DIRECTORS’ REPORT

To
The Members,

Your Directors have the pleasure in submitting before you the Annual Report together with Audited Statement of Accounts for the year ended on 31st March, 2018.

FINANCIAL RESULT & STATE OF COMPANY’S AFFAIRS:

           (Amount in Rs.)

FINANCIAL PERFORMANCE
During the year under review the Company has earned a Net Profit of Rs. 16,48,71,158/- compared to a net profit of Rs. 9,41,33,845/- during the previous year. Further the total revenue during the year is Rs. 2,54,41,96,379/- (previous year Rs. 2,29,10,31,433/-).

There has been no change in the business of the Company during the financial year ended 31st March, 2018.

TRANSFER TO RESERVE

The Company has not transferred any amount out of profit to General Reserve.

DIVIDEND

To conserve the resources of the Company for long-term & short-term working capital requirements and for General Corporate purposes, the Board of Directors of the Company did not recommend any dividend for the year 2017-18.

DEPOSITS

The Company has not accepted any Deposits during the year, no deposits remained unpaid or unclaimed as at the end of the year and there was no default in repayment of deposits or payment of interest thereon during the year.

TRANSFER OF SHARES

During the year no shares were transferred.

ANNUAL RETURN
The Extracts of the Annual Return of the Company in MGT-9 as provided under section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 are annexed as Annexure – ‘I’.

BOARD OF DIRECTORS

There was no change in the Board during the year under review.

The Board of Directors met 7 (Seven) times in the year 2017-18 on 02.05.2017, 19.06.2017, 19.07.2017, 01.09.2017, 15.11.2017, 06.03.2018 and 26.03.2018.
The gap between any two Board Meetings did not exceed the requisite days as provided in the Companies Act, 2013.
The names of members of the Board, their attendance at the Board Meetings during the financial year 2017-18 are as under:

None of the Directors of the Company are disqualified as per section 164(2) and any other provisions of the Companies Act, 2013. The Directors have also made necessary disclosures to the extent as required under provisions of section 184(1) as applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that :

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures;
Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on 31st March, 2018 ;
Proper and sufficient care has been taken, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;
The annual accounts have been prepared on a going concern basis; and
Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


AUDITORS:

M/s. S. K. S. & Co, Chartered Accountants (FRN: 322342E) have tendered their resignation from the office of Statutory Auditors, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Companies Act, 2013(“Act”). M/s B. Chhawchharia & Co, Chartered Accountants (FRN: 305123E), Kolkata were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. S. K. S. & Co, Chartered Accountants (FRN: 322342E) and would hold the office of Auditors till the conclusion of the ensuing Annual General Meeting.

M/s B. Chhawchharia & Co, Chartered Accountants (FRN: 305123E), have conveyed their consent for their appointment as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013. Accordingly they are proposed to appointed for a consecutive period of 5 (Five) years and holds office up to the conclusion of the Annual General Meeting (AGM) to be held in the year 2022-23.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

AUDITORS REPORT

The Notes to Accounts, as referred in the Auditors Report are self-explanatory and hence does not call for any further explanation.

There is no fraud committed in the Company by its officers confirmed by the Auditor as per section 143(12) of the Companies Act, 2013 during the course of his audit.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

RISK MANAGEMENT POLICY

Risk Management Policy of the Company is in place which identifies the weakness and threats faced by the Company. The Company applies its strength and effectively utilizes its opportunities available in the external environment to mitigate the foreseen risks.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements.

PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE OR GUARANTEES GIVEN

The Company has not given any loan, not made any Investments and also not provided any Guarantee in the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

On the CSR front, your Company has contributed towards several causes like children education and Health care schemes. These initiatives will be continued in the years to come. The Report on CSR for the financial year 2017-18 enclosed in “Annexure”, in compliance to the provisions of Section 135 of the Companies Act, 2013.

The CSR committee is in place since 27th July, 2015. Presently, Mr. Suresh Jhunjhunwala, and Mr. Anirudh Jhunjhunwala are the members of the Committee. During the financial year ended 31st March, 2018, 2 (Two) Committee Meetings were held on 3rd October, 2017 and 27th March, 2018. All the Directors have duly attended both the Committee meetings.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All transactions entered with related parties during the f.y. 2017-18 were on arm’s length basis and were in the ordinary course of business and provisions of Section 188(1) are not attracted. Accordingly, disclosure in Form AOC 2 is not required.

The necessary disclosures regarding the transactions are given in the notes to accounts.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION :

In Compliance of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, details relating to energy and technology Absorption and Foreign Exchange Earning and Outgo are annexed hereto as Annexure and forms a part of this report.
FOREIGN EXCHANGE EARNING& OUTFLOW:

                              F.Y. 2017-18                F.Y. 2016-17
Foreign Exchange Earning:        2,39,751,780                20,09,25,371

Foreign Exchange Outgo:         1,49,01,78,748               1,24,42,68,322

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES
The Company during the financial year 2016-17 had acquired 75.3% stake in M/s BDJ Oxides Private Limited, thereby making it its subsidiary. This acquisition has been done in view of deriving strategic and operational benefits. Your Company do not possesses any associates companies.
Accordingly, the financial statements of your Company have been duly consolidated with the financials of M/s BDJ Oxides Private Limited in compliance to Section 128(3) of the Companies Act, 2013 along with applicable schedules and rules framed there under.

SIGNIFICANT & MATERIAL ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANIES OPERATIONS IN FUTURE

There have been no significant & material orders passed by regulator / courts / tribunals impacting the going concern status and Companies operations in future.

ACKNOWLEDGEMENT:

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.




Registered office:                       On behalf of the Board of Directors, 
34A, Metcalfe Street                    For J.G. Chemicals Private Limited       
Kolkata-700013,                                
Sd/-   Sd/-
       Suresh Jhunjhunwala           Anirudh Jhunjhunwala
Date: 31.08.2018              Managing Director              Director              
                                  (DIN: 00234725)           (DIN: 00234879)





Form MGT-9

EXTRACT OF ANNUAL RETURN
         As on the financial year ended on 31.03.2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]


I. Registration and other details:

II.  Principal business activities of the company: Manufacturing of Chemicals.

All the Business activities contributing 10 % or more of the total turnover of the company are stated:-

III.Particulars of holdings subsidiary and associate companies

IV.  Shareholding pattern (Equity Share Capital Breakup as percentage of Total Equity)
 Category-wise Shareholding

Shareholding of Promoters

iii)     Change in promoters’ shareholding (please specify if, there is no change);
      

iv)Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Company has no other shareholder other than Promoter shareholders.

v)   Shareholding of Directors and Key Managerial Personnel:

V. Indebtedness

     Indebtedness of the Company including interest outstanding/accrued but not due for payment.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director/ Whole-time Director or Manager

*Mr. Anirudh Jhunjhunwala is a Executive Director of the Company.
** The Provision of section 197 of the Companies Act, 2013 regarding overall maximum Managerial Remuneration is not applicable to the Company.

B. Remuneration to other Directors:

C. Remuneration to Key Manegerial Personnel other than MD/ MANAGER/ WTD

VII.  PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES

J. G. Chemicals Pvt. Ltd.       For and on behalf of the Board
34A, Metcalfe Street,
Flat - 3F, 3rd Floor,
Kolkata – 700 013  Sd/-
Suresh Jhunjhunwala  
Date: 31st August, 2018            Managing Director       
  DIN: 00234725

FINANCIAL RESULT & STATE OF COMPANY’S AFFAIRS: (Amount in Rs.) Financial Results F.Y. 2017-18 F.Y. 2016-17 Particulars Amount Amount i. Profit before Taxation (PBT) 25,72,02,864 14,72,58,772 ii. Less : Tax including Deferred Tax 9,23,31,706 5,31,24,927 iii. Profit after Taxation (PAT) 16,48,71,158 9,41,33,845 FINANCIAL PERFORMANCE During the year under review the Company has earned a Net Profit of Rs. 16,48,71,158/- compared to a net profit of Rs. 9,41,33,845/- during the previous year. Further the total revenue during the year is Rs. 2,54,41,96,379/- (previous year Rs. 2,29,10,31,433/-). There has been no change in the business of the Company during the financial year ended 31st March, 2018.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION : In Compliance of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, details relating to energy and technology Absorption and Foreign Exchange Earning and Outgo are annexed hereto as Annexure and forms a part of this report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION : In Compliance of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, details relating to energy and technology Absorption and Foreign Exchange Earning and Outgo are annexed hereto as Annexure and forms a part of this report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION : In Compliance of Section 134 (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, details relating to energy and technology Absorption and Foreign Exchange Earning and Outgo are annexed hereto as Annexure and forms a part of this report. FOREIGN EXCHANGE EARNING & OUTFLOW: F.Y. 2017-18 F.Y. 2016-17 Foreign Exchange Earning: 2,39,751,780 20,09,25,371 Foreign Exchange Outgo: 1,49,01,78,748 1,24,42,68,322

DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to the Directors Responsibility Statement as referred to in section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that : 1. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation related to material departures; 2. Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for the year ended on 31st March, 2018 ; 3. Proper and sufficient care has been taken, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; 4. The annual accounts have been prepared on a going concern basis; and 5. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.