BOARD OF DIRECTOR’S REPORT To The Members JIYA ECO-RPODUCTS LIMITED The directors take pleasure in presenting the 05th Annual report together with the Audited financial accounts for the Year ended 31stMarch, 2016 FINANCIAL HIGHLIGHTS Your directors are pleased to report that for the year under review, your Company has been able to achieve a net turnover of Rs. 33.79 Crore as compared to Rs. 28.18 Crore in the previous year. The revenue from operations for the year 2016 increased by 20.22 %. PAT has increased from Rs 227.78 Lakh to Rs 275.84 Lakh. Initial Public Issue of 4,58,28,000 (Rupees Four Crore Fifty Eight Lacs Twenty Eight Thousand only) divided into 24,12,000 Equity shares of Rs 19 each (including premium of Rs 9 per share) CAPITAL STRUCTURE The Authorised Share Capital of the Company is Rs 1,00,000,000.00/- (Rupees Ten Crore) divided into 1,00,00,000 (One Crore) Equity shares of Rs 10/- During the Financial year, the paid up share capital of the Company is increased from 6,51,83,140 (Rupees Six Crore Fifty One Lakh Eighty Three Thousand One Hundred Forty) divided into 65,18,314 (Sixty five lakhs Eighteen Thousand Three Hundred and Fourteen) equity shares of Rs. 10 each to Rs 8,93,03,140 (Rupees Eight Crore Ninety Three Lakhs Three Thousand One Hundred and Forty) divided into 89,30,314 (Eighty Nine Lakhs Thirty Thousand Three Hundred and Fourteen) equity shares of Rs 10 each. Due to Initial Public Offering of 24,12,000 (Twenty Four Lakhs Twelve thousand) equity shares of Rs 10 each on 16th July, 2015. DIVIDEND No divined is being recommended by the Directors for the year ending on 31st March, 2016. As the Board of Directors wants to plough back the profit in the business. DEPOSIT During the year under review your company has not accepted any deposits from the public and therefore no information is required to be furnished in respect of outstanding deposits. CHANGES IN NATURE OF BUSINESS There is no significant change made in the nature of the company during the financial year. NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES At the end of the financial year under review none of the Company have become or ceased to be subsidiaries, joint ventures or associate companies. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. Particulars of contract or arrangements with related parties is annexed herewith in Form AOC 2 as “Annexure - A” SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The company has not given any loans or guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013 during the Financial Year 2015-16 TRANSFER TO RESERVES The Company has transferred current year's profit of Rs.2.75 (Rs in Crore) to the Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013. DIRECTORS ? Retire by Rotation- Bhavesh J. Kakadiya In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bhavesh J. Kakadiya, Managing Director (DIN: 05147695) of the company is liable to retire by rotation in the fourth coming Annual General Meeting and being eligible, he offer himself for re-appointment. BOARD EVALUATION In compliance with the provisions of the Companies Act, 2013 and other provisions, if any, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee and Shareholder’s Grievance Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. MEETING OF BOARD OF DIRECTORS A) Number of Board Meetings in the year During the year 13 meetings of the Board of Director’s were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. COMMITTEES There are three Committees constituted as per Companies Act, 2013. They are: 1) Audit Committee 2) Nomination & Remuneration Committee 3) Shareholders & Investor’s Grievance Committee 1) Audit Committee During the year, 5 Audit Committee meetings were held, on the following dates 22-05-2015, 14-07-2015, 05-09-2015, 09-11-2015, 17-02-2016. 2) Nomination and Remuneration Committee During the year 2 Nomination & Remuneration Committee meetings were held on 09-11- 2015 and on 17-02-2016. 3) Stakeholder’s Relationship Committee During the year 2 Stakeholder’s Relationship Committee meetings were held on 09-11-2015 and on 17-02-2016. 4) Independent Director Meeting: All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. Independent Directors of the company met one time duringthe year on 31st March 2016, as per Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There are material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report as given below: * Change in designation/Composition of Board of Directors on meeting held on 16th June 2016: Change in designation of Mr. Harshad Monpara (DIN: 05147699) from Executive to Non- Executive Director of the Company. And appointment of Mr. Yogesh Patel (DIN: 05147701) as Managing-Director of the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is Annexed herewith as “Annexure - B” EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure - C”. DIRECTORS’ RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of the Section 134(3)(c) of the Companies Act, 2013: (i) That in the preparation of the annual financial statements for the year ended March31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (ii) That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies’ have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the Company for the year ended on that date; (iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv)That the annual financial statements have been prepared on a going concern basis; (v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; (vi)That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. AUDITORS i) Statutory Auditors The Company in its Board meeting held on 21st April, 2016 appointed M/s PARY& CO., Chartered Accountants, Ahmedabad, bearing FRN 007288C, as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. HITESH AGRAWAL & CO., Chartered Accountants, Ahmedabad. The appointed Statutory Auditor has hold the office from the board meeting held on 21st April, 2016 to 05th Annual General Meeting subject to Re-appointment from the conclusion of 05th Annual General Meeting until the conclusion of the 10th Annual General Meeting of the Company, subject to ratification of the appointment by the Members at every Annual General Meeting held after 05th Annual General Meeting. However their terms of Appointment and remuneration shall be ratified by the members of the company in this AGM. ii) Secretarial Auditor In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s Nirav Soni & Co., Practising Company Secretary, Ahmedabad have been appointed as a Secretarial Auditors of the Company in the meeting of the Board of Directors held on 17th February 2016. The report of the Secretarial Auditor is enclosed as “Annexure-D” iii) Internal Auditor The Company continues to engage M/s Ankit J Shah & Co., Chartered Accountants as Internal Auditor of Company. During the year, the company continued to implement his suggestions and recommendations to improve the control environment. Their scope of works includes, review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. DISCLOSURE OFEMPLOYEES REMUNERATION The provisions of Rule 5(2) & (3) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess ofRs.60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.60 lacs during the financial year 2015-16. Appointment & Remuneration of Managerial Personnel is annexed herewith as “Annexure-E” CORPORATE GOVERNANCE Details regarding Corporate Governance Report of the Company regarding Compliance of the Conditions of Corporate Governance pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are annexed herewith as “Annexure F”. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management’s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as “Annexure G”. SEXUAL HARASSMENT There was no case filled during the year, under the sexual harassment of women at workplace (Prevention, Prohibition &Redressal) Act, 2013. Further Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure environment for women employee. ACKNOWLEDGEMENT The Board wishes to place on record their sincere appreciation and acknowledge with gratitude the effort put in and co-operation extended by bankers, shareholders, employees at all levels and all other associated persons, bodies or agencies for their continued support. On behalf of Board of Directors JIYA ECO-PRODUCTS LIMITED Bhavesh J. Kakadiya Managing Director (DIN: 05147695) Ahmedabad, 16th June, 2016 |