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Jaysynth Dyestuff Ltd.

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

Dear Shareholders,

The behalf of the Board of Directors of your Company it gives me pleasure to present the 33rd Annual Report of your Company together with the Standalone and Consolidated Financial Statements for financial year ended 31st March, 2018.

1. FINANCIAL STATEMENT

The standalone and consolidated financial statements for the financial year ended 31st March, 2018, forming part of this 33rd Annual Report, have been prepared in accordance with the Indian Accounting Standards (IND AS) as notified by the Ministry of Corporate Affairs.

Comparative key figures pertaining to financial performance of your Company is provided herein below:

(Amt in Rs.)

Particulars

Standalone

Consolidated

FY 2017-18

FY 2016-17

FY 2017-18

FY 2016-17

Revenue from Operations

1,17,65,40,395

1,19,70,08,448

1,18,02,57,957

1,22,15,03,091

Other Income

63,23,361

1,45,25,546

62,51,643

2,38,45,486

Total Revenue

1,18,28,63,756

1,21,15,33,994

1,18,65,09,600

1,24,53,48,577

Depreciation

1,99,42,919

1,88,24,323

1,18,65,09,600

1,88,69,107

Other Expenses

1,13,79,94,560

1,13,52,26,703

1,14,08,88,352

1,15,68,86,908

Profit Before Tax

2,49,26,277

5,74,82,968

2,56,46,640

6,95,92,562

Deferred Tax

(5,42,000)

(5,00,000)

(1,89,000)

(3,03,000)

Current Tax

84,49,010

1,79,52,000

88,54,877

1,92,92,096

Tax Expenses related to prior year

22,554

3,02,466

22,554

3,02,466

Profit After Tax

1,69,96,713

3,97,28,502

1,69,58,209

5,03,01,000

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.0.15 paise i.e 15% per equity share of the Company having face value of Rs.1/- each for the financial year 2017-18, subject to the approval of the Members at the 33rd Annual General Meeting.

Dividend together with tax thereon for the financial year ended 31st March, 2018, will lead to cash outflow of Rs.15,71,384/-(Rs.13,03,455/- as dividend and Rs.2,67,929/- will be paid as Dividend Distribution Tax). The dividend will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on record date i.e., Tuesday, 4th September, 2018 and to those Members who hold shares in physical form and whose names appear on the Register of Members of the Company on that date.

Your Company had declared dividend for the financial years 2013-14, 2014-15, 2015-16 and 2016-17 which is less than 7 (Seven) years, hence no amounts were required to be transferred to Investor Education and Protection Fund as on date. Further your Company has filed information relating to unclaimed and unpaid dividend in erstwhile Form 5 INV and Form IEPF - 2 providing status of unpaid and unclaimed dividend. Detailed list of unpaid and unclaimed dividend can also be accessed on the website of the Company and weblink of the same is http://jaysynth.com/UnclaimedDividenDetails.html

3. NATIONAL ELECTRONIC CLEARING SYSTEM FOR DIVIDEND

To avoid risk of loss/interception of dividend warrants in postal transit and / or fraudulent encashment, Members are requested to avail of the National Electronic Clearing System facility for encashing dividend directly to their respective bank account. This also ensures faster and safer credit of dividend. Members holding shares in dematerialized form may note that the Bank Account Mandate registered against their respective Depository Participants will be used by the Company for payment of Dividend. Members who wish to change their Bank Account Mandate may advice their Depository Participants about such change. The Company or Registrar and Transfer Agent cannot act on any direct request from such Members for change/deletion of such Bank particulars.

Members holding shares in physical form are requested to send their National Electronic Clearing System (NECS) Mandate Form in the format available at the Company’s website at www.jaysynth.com duly filled and thereafter send it to the Registrar and Transfer Agent of the Company i.e., Link Intime India Private Limited. In order to provide protection against fraudulent encashment of dividend warrants, Members holding shares in physical form are requested to intimate the Company under the signature of the sole/first joint holder, the following information which will be used by the Company for dividend payments:

i. Name of Sole / First joint holder and Folio No.

ii. Particulars of Bank account viz:

- Name of the Bank.

- Name of the Branch.

- Bank account number allotted by the Bank.

- Nine digits MICR code of the Bank.

- Account type, whether Savings bank account (SB) or Current account (CA).

- Complete address of the Bank with Pin Code Number.

- Cancelled cheque leaf of the aforesaid Bank Account.

4. TRANSFER TO RESERVES

Your Company has transferred during the financial year ended 31st March, 2018, an amount of Rs.50,00,000/- as against Rs.1,00,00,000/- in the financial year ended 31st March, 2017 to the General Reserves out of the profit available for appropriation.

5. STATE OF COMPANY’S AFFAIRS

The Company products comprising Dyes, Pigments and Inks, are coloring materials having its customer base in several industries such as Textile, Paints, Coatings, Plastic, Paper etc. Growth of the Company is highly dependent on textile sector where major products of the Company find its application. During the financial year under review, the Company could not achieve desired growth in sales revenue in view of multiple challenges. As compared to previous financial year, the financial performance was down mainly on account of decrease in sales volume of dyes and ink products. Another main reason for severe impact on profits of the Company was reduction in gross margin due to increase in material input costs, which could not be passed on to the customers. Operating profit i.e. profit before interest, depreciation, taxes and other income, for the financial year under review was Rs.4,26,94,479/as compared to Rs.6,11,95,988/- during the previous financial year ended 31st March, 2017.

6. REVIEW OF PERFORMANCE

a) Standalone: For the financial year ended 31st March, 2018, Revenue from Operations amounted to Rs.1,17,65,40,395/- as against Rs.1,19,70,08,449/- in the previous financial year ended 31st March, 2017. Net Profit after tax for the year under the review amounted to Rs.1,69,96,713/- as against Rs.3,97,28,502/- in the previous financial year ended 31st March, 2017.

b) Consolidated: For the financial year ended 31st March, 2018, Revenue from Operations amounted to Rs.1,18,02,57,957/- as against Rs.1,22,15,03,091/- in the previous financial year ended 31st March, 2017. Net Profit after tax for the year under the review amounted to Rs.1,69,58,209/- as against Rs.5,03,01,000/- in the previous financial year ended 31st March, 2017.

7. SHARE CAPITAL

The paid up equity share capital as on financial year ended 31st March, 2018 was 86,89,700 Equity Shares (Eighty Six Lakhs Eighty Nine Thousand Seven Hundred Equity Shares) having face value of Rs.1 /- each amounting to Rs.86,89,700/- (Rupees Eighty Six Lakhs Eighty Nine Thousand Seven Hundred only). During the financial year under review the Company has not issued any shares.

8. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and Jaysynth (Europe) Limited, Wholly Owned Subsidiary prepared in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS’), forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company. The annual financial statements of Jaysynth (Europe) Limited, Wholly Owned Subsidiary and related detailed information will be kept at the Registered Office of the Company and will be available for inspection during business hours. The annual financial statements of Jaysynth (Europe) Limited, Wholly Owned Subsidiary are displayed on the website of the Company.

9. CHANGE IN THE NATURE OF THE BUSINESS

During the financial year under review, there has been no change in the nature of the business of your Company.

10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

Pursuant to the provision of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the financial year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company’s operations in future.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company follows appropriate policies, procedures and systems to ensure orderly and efficient conduct of its business including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information. There are control processes both manual and computerised, wherein transactions are approved and recorded. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively.

Your Company has an adequate internal control system in accordance to the size of the Company and nature of business for the sale of goods and services. Your Company has in place an established Internal Audit Department who performs a check on timely basis on various aspects and activities of the Company. Further an Independent Internal Auditor, who is a qualified Chartered Accountant, reviews the internal control systems on a regular basis for its effectiveness and necessary changes and suggestions which are duly incorporated into the system. Internal Auditor submits its Internal Audit Report on a periodical basis and the same is placed before the Audit Committee at its meeting and at Board meeting for their review and noting.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN END OF THE FINANCIAL YEAR OF THE COMPANY AND DATE OF THIS REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

13. ANNUAL EVALUATION OF PERFORMANCE OF BOARD AND ITS COMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the provision of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, performance of the Individual Directors as well as the evaluation of the working of its Committees. The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. Nomination and Remuneration Committee also carried out evaluation of every Director’s performance, the performance of the Board, its Committees. A structured questionnaire was prepared after taking into consideration inputs received from all the Directors, setting out parameters of evaluation and considering the Policy for determining qualifications, positive attributes and Independence of Director. Evaluation parameters of the Board and Committees were mainly based on Policy adopted by the Board and they also considered Disclosure of Information, Key functions of the Board and Committees, responsibilities of the Board and Committees, Corporate Governance Norms etc. Board/ Committee structure and composition, frequency of Board Meetings, participation of Directors in the meeting, execution and performance of specific duties of the Board of Directors, review of board’s competency, experience, contribution etc. as additional parameters.

The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole at its Separate Independent Director Meeting. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. Significant highlights, learning and action points with respect to the evaluation were presented to the Board.

14. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as per the requirements of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, forms part of this report and is attached as ANNEXURE - I.

15. DETAILS OF SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/JOINT VENTURE

As per Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board’s Report has been prepared on a standalone basis. Further, during the financial year under review, no Company has become or ceased to be subsidiary, joint venture or associate of your Company.

Your Company has one wholly owned subsidiary named Jaysynth (Europe) Limited, incorporated in United Kingdom, with an object to supply and meet the demands of United Kingdom and countries in European Union.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of your Company ‘s Wholly Owned Subsidiary in Form AOC - 1 is attached to the consolidated financial statements.

16. PERFORMANCE OF JAYSYNTH (EUROPE) LIMITED, WHOLLY OWNED SUBSIDIARY COMPANY AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

Revenue from Operations of Jaysynth (Europe) Limited, Wholly Owned Subsidiary Company for the financial year ended 31st March, 2018 was £16,49,323 as compared to £18,58,240 in the previous financial year ended 31st March, 2017. Net profit after tax for the financial year ended 31st March, 2018 was £18,148 as against £1,18,806 in the previous financial year ended 31st March, 2017.

17. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All Related Party Transactions that were entered into during the financial year under review were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There were no materially significant Related Party Transactions made by the Company during the financial year under review that would require Member’s approval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, hence disclosure under Form AOC-2 is not applicable as required under the provisions of Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Prior omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Further there are no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large except as stated in the Financial Statements. The Company has adopted a Material Related Party Transactions Policy approved by the Board and is displayed on the Company’s website and the weblink of the same is http://jaysynth.com/pdf/Policies/Policy_of_ material_related_party_transaction.pdf

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, there was no appointment/cessation of the Director or a Key Managerial Personnel.

In accordance with Section 152(6) of the Companies Act, 2013 and Article 100 of the Articles of Association of the Company, Nikhil Sharadchandra Kothari (DIN: 00184152), Non - Executive Director of the Company retires by rotation at the ensuing 33rd Annual General Meeting, being eligible offers himself for reappointment as a Director.

19. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

Your Company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013 and rules framed thereunder. Further there are no deposits outstanding hence there were no instances inviting non compliance of the requirements of Chapter V of the Companies Act, 2013.

20. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as required under Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, forms part of this Report and is attached as ANNEXURE - II.

21. POLICY ON REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has in place appropriate policy on Directors’ appointment and remuneration as required under Section 178(3) of the Companies Act, 2013, which has been uploaded on the Company’s website and weblink of the same is http://jaysynth. com/pdf/Policies/Remuneration%20Policy%20for%20Directors,%20Key%20Managerial%20Personnel%20and%20 Other%20Employees.pdf. Further, the Company’s Policy on Remuneration for the Directors, Key Managerial Personnel and Other Employees have been disclosed in the Corporate Governance Report, forms part of this Report and is attached as ANNEXURE III.

22. MEETINGS OF THE BOARD AND THEIR COMMITTEES

a) Board - During the financial year ended 31st March, 2018, Board of your Company met 6 (Six) times i.e on 30th May, 2017, 9th August, 2017, 9th October, 2017, 13th November, 2017, 30th January, 2018 and 12th February, 2018. The composition of your Board is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board comprises of 7 (Seven) Directors viz; Parag Sharadchandra Kothari, Chairman and Managing Director, Bhavesh Virsen Panjuani - Independent Director, Jyoti Nirav Kothari - Non Executive Woman Director, Kulinkant Nathubhai Manek - Independent Director, Nikhil Sharadchandra Kothari - Non Executive Director, Prakash Mahadeo Kale - Independent Director and Rajendra Maganlal Desai -Independent Director. The maximum interval between any two meetings did not exceed the statutory limit of 120 days.

b) Audit Committee - Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Bhavesh Virsen Panjuani - Independent Director, Kulinkant Nathubhai Manek - Independent Director, Parag Sharadchandra Kothari - Chairman and Managing Director (with effect from 13th November, 2017) and Rajendra Maganlal Desai - Independent Director.

c) Nomination and Remuneration Committee - Rajendra Maganlal Desai is the Chairman of the Committee. The other members include Kulinkant Nathubhai Manek - Independent Director and Prakash Mahadeo Kale - Independent Director.

d) Stakeholders’ Relationship Committee - Rajendra Maganlal Desai was the Chairman of the Committee upto closure of working hours of 5th March, 2018 and Prakash Mahadeo Kale is the Chairman with effect from 6th March, 2018, the other members include Nikhil Sharadchandra Kothari - Non Executive Director and Parag Sharadchandra Kothari - Chairman and Managing Director.

e) Corporate Social Responsibility Committee - Prakash Mahadeo Kale is the Chairman of the Committee. The other members include Parag Sharadchandra Kothari - Chairman and Managing Director and Rajendra Maganlal Desai - Independent Director.

The terms of reference of all the Committees, details of meetings of the Committees and attendance of the directors during the financial year ended 31st March, 2018 are set out in the Corporate Governance Report is attached as ANNEXURE - III which forms part of this Report.

23. DIRECTORS’ RESPONSIBILITY STATEMENT

In compliance with Section 134 (5) of the Companies Act, 2013 (“the Act”), the Board of Directors of your Company, to the best of their knowledge and ability, confirm that:

a) In the preparation of the Annual Financial Statements for the financial year ended 31st March, 2018, the Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013, as applicable and guidelines issued by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been followed alongwith proper explanations relating to material departures if any;

b) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of your Company at the end of the financial year and of the profit and loss of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Financial Statements on a going concern basis;

e) They have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. REPORTING OF FRAUDS BY AUDITORS

There were no instances of fraud reported by the Auditors for the financial year ended 31st March, 2018.

25. DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of your Company have furnished requisite declaration that they meet the criteria of independence as provided in Section 149 (6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

In compliance with the applicable provisions of the Secretarial Standards, the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Separate Meeting of the Independent Directors was held on 30th January, 2018 and they considered the following agenda at the meeting:

a) Review the performance of Non Independent Directors and the Board of Directors as a whole;

b) Review of performance of the Chairman, taking into account the views of the Non Executive Directors;

c) Assess the quality, quantity and timelines of flow of information between the Company’s management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

27. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF AN INDEPENDENT DIRECTOR AND CRITERIA FOR EVALUATION.

The Company has in place the policy for determining the qualifications, positive attributes and independence of a Director, the said Policy is mentioned in the corporate governance report attached as ANNEXURE - III.

28. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

a) Statutory Auditor’s Report - The observations made in the Auditor’s Report of Hiren C. Sanghavi of M/s Hiren C. Sanghavi & Associates, Chartered Accountant read together with relevant notes thereon, are self explanatory and hence do not call for any comments. There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditor in his report.

b) Secretarial Auditor’s Report - Secretarial Auditor’s Report issued by Kaushal Dalal of M/s. Kaushal Dalal & Associates, Practising Company Secretary, for the financial year ended 31st March, 2018 does not contain any qualification, reservation, adverse remark or disclaimer in his Report. Secretarial Audit Report in Form MR-3, forms part of this report and is attached as ANNEXURE - IV.

c) Cost Audit Report - The Company is not required to conduct a Cost Audit hence there was no requirement to appoint Cost Auditor, hence there was no cost audit report to note.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of investments made by the Company pursuant to Section 186 of the Companies Act, 2013 have been disclosed in the financial statements forming part of this Annual Report.

30. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place Policy on Prevention of Sexual Harassment as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In compliance of the aforesaid Act, Company has also constituted Internal Complaints Committee to redress the complaints received from employees irrespective of them being permanent, contractual or temporary employees or trainees. Details of the complaints relating to the incidents of sexual harassment and workshop conducted by the Company are mentioned below:

Number of Complaints pending at the beginning of the financial year 2017-18.

NIL

Number of Complaints received during the financial year 2017-18.

NIL

Number of Complaints disposed off during the financial year 2017-18.

NIL

Number of Complaints pending at the end of the financial year 2017-18.

NIL

Number of workshops conducted during the financial year 2017-18.

1

The Company has displayed the Policy on Prevention of Sexual Harassment at Workplace on the website of the Company and the weblink of the same is http://jaysynth.com/pdf/Policies/Sexual_Harassment_Policy.pdf

31. SAFETY, HEALTH AND ENVIRONMENT

Health and safety of the employees are considered one of the most important and integral aspects at work. All the requisites steps towards fulfilling safety requirements and norms are adopted by the Company and its employees. The Company ensures that the workmen are well aware of the safety procedures required to be followed while doing any activity of production. The Company ensures compliances of regulatory requirements under environmental laws.

32. RISK MANAGEMENT

The Company has adopted Risk Management Policy which is also displayed on the website of the Company and the weblink of the same is http://jaysynth.com/pdf/Policies/Revised%20Risk%20Management%20Policy.pdf

Your Company also takes adequate steps wherever required to minimise the risks involved in the business. Further in the opinion of the Board, during the financial year ended 31st March, 2018, your Board has not noticed any elements of risks which may threaten the existence of the Company.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company believes in the ideology of giving back to the society which helps it to generate revenues, Corporate Social Responsibility (CSR) activities are directed towards promotion of education and caring elderly bedridden senior citizens.

For the financial year ended 31st March, 2018, your Company has contributed Rs.15,00,000/- towards CSR activities in accordance with the provisions of the Companies Act, 2013.

Detailed disclosure in format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this report and is attached as ANNEXURE - V. The Company has also displayed the CSR Policy adopted by your Board; the weblink of the same is http://jaysynth.com/pdf/Policies/CSR_Policy.pdf

34. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, forms part of this report and is attached as ANNEXURE - VI.

35. CORPORATE GOVERNANCE

Your Company aims and constantly strives in maintaining the highest standards of Corporate Governance practices. Your Company complies with all the mandatory requirements as stipulated under the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Report on Corporate Governance alongwith the Certificate of Auditor on compliance of the same forms part of this report and is attached as ANNEXURE -III. A declaration signed by the Managing Director in regards to compliance with the Code of Conduct by the Board Members and Senior Management Personnel also forms part of this Report.

36. AUDITORS

a) Internal Auditor - Your Company had appointed Nisha Mody of M/s. Nisha Mody & Associates, Chartered Accountant as an Internal Auditor for the financial year ended 31st March, 2018. She has conducted the Internal Audit of the Company at periodical intervals and reports of the same were placed before the Audit Committee meeting and Board of the Directors meeting for their noting and appropriate actions.

b) Secretarial Auditor - Your Company had appointed Kaushal Dalal of M/s Kaushal Dalal & Associates as a Secretarial Auditor, Practising Company Secretary for the financial year ended 31st March, 2018 to carry out the secretarial audit of the Company.

c) Statutory Auditor - Tenure of M/s. C. J. Shah & Associates ended with the audit of the financial year 2016 -17. On recommendation of the Audit Committee, the Board of Directors approved the proposal of appointment of Hiren C. Sanghavi of M/s. Hiren C. Sanghavi & Associates (Firm Registration Number: 112057W) as Statutory Auditor of the Company for the term of 5 years from the financial year 2017-18 onwards on such terms and conditions and remuneration as may be decided by the Board of Directors. The said appointment was approved by the Members of the Company at the 32nd Annual General Meeting held on 29th August, 2017.

Vide notification dated 7th May, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each Annual General Meeting has been done away with. Accordingly, no such item has been considered in Notice of this 33rd Annual General Meeting of the Company.

d) Cost Auditor - Your Company is not statutorily required to conduct Cost Audit hence Report of the same for the financial year ended 31st March, 2018 pursuant to provisions of the Companies (Cost Records and Audit) Rules, 2014 is not required to be placed before the Board for noting.

37. INSURANCE

All the assets of the Company are adequately insured.

38. VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 and requirements of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company has in place proper Vigil Mechanism incorporated in Whistle Blower Policy for Directors and Employees to report genuine concerns which encourages its employees who have concerns about suspected fraud or misconduct to come forward and express their concerns without inhibition of unfair treatment.

Vigil Mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or policies. The Audit Committee of the Company oversees the vigil mechanism. The Whistle Blower Policy is displayed on the website of the Company and the weblink of the same is http://jaysynth.com/pdf/Policies/Revised%20Whistle%20Blower%20Policy.pdf

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is required to annex Management Discussion and Analysis Report of the Company to the Annual Report. In compliance of the above mentioned provisions, said report for the financial year ended 31st March 2018, forms part of this report and is attached as ANNEXURE - VII.

40. BOARD DIVERSITY

Your Company strongly believes having a diverse Board enhances the quality of decisions. Directors from varied background, experience and expertise will assist Company to view larger picture and analyse all aspects of business thereby resulting in better decision making and enhancing the business prospects. In view of the same, your Company has adopted a Board Diversity Policy and it has been displayed on the website of the Company and the weblink of the same is http://jaysynth.com/pdf/Policies/Revised%20Board%20 Diversity%20Policy.pdf

41. GREEN INITIATIVES

Your Directors would like to draw your attention that as per Section 20 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 as may be amended from time to time, permits paperless compliances and also service of notice/documents (including Annual Report) through electronic mode to its Members. Your Company requests and has consistently encouraged Members to take necessary steps for registering their e-mail ids so they can be a part and contribute towards greener environment.

42. AWARDS AND RECOGNITION

Your Company has been conferred with Gold Award from CHEMEXCIL (Basic Chemicals, Cosmetics & Dyes Export Promotion Council) (Set-up by Ministry of Commerce & Industry, Government of India) on 21st April, 2018 under the category of Panel - I: Dyes & Dye Intermediates Large Scale Sector for the outstanding export performance for the financial year 2016-17.

43. DISCLOSURE OF ACCOUNTING TREATMENT

Your Company has followed requisite Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable in preparation of financial statements.

44. ADOPTION OF INDIAN ACCOUNTING STANDARDS

Your Company has adopted Indian Accounting Standards with effect from 01st April, 2017 pursuant to Ministry of Corporate Affairs notification dated 16th February, 2015, notifying the Companies (Indian Accounting Standards) Rules, 2015. The implementation of Indian Accounting Standards in the year 2017 has been a major change process and the Company was well positioned to ensure a smoother transition and implementation.

45. HUMAN RESOURCES

Employees are considered to be one of the most important assets and critical resources in the business which maximize the effectiveness of the Company. Human resources build the enterprise and create a sense of belonging that would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company’s Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources. The Company makes continuous and consistent efforts to attract and retain best talent in the industry as employees are indispensable factor for growth of the Company.

46. SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards.

47. OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

a) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b) The Company has not issued any sweat equity shares during the financial year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c) The Company has not issued any equity shares under Employees Stock Option Scheme during the financial year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

48. ACKNOWLEDGEMENT AND APPRECIATION

Your Board expresses their gratitude towards all the employees of the Company for their sincere, consistent and dedicated efforts towards the Company. They would also like to thank all other stakeholders of the Company viz; Bankers, Suppliers, Customers and Financial Institution for their continued co-operation and support received by the Company.

For and on behalf of the Board of Directors

Place: Mumbai Parag Sharadchandra Kothari

Date: 29th May, 2018 Chairman and Managing Director

DIN:00184852

Director’s Report