Disclosure in board of directors report explanatoryDear Members, | | | Your Directors have pleasure in presenting the 9th Annual Report together with Audited Financial Statements & Accounts for the financial year ended March 31, 2017. | | | | | | 1. FINANCIAL RESULTS | | | | | (Rs. in million) | Particulars | Year ended 31/03/2017 | Year ended 31/03/2016 | Total Revenue from Operations | 5195.37 | 5955.56 | Total Expenses | 5194 | 6282.58 | Operating Profit/(Loss) | 1.37 | -327.02 | Other Income | 8.74 | 30.54 | | | | Profit/(Loss) before Exceptional Items & Tax | 10.11 | -296.48 | Exceptional Items | 8.62 | 749.36 | Tax Expenses | 6.28 | -911.65 | Net Profit/(Loss) | -4.79 | -134.19 | Balance brought forward from previous year | -134.19 | - | Balance to be carried forward | -138.98 | -134.19 |
2. STATE OF COMPANYS AFFAIR & OPERATIONS During the year under review, Jubilant Agri and Consumer Products Limited has been engaged in the business of Agri Products comprising of wide range of crop nutrition, crop growth and crop protection, Performance Polymers comprising of consumer products, Food Polymers and VP Latex. During FY 2017, the Company has revenue from operations Rs.5195.37 million. The net loss after tax for the year 2017 is Rs.4.79 million 3. DIVIDEND AND TRANSFER TO RESERVES Keeping in view the losses, the Board of Directors has not recommended any dividend for the financial year 2016-17. Accordingly, there has been no transfer to general reserves. 4. CAPITAL STRUCTURE Authorised Share Capital The authorized share capital of the Company as at March 31, 2017 was Rs. 3,00,00,000 (Rupees Three Crores only) comprising 1,00,000 (One Lakh) equity shares of Rs. 10/- (Rupees Ten only) each, 19,00,000 (Ninteen Lakh) 10% Optionally Convertible Non-Cumulative Redeemable Preference shares of Rs.10/- (Rupees Ten only) each and 10,00,000 (Ten Lakh) 10% Non-Cumulative Redeemable Preference Shares of Rs.10/- (Rupees Ten only) each. Paid-Up Share Capital The paid-up Capital as at March 31, 2017 stands at Rs. 26,736,170/- (Rupees Two Crore Sixty Seven Lakh Thirty Six Thousand One Hundred and Seventy only) comprising of 50,000 (Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten only) each fully paid up 16,48,817 (Sixteen Lakh Forty Eight Thousand Eight Hundred and Seventeen) 10% Optionally Convertible Non-Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each fully paid up and 9,74,800 10% Non-Cumulative Redeemable Preference Shares of Rs. 10/- (Rupees Ten only) each fully paid up as compared to Rs. 1,69,88,170 (Rupees One Crore Sixty Nine Lakh Eighty Eight Thousand One Hundred and Seventy only) comprising of 50,000 (Fifty Thousand) equity shares of Rs.10/- (Rupees Ten only) each fully paid up and 16,48,817 (Sixteen Lakh Forty Eight Thousand Eight Hundred and Seventeen) 10% Optionally Convertible Non-Cumulative Redeemable Preference Shares of Rs.10/- (Rupees Ten only) each fully paid up as at the end of previous year. 5. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment, Re-appointment and Resignations Mr. Shamit Bhartia will retire at the ensuing Annual General Meeting (AGM) and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment. Brief resume of Mr. Shamit Bhartia with other details as stipulated under Secretarial Standard 2 are provided in the Notice convening the 9th AGM. Key Managerial Personnel During 2016-17, Mrs. Sheetal Kapoor, Company Secretary of the Company, has resigned w.e.f. July 05, 2016.Mr. Sandeep Kumar Shaw, Chief Financial Officer, has resigned w.e.f. April 28, 2017. The Board in its meeting held on May 24, 2017 has appointed Mr. Umesh Sharma as the Chief Financial Officer of the Company and also designated him as Key Managerial Personnel of the Company. Declaration by Independent Directors All Independent Directors have given declaration that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013. Meetings of the Board A tentative calendar of Meeting is prepared and circulated in advance to the Directors. The intervening gap between the two consecutive meetings was within the period prescribed under the Act, Secretarial Standard - 1. During the year ended March 31, 2017, the Board met 4 times i.e. on May 23, 2016, August 10, 2016, October 28, 2016 and February 8, 2017. Appointment and Remuneration Policy The Company has implemented an Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Act. The policy is annexed herewith as Annexure 1 to this report. Board Evaluation Pursuant to the provisions of the Act and the Performance Evaluation Policy of the Company, the Board has carried out annual evaluation of its performance, its Committees and Directors through structured questionnaire. Performance of the Board was evaluated by each Director on the parameters such as its role and responsibilities, business risks, contribution to the development of strategy and effective risk management, understanding of operational programmes, availability of quality information in a timely manner, regular evaluation of progress towards strategic goals and operational performance, adoption of good governance practices and adequacy and length of meetings, etc. Independent Directors also carried out evaluation of the Board performance. Board Committees were evaluated by the respective Committee members on the parameters such as its role and responsibilities, effectiveness of the Committee vis-a-vis assigned role, appropriateness of Committee composition, timely receipt of information by the Committee, effectiveness of communication by the Committee with the Board, Senior Management and Key Managerial Personnel. Directors were evaluated individually by the Board of Directors (excepting the Director himself) on the parameters such as his/ her preparedness at the Board meetings, attendance at the Board meetings, devotion of time and efforts to understand the Company and its business, quality of contribution at the Board meetings, application of knowledge and experience while considering the strategy, effectiveness of follow-up in the areas of concern, communication with Board members, Senior Management and Key Managerial Personnel, etc. Nomination and Remuneration Committee also carried out the performance evaluation of the individual Directors. The performance evaluation of the Non Independent Directors was also carried out by the Independent Directors. 6. DISCLOSURE ON AUDIT COMMITTEE The Audit Committee, as on March 31, 2017, comprises of Mr. R. Bupathy as Chairman, Mr. S. K. Roongta, Mr.Ghanshyam Dass and Mr. Videh Kumar Jaipuriar as members. Further, all the recommendations made by Audit Committee were accepted by the Board of Directors. 7. Details of Meeting of Committee held during the year and attendance of Director: During the financial year 2016-17, meetings of Committees of Board of Directors were held on the following dates: Audit Committee met on May 23, 2016, August 10, 2016, August 31, 2016, October 28, 2016 and February 8, 2017. Nomination, Remuneration and Compensation Committee met on May 23, 2016, August 10, 2016. Sustainability and CSR Committee met on May 23, 2016 and August 10, 2016. Finance Committee met on April 15, 2016, June 22, 2016, June 29, 2016, August 10, 2016 and October 28, 2016. Name of the Committee | Meetings held | Priyavrat Bhartia | Shamit Bhartia | Ghanshyam Dass | R. Bupathy | S. K. Roongta | Shivpriya Nanda | Videh Kumar Jaipuria | Audit | 5 | N.A. | N.A. | 5 | 5 | 5 | N.A. | 5 | Sustainability & CSR | 2 | 0 | N.A. | 2 | 2 | N.A. | 2 | N.A. | Nomination Remuneration and Compensation | 2 | 0 | 2 | 2 | 2 | 2 | N.A. | N.A. | Finance | 6 | 4 | 6 | N.A. | N.A. | N.A. | N.A. | 6 |
8. AUDITORS & AUDIT REPORTS Statutory Auditors "In terms of the provisions of Section 139 of the Act, M/s. K. N. Gutgutia & Co., Chartered Accountants were appointed as the Companys Statutory Auditors by the shareholders at their 7th AGM held on December 21, 2016, for a period of five years i.e. till the conclusion of 12th AGM. The said appointment is subject to ratification by the members at every AGM. Accordingly, the appointment of M/s. K. N. Gutgutia & Co., Chartered Accountants, as the Company's Statutory Auditors, from the conclusion of 9th AGM till the conclusion of 10th AGM, is placed for ratification by the members. The Company has received certificate from the Auditors to the effect that ratification of their appointment, if made, shall be in accordance with the provisions of Section 141 of the Act. The reports of Statutory Auditors on Financial Statements forms part of the Annual Report. There are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors Reports. Cost Auditors "Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has prescribed audit of cost records for certain products. Accordingly, the Company needs to carry out cost audit of its products. Based on the recommendations of the Audit Committee, the Board of Directors has re-appointed M/s. J.K. Kabra & Co., Cost Accountants as Cost Auditors of the Company to conduct the cost audit for the financial year 2017-18. Secretarial Auditor Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Sanjay Grover & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark or disclaimer. The Secretarial Audit Report is annexed as Annexure 2 to this report. The Board has re-appointed M/s Sanjay Grover & Associates, Company Secretaries, as Secretarial Auditors of the Company for FY 2017-18. 9. RISK MANAGEMENT Todays business environment remains challenging for the Corporate World and risk management retains its high position on every organizations agenda. The Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, the Company looks at these risks as challenges and opportunities to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and senior management levels, the Company has a robust risk management strategy in place. The senior management team sets the overall tone and risk culture of the organization through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines which are presented to the Board especially with respect to risk assessment and risk minimization procedures. As an organization, it promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds the key to the success of our journey of continued competitive sustainability in attaining desired business objectives. 10. HUMAN RESOURCES The Company recognizes that its people are the eminent source of competitiveness and therefore its our constant endeavor to support and build people capabilities and to make them attain better results. With an aim to be the employer of choice, we encourage leadership & commitment through various measures to maintain management quality, improved employee productivity and employee satisfaction through a neutral and congenial culture. The cornerstone continues to be on most ingenious HR practices of attracting the right & the best talent available, Engaging and retaining them and also provide developmental inputs, critical to maintain desired operational standards, Develop a credible succession plan for key positions, ensuring no adverse impact on the business objectives, in case of unexpected departures in key positions. The Company continues to invest in various talent engagement & development programs for its employees in an integrated approach. The framework is to provide comprehensive range of training interventions to nationwide employees by special focus on Action-Learning projects, Breakthrough Workshops, orbit shifts, Young leaders acceleration Program, Talent & Succession planning. Training and developing existing talent by identifying & differentiating High Performance High Potential. The successors to the business heads are being engaged to lead cross functional teams and are structurally involved in strategy and operational discussion to build up the holistic knowledge of the business and create a win-win situation for both the employees and the organization. To execute its growth and diversification plans, the Company continues to hire new, highly skilled scientific and technical personnel also the search partner engagement program enables the Company to reinforce its employer branding that has translated in to successful lateral hiring at key positions. We have also introduced rewards and recognition policies for we believe that each individuals success contributes to the sustained success of the organization. The Company has adopted a Policy on Prevention of Sexual Harassment at workplace under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year under review under the policy. 11. AWARDS AND ACCOLADES During the year, the Company received various awards and accolades like: 17th Annual Greentech Environment GOLD AWARD in Chemical Sector for outstanding achievement in Environment Management; SILVER Award for outstanding achievements in Training Excellence in India's prestigious 6th Annual Greentech HR Award - 2016; GOLD AWARD for outstanding achievements in Quality Excellence in India's Prestigious FAME Excellence Award - 2016; GOLD AWARD in Chemical Sector for outstanding achievement in Safety Management. 12. CORPORATE SOCIAL RESPONSIBILITY In view of losses, the Company is not mandatorily required to contribute towards CSR. However, the Company through the CSR Wings of Jubilant Bhartia Foundation (JBF) has been working with various stakeholders to bring about progressive social change by knowledge generation & sharing, experiential learning and entrepreneurial ecosystem. A summary of the activities of JBF is provided on its website www.jubilantbhartiafoundation.com Annual Report on CSR activities of the Company for the financial year 2016-17 has been attached as Annexure 3 and forms part of this report. 13. OTHER STATUTORY DISCLOSURES i. Extract of Annual Return: Pursuant to provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form No. MGT 9 is attached as Annexure 4 to this report. ii. Deposits: The Company did not invite/accept any deposits covered under Chapter V of the Act. Accordingly no disclosure or reporting is required in respect of details relating to deposits covered under this Chapter. iii.Loans, Guarantees and Investments: The details of Loans, Guarantees and Investments covered under Section 186 of the Act form part of the notes to the financial statements. iv. Particulars of Contracts or Arrangements with the Related Parties: All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC 2 is not applicable. All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis. Transactions with the related parties are disclosed in Note to the financial statements. v. Material Changes in Financial Position: No material change or commitment has occurred after the close of the Financial Year 2016-17 till the date of this Report, which affects the financial position of the Company. v.Significant or Material orders: There is no significant or material orders passed by the Regulators or Courts or tribunal impacting the going concern status of the Company and its future operations. vi. Vigil Mechanism/Whistle Blower Policy: The Company has a robust Whistle Blower Policy and Ombudsman Process to make the workplace at Jubilant conducive to open communication regarding business practices. It enables the Directors and full time employees to voice their concerns or disclose or report fraud, unethical behavior, violation of the Code of Conduct, questionable accounting practices, grave misconduct, etc. without fear of retaliation/ unlawful victimization/ discrimination which is a sine qua non for an ethical organization. The Whistle Blower Policy has been posted on the website of the Company. The link of the same is http://www.jacpl.co.in/wp-content/uploads/2015/11/JUBILANT-BHARTIA-GROUP-WHISTLE-BLOWER-POLICY.pdf. The Audit Committee periodically reviews the functioning of the Policy and Ombudsman Process. During the year, no Director or full time employee was denied access to the Chairman of the Audit Committee. vii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo, required to be disclosed pursuant to Section 134(3)(m) the Act read with Rules 8 of Companies (Accounts) Rules, 2014 as amended has been given in Annexure 5 and forms part of this Report. 14. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to provisions of Section 134 of Companies Act, 2013, your Directors, based on the representation received from the management, confirm that: in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; the directors had selected such accounting policies 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 on March 31, 2017 and of the profits / loss of the company for the year ended March 31, 2017; the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls including the Control Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls are adequate and effective during the Financial Year 2016-17. 15. ACKNOWLEDGMENTS Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government Authorities. Your Directors thank the Shareholders, Financial institutions, Banks/other Lenders, Customers, Vendors and other business associates for the confidence reposed in the Company and its management and look forward to their continued support. The Board places on record its appreciation for the dedication and commitment of the employees at all levels, which has continued to be our major strength. We look forward to their continued support in the future. | | For and on behalf of the Board | | | | | | Place : NOIDA | | | | Date : May 24, 2017 | | Videh Kumar Jaipuriar | Priyavrat Bhartia | | | Whole-time Director | Director |
Annexure 1 JUBILANT AGRI AND CONSUMER PRODUCTS LIMITED APPOINTMENT AND REMUNERATION POLICY Scope This Policy aims to ensure that the persons appointed as Directors, Key Managerial Personnel and Senior Management possess requisite qualifications, experience, expertise and attributes commensurate to their positions and level and that the composition of remuneration to such persons is fair and reasonable and sufficient to attract, retain and motivate the personnel to manage the Company successfully. This Policy has been developed and implemented by the Nomination and Remuneration Committee and is applicable to Directors, Key Managerial Personnel, Senior Management and other employees of the Company. This Policy is in compliance with Section 178 of the Companies Act, 2013 and applies to the following categories of Directors and employees of the Company: Part I - Key Managerial Personnel Part II - Non-executive Directors / Independent Directors Part II - Senior Management and other employees DEFINITIONS i. Act means the Companies Act, 2013 read with the rules, clarifications, circulars and orders issued thereunder from time to time including any modification or re-enactment thereof. ii. Board means the Board of Directors of the Company. - iii. Independent Director means an Independent Director of the Company appointed in pursuance of the Act. iv. Key Managerial Personnel or KMP means person(s) appointed as such in pursuance of Section 203 of the Act. v. NRC means Nomination and Remuneration Committee of the Board, constituted in accordance with the provisions of Section 178 of the Act. vi. Other Employees means all the employees of the Company other than the Key Managerial Personnel and the Senior Management. vii. Rules means the rules framed under the Act. viii. Senior Management shall mean the personnel of the Company designated as Senior Management in accordance with the definition laid down under Explanation to Section 178 of the Act. ix. Stock Options means the options given or to be given by the Company as per the prevalent Employees Stock Option Scheme/Plans of the Company. Unless the context otherwise provides, terms not defined herein and used in this Policy, shall bear the same meaning as prescribed under the Act, or any other relevant law. Where an employee is a Key Managerial Personnel as well as holds a Senior Management Position (such as CFO), his/her terms of appointment shall be governed by both Part I and Part III of this Policy and in the event of any conflict, the stricter clause shall prevail. GENERAL QUALIFICATIONS AND ATTRIBUTES FOR ALL DIRECTORS Should be a reasonable person with integrity and ethical standards. Should meet the requirements of the Act and other applicable laws for the time being in force. Should have the requisite qualifications, skills, knowledge, experience and expertise relevant or useful to the business of the Company. The relevant experience could be in areas of management, human resources, sales, administration, research, Corporate Governance, manufacturing, international operations, public service, finance, accounting, strategic planning, risk management, supply chain, science and technology, marketing, law or any other area considered necessary by the Board/NRC. Should be a person who is capable of balancing the interests of the Company, its employees, the shareholders, the community and for the protection of the environment. Is expected to: a. Uphold ethical standards of integrity and probity. b. Act objectively and constructively while exercising his/her duties. c. Exercise his/her responsibilities in a bonafide manner in the interest of the Company. d. Devote sufficient time and attention for informed and balanced decision making. e. Not allow any extraneous considerations that will vitiate his/her exercise of objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making. f. Not abuse his/her position to the detriment of the Company or its shareholders or to gain direct or indirect personal advantage or advantage for any associated person. g. Avoid conflict of interest, and in case of any situation of conflict of interest, make appropriate disclosures to the Board. h. Assist the Company in implementing the best corporate governance practices. i. Exhibit his/her total submission to the limits of law in drawing up the business policies, including strict adherence to and monitoring of legal compliances at all levels. j. Have ability to read and understand the financial statements. k. Protect confidentiality of the confidential and proprietary information of the Company. The prospective Director: NRC has the discretion to decide whether qualification, expertise, experience and attributes possessed by a person are sufficient / satisfactory for the concerned position. COMPLIANCES The terms/ process of appointment / re-appointment and remuneration of the Directors and other employees covered under this Policy shall be governed by the provisions of the Act, Rules, other applicable laws and policies and practices of the Company. Disclosures This Policy shall be disclosed in the Annual Report of the Company REVIEW / AMENDMENT Based on the recommendation of the NRC, the Board may amend, abrogate, modify or revise any or all clauses of this Policy in accordance with the Act, and/or any other applicable law or regulation. PART I KEY MANAGERIAL PERSONNEL Part I of this Policy comprises of two parts as under: PART A - Managing Directors / Whole-Time Directors (EDs) PART B - Chief Financial Officer, Company Secretary and other KMPs PART A- MANAGING DIRECTORS / WHOLE-TIME DIRECTORS (EDs) OBJECTIVES Identify persons who possess appropriate qualifications, experience and attributes for appointment as EDs. The remuneration payable to the EDs is commensurate with their qualification, experience and capabilities and takes into account the past performance and achievements of such ED. A suitable component of remuneration payable to the EDs is linked to their performance, performance of the business and the Company. The remuneration payable to the EDs is comparable with the remuneration paid to the EDs of other companies which are similar to the Company in terms of nature of business, size and complexity. SPECIFIC QUALIFICATIONS AND ATTRIBUTES In addition to the qualifications and attributes specified in General Qualifications and Attributes above, the prospective Director satisfies the criteria set out under the applicable law including the Act for eligibility to be appointed as ED. PROCESS OF APPOINTMENT AND REMOVAL Appointment NRC shall identify suitable persons for appointment and recommend their appointment to the Board along with the terms of appointment and remuneration. The Board will consider recommendations of NRC and approve the appointment and remuneration, subject to approval of the shareholders of the Company. Removal Where the appointee is subjected to any disqualification(s) mentioned in the Act, Rules or under any other law, rules and regulations, code of conduct and / or policies of the Company, NRC shall recommend to the Board his/her removal from the services of the Company. COMPONENTS OF REMUNERATION / INCREMENTS Remuneration shall consist of: Fixed remuneration including perquisites and allowances, retiral benefits (like Provident Fund/Gratuity/Superannuation/Leave encashment, etc.) and other benefits as per policy of the Company. Variable remuneration based on the performance of the individual, business and the Company as a whole. No Sitting Fee shall be payable for attending the meetings of the Board or committees thereof. Stock Options as per terms of the prevalent Stock Options Plan, if eligible. Any other incentive as may be applicable. ANNUAL INCREMENT Annual increment will be granted by the Board on recommendation of NRC, based on the performance of the individual, performance of the business and the Company as a whole. | | For and on behalf of the Board | | | | | | Place : NOIDA | | | | Date : May 24, 2017 | | Videh Kumar Jaipuriar | Priyavrat Bhartia | | | Whole-time Director | Director |
Annexure 2 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017 [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Jubilant Agri and Consumer Products Limited (CIN: U52100UP2008PLC035862) Bhartiagram, Gajraula,District Amroha, Uttar Pradesh-244223 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jubilant Agri and Consumer Products Limited(hereinafter called the Company), which is an Unlisted Company. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. We report that a)Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. b)We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. c)We have not verified the correctness and appropriateness of the financial statements of the Company. d)Wherever required, we have obtained the Management representation about the compliances of laws, rules and regulations and happening of events etc. e)The compliance of the provisions of the Corporate and other applicable laws, rules, regulation and standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis. f)The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2017 (Audit Period) complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on 31st March, 2017 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder/Companies Act, 1956 (wherever applicable); and (ii) *Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; * No event took place under these regulations during the Audit period. We have also examined compliance with the applicable clauses of the Secretarial Standard on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India. During the Audit Period, the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines, to the extent applicable, as mentioned above. (iii) The business portfolio of the Company comprises primarily of the followings:- Performance Polymers: Adhesives and Wood Finish, Food Polymer (Solid PVA) and VP Latex & SBR Latex; Agri Products: Single Super Phosphate, Sulphuric Acid and Agri Chemicals for Crop Products; The Company has manufacturing facilities of Fertilizers, Wood Finish and Sulphuric Acid at Gajraula (Uttar Pradesh); Latex at Savli (Gujarat); Fertilizers at Chittorgarh (Rajasthan) and Adhesive at Sahibabad (Uttar Pradesh). As informed by the management, following are some of the laws specifically applicable to the Company:- . Essential Commodities Act, 1955; . Legal Metrology Act, 2009; and . The Fertilizer Control Order, 1985; We have checked the Compliance Management System of the Company to obtain reasonable assurance about the adequacy of systems in place to ensure compliance of specifically applicable laws and this verification was done on test basis. We believe that the Audit evidence which we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion and to the best of our information and according to explanations given to us, we believe that the Compliance Management System of the Company seems adequate to ensure compliance of laws specifically applicable to it. We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notices were given to all directors to schedule the Board Meetings; Agenda and detailed notes on agenda were sent in advance of the meetings and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation at the meeting. Board decisions are carried out with unanimous consent and therefore, no dissenting views were required to be captured and recorded as part of the minutes. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. | | | For Sanjay Grover & Associates | New Delhi | | | Company Secretaries | 24TH May, 2017 | | | Firm Registration No.: P2001DE052900 |
Annexure 3 Annual Report on Corporate Social Responsibility (CSR) Activities Financial Year 2016-17 1. A brief outline of the Companys Corporate Social Responsibility Policy ("CSR Policy"), including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy and projects or programs Corporate Social Responsibility ("CSR") at Jubilant is the commitment of businesses to contribute to sustainable economic development by working with the employees, their families, the local community and the society at large to improve their lives in ways that are good for business and for its development. CSR segment of the organisation is guided by the Sustainability Mission of the Company. In compliance with the provisions of Section 135 of the Companies Act, 2013 (the Act) read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has taken the following steps: Adoption of CSR Policy which has been placed on the Companys website www.jacpl.co.in. While implementing CSR projects, the Company shall give priority to the area around its manufacturing locations in India. The Committee approved the following CSR activities which are in line with Schedule VII to the Act: Project Arogya and SwasthyaPrahari: Improving health indices through innovative services and promoting health seeking behavior; Project Muskaan: Universalising elementary education and improving quality parameters for primary education through community involvement; and Project Arogya and SwasthyaPrahari: Improving health indices through innovative services and promoting health seeking behavior; Project Muskaan: Universalising elementary education and improving quality parameters for primary education through community involvement; and Project Samridhi: Enhancing alternate livelihood opportunity and income of Farmers. 2. The Composition of the CSR Committee. The Composition of the CSR Committee of the Board is as under: S. No. | Name | Designation | | | | 1 | Mr. PriyavratBhartia, Chairman | Non-executive Director | 2 | Mr. R. Bupathy | Independent Director | 3 | Mr. GhanshyamDass | Independent Director | 4 | Mr. Videh Kumar Jaipuriar | Whole-time Director | | | |
3. Average net profit of the Company for last three Financial Years: Loss of Rs. 650.32 million 4. Prescribed CSR Expenditure (2% of the amount as in item 3 above): Due to losses, no CSR expenditure has been done during financial year 2016-17. 5 Details of CSR spend during the Financial Year 2016-17 a)Total amount to be spent as per budget for the Financial Year 2016-17 :NIL b) Amount unspent vis-?is prescribed CSR expenditure as per Section 135(5) of the Act: NIL. c) Manner in which the amount spent during the financial year is detailed below: | | | | | | | | | (Rs. in million) | 1 | 2 | 3 | 4 | | 5 | 6 | | 7 | 8 | Sr. No. | CSR Project or Activity Identified | Sector in which the Project is covered | Projects or Programs | | Amount outlay (budget) Project or Programs wise | Amount spent on the Projects or Programs: | | Cumulative expenditure upto the reporting period | Amount spent: Direct or through implementing agency | | | | Local area or other | State and district where Projects or Programs was undertaken | | Direct expenditure on Projects or Programs | Overheads | | | | | | | NOT APPLICABLE | | | | | |
6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board Report. Not applicable. 7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and Policy of the Company. The CSR Committee confirms that the implementation and monitoring of the CSR policy, is in compliance with CSR objectives and Policy of the Company. | For Jubilant Agri and Consumer Products Limited | | | | | Videh Kumar Jaipuriar | | | Priyavrat Bhartia | | Whole-time Director | | | Chairman - CSR Committee |
Annexure 4 Extract of Annual Return (FormNo.MGT-9) As on the Financial Year ended on March 31, 2017 [Pursuanttosection92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration)Rules,2014] I.REGISTRATIONANDOTHERDETAILS: | | (i) CIN | U52100UP2008PLC035862 | (ii) Registration Details | 21-Aug-08 | (iii) Name of the Company | Jubilant Agri and Consumer Products Limited | (iv) Category/Sub-Category of the Company | Public Company Limited by Shares | (v) Address of the Registered Office and contact no. | Bhartiagram, Gajraula, District Amroha - 244 223, Uttar Pradesh, India, Tel:+91-5924-252353-60 | (vi) Whether listed company | No | (vii) Name, Address and Contact details of Registrar and Transfer Agent, If any | N.A. |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the Company shall be stated: S. No. | Name &Description of main products / services | NIC Code of the Product/ service | % to total turnover of the Company | 1 | Single Super Phosphates | 201 | 19.17% | 2 | Adhesives | 202 | 23.28% | 3 | VP-Latex | 221 | 22.25% | 4 | Solid Polyvinyl Acetate | 201 | 19.17% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES S. No. | Name and address of the Company | CIN/GLN | Holding / Subsidiary/ Associate | % of shares held | Applicable Section of the Companies Act, 2013 | 1 | Jubilant Industries Limited,
Bhartiagram, Gajraula, District Amroha -244223, Uttar Pradesh, India | L24100UP2007PLC032909 | Holding | 100% | Sec 2(46) |
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Shareholding Category of Shareholder | No. of shares held at the beginning of the year (April 01, 2016) | | | | No. of shares held at the end of the year (March 31, 2017) | | | | % Change during the year | | Demat | Physical | Total | % of total shares | Demat | Physical | Total | % of total shares | | A. Promoter | | | | | | | | | | 1. Indian | | | | | | | | | | a) Individuals/ HUF | - | 7 | 7 | 0.01 | - | 7 | 7 | 0.01 | - | b) Central Govt. | - | - | - | - | - | - | - | - | - | c) State Govt(s) | - | - | - | - | - | - | - | - | - | d) Bodies Corp. | - | 49,993 | 49,993 | 99.99 | - | 49993 | 49993 | 99.99 | - | e) Banks/FI | - | - | - | - | - | - | - | - | - | f) Any Others | - | - | - | - | - | - | - | - | - | Sub Total(A)(1) | - | 50,000 | 50,000 | 100 | - | 50,000 | 50,000 | 100 | - | 2. Foreign | | | | | | | | | | a) NRIs Individuals* | - | - | - | - | - | - | - | - | - | b) Other Individuals | - | - | - | - | - | - | - | - | - | c) Bodies Corp. | - | - | - | - | - | - | - | - | - | d) Banks/FI | - | - | - | - | - | - | - | - | - | e) Any Others | - | - | - | - | - | - | - | - | - | Sub Total(A)(2) | - | - | - | - | - | - | - | - | - | Total Shareholding of Promoter (A) = (A)(1)+(A)(2) | - | - | - | - | - | - | - | - | - | B. Public shareholding | | | | | | | | | | 1. Institutions | | | | | | | | | | a) Mutual Funds | - | - | - | - | - | - | - | - | - | b) Banks/FI | - | - | - | - | - | - | - | - | - | c) Central Govt. | - | - | - | - | - | - | - | - | - | d) State Govt(s) | | | | | | | | | | e) Venture Capital Funds | - | - | - | - | - | - | - | - | - | f) Insurance Companies | - | - | - | - | - | - | - | - | - | g) FIIs | - | - | - | - | - | - | - | - | - | h) Foreign Venture Capital Funds | - | - | - | - | - | - | - | - | - | i) Others | - | - | - | - | - | - | - | - | - | Sub-Total (B)(1) | - | - | - | - | - | - | - | - | - | 2. Non-Institutions | | | | | | | | | | a) Bodies Corp | | | | | | | | | | (i) Indian | - | - | - | - | - | - | - | - | - | (ii) Overseas | - | - | - | - | - | - | - | - | - | b) Individual | | | | | | | | | | (i) Individuals shareholders holding nominal share capital up to Rs. 1 lakh | - | - | - | - | - | - | - | - | - | (ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh | - | - | - | - | - | - | - | - | - | c) Others | | | | | | | | | | (i) The Custodian Special Court | - | - | - | - | - | - | - | - | - | (ii) Trust | - | - | - | - | - | - | - | - | - | (iii) Non-resident Indians | - | - | - | - | - | - | - | - | - | Sub-Total (B)(2) | - | - | - | - | - | - | - | - | - | Total Public Shareholding | - | - | - | - | - | - | - | - | - | (B) = (B)(1)+(B)(2) | | | | | | | | | | TOTAL (A)+(B) | - | - | - | - | - | - | - | - | - | Shares held by Custodians for | - | - | - | - | - | - | - | - | - | GDRs & ADRs | | | | | | | | | | Grand Total (A)+(B)+ (C ) | - | 50,000 | 50,000 | 100 | - | 50,000 | 50,000 | 100 | - |
(ii) Shareholding of Promoters S. No. | Shareholders Name | Shareholding at the beginning of the year (April 01, 2016) | | | Share holding at the end of the year (March 31, 2017) | | | % change in share holding during the year | | | No. of Shares | %of total Shares of the company | % of Shares Pledged/ encumbered to total shares | No. of Shares | %of total Shares of the company | %of Shares Pledged/ encumbered to total shares | | 1 | Jubilant Industries Limited | 49,993 | 99.99 | 0 | 49,993 | 99.99 | 0 | 0 | 2 | Jubilant Industries Limited jointly with Mr. Videh Kumar Jaipuriar | 1 | 0.002 | 0 | 1 | 0.002 | 0 | 0 | 3 | Jubilant Industries Limited jointly with Mr. Prakash Chandra Bisht | 1 | 0.002 | 0 | 1 | 0.002 | 0 | 0 | 4 | Jubilant Industries Limited jointly with Mr. Sandeep Kumar Shaw | 1 | 0.002 | 0 | 1 | 0.002 | 0 | 0 | 5 | Jubilant Industries Limited jointly with Mr. Sanjay Das | 1 | 0.002 | 0 | 1 | 0.002 | 0 | 0 | 6 | Jubilant Industries Limited jointly with Mr. Arun Sharma | 1 | 0.002 | 0 | 1 | 0.002 | 0 | 0 | | | | | | | | | | 7 | Jubilant Industries Limited jointly with Mr. Ashwani | 1 | 0.002 | 0 | 1 | 0.002 | 0 | 0 | | Malhotra | | | | | | | | 8 | Jubilant Industries Limited jointly with Mr. Dinesh Kumar Gupta | 1 | 0.002 | 0 | 1 | 0.002 | 0 | 0 | TOTAL | | 50,000 | 100 | 0 | 50,000 | 100 | 0 | 0 |
(iii) Change in Promoters Shareholding Name | Shareholding at the beginning of the year | | Date | Increase/decrease during the year | Reasons | Cumulative Shareholding during the year/Shareholding at the end of the year | | | No. of Shares | % of total shares of the company | | | | No. of shares | % of total shares of the company | | | | | NIL | | | |
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): S. No. | Name of the Shareholder | Shareholding | | Cumulative Shareholding during the year | | | | No. of Shares | % of total shares of the company | No. of shares | % of total shares of the company | | | | None | | |
(v) Shareholding of Directors and Key Managerial Personnel: S. No. | Name & Designation | Shareholding at the beginning of the year (April 1, 2016) | | Date wise Increase/Decrease in Share Holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity, etc.) | Cumulative Shareholding during the year (2016-17) | | At the end of the year (March 31, 2017) | | | | No. of shares | % of total shares of the company | | No. of shares | % of total shares of the Company | No. of shares | % of total shares of the Company | 1 | Mr. Priyavrat Bhartia, Director | - | - | | - | - | - | - | 2 | Mr. Shamit Bhartia, Director | - | - | | - | - | - | - | 3 | Mr. Ghanshyam Dass, Director | - | - | No change during the Financial year 2016-17 | - | - | - | - | 4 | Mr. Ramanathan Bupathy, Director | - | - | | - | - | - | - | 5 | Mr. S. K. Roongta, Director | - | - | | - | - | - | - | 6 | Ms. Shivpriya Nanda, Director | - | - | | - | - | - | - | 7 | Mr. Videh Kumar Jaipuriar, Managing Director@ | 1 | 0.002 | | - | - | 1 | 0.002 | 8 | Mr. Sandeep Kumar Shaw, Chief Financial Officer@ | 1 | 0.002 | | - | - | 1 | 0.002 | 10 | Mrs. Sheetal Kapoor , Company Secretary# | - | - | | - | - | - | - |
@ He holds 1 Equity share of the Company jointly with Jubilant Industries Limited. # Mrs. SheetalKapoorresigned w.e.f. July 05, 2016. V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment | Secured Loans excluding deposits | Unsecured Loans | Deposits | Total Indebtedness | Indebtedness at the beginning of the financial year | | | | | i) Principal Amount | 2,039.86 | 705.00 | - | 2,744.86 | ii) Interest due but not paid | - | 34.12 | - | 34.12 | iii) Interest accrued but not due | 16.83 | 0.97 | - | 17.80 | Total (i + ii + iii) | 2,056.69 | 740.09 | - | 2,796.78 | Change in Indebtedness during the financial year | | | | | Addition | - | - | - | - | Reduction | 65.35 | 6.67 | - | 72.02 | Net Change | 65.35 | 6.67 | - | (72.02) | Indebtedness at the end of the financial year | | | | | i) Principal Amount | 1,976.07 | 677.16 | - | 2,653.23 | ii) Interest due but not paid | - | 55.83 | - | 55.83 | iii) Interest accrued but not due | 15.27 | 0.43 | - | 15.70 | Total (i + ii + iii) | 1,991.34 | 733.42 | - | 2,724.76 |
VI. REMUNERATIONOFDIRECTORSANDKEYMANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Director and/ or Manager: Sl. no. | Particulars of Remuneration | Name of Managing Director/Whole-time Director/ Manager | | | Mr. Videh Kumar JaipuriarWhole-time Director | 1 | Gross salary | | | (a)Salary as per provisions contained in section 17(1) of the Income-tax Act,1961 | 2,05,79,894.33 | | (b)Value of perquisites u/s17(2)of Income-taxAct,1961 | 1,72,951.00 | | (c)Profits in lieu of salary under section17(3) Income- tax Act,1961 | - | 2 | Stock Option | 906800 | 3 | Sweat Equity | - | 4 | Commission | - | | - as % of profit | | | - others, specify | | 5 | Others (Provident Fund) | 9,51,907.00 | | Total(A) | 2,26,11,552.33 | | Ceiling as per the Act | N.A. |
B. Remuneration to other directors: (i) Independent Directors: | | | | | | Amount (Rs.) | S. No. | Particulars of Remuneration | | Name of Directors | | | Total | | (Sitting Fees) | Mr. Ghanshyam Dass | Mr. R Bupathy | Mr. S. K. Roongta | Ms. Shivpriya Nanda | Amount | 1 | Fee for attending Board/ Committee meetings | 4,20,000 | 4,20,000 | 3,90,000 | 2,15,000 | 14,45,000 | 2 | Commission | - | - | - | - | - | 3 | Others, please specify | - | - | - | - | - | 4 | Total | 4,20,000 | 4,20,000 | 3,90,000 | 2,15,000 | 14,45,000 |
ii) Other Non-Executive Director: Mr. Priyavrat Bhartia and Mr. Shamit Bhartia, Non-Executive Non-Independent Director, had opted for not taking any remuneration Note: No managerial remuneration has been paid to Non-Executive Directors during the Financial Year 2016-17. Hence, computation of ceiling of managerial remuneration is not given. C. Remuneration to Key Managerial Personnel other than Managing Director/ Manager/ Whole-time Director S. No. | Particulars of Remuneration | Key Managerial Personnel | | | | | Mrs. Sheetal Kapoor | Mr. Sandeep Kumar Shaw | Total | | | Company Secretary# | Chief Financial Officer@ | | 1 | Gross salary | | | | | (a)Salary as per provisions contained in section17(1) of the Income-tax Act,1961 | 2,29,440 | 72,17,149 | 7446589 | | (b)Value of perquisites u/s17(2) Income-tax Act,1961 | - | 44,540 | 44,540 | | (c)Profits in lieu of salary under section17(3) Income- taxAct,1961 | - | - | - | 2 | Stock Option | - | 2,23,186 | 2,23,186 | 3 | Sweat Equity | - | - | - | 4 | Commission
- as% of profit
-others, specify | - | - | - | 5 | Others (Provident Fund) | 17,823 | 3,66,205 | 3,84,028 | | Total | 2,47,263 | 78,51,080 | 80,98,343 |
# Mrs. SheetalKapoor resigned w.e.f. July 05, 2016. @ Mr. Sandeep Kumar Shaw resigned w.e.f. April 28, 2017. VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties/ punishment/ compounding of offences for breach of any section of Companies Act against the Company or its Directors or other officers in default, if any during the year. | | | For and on behalf of the Board | | Place : NOIDA | | | Videh Kumar Jaipuriar | Priyavrat Bhartia | Date : May 24, 2017 | | | Whole-time Director | Director |
Annexure 5 Disclosure under Section134(3)(M) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. A. CONSERVATION OF ENERGY: (i) Steps taken or impact on conservation of energy Various initiatives have been taken by the Company for energy conservation measures. Some of these are mentioned below; Optimizing use of utility equipments IE3 motors installation at Samlaya LED light installation at Samlaya, Sahibabad OPE improvement Equipment Rationalisation Through these initiatives Power consumption reduction achieved 632931 UnitsA45:A46 (KWH). Energy consumption reduction achieved through these initiatives 2399.2 GJ for year 2016-17. (ii) Steps taken by the Company for utilizing alternate sources of energy The Company recognizes that climate change mitigation requires significant consideration in business decisions. To bring down carbon foot print, the Company replaced 2268 MT of coal with carbon neutral fuel rice husk. (iii) Capital investment on energy conservation equipments Rs. 7.75 Million have been invested for energy conservation initiatives in 2016-17. B. TECHNOLOGY ABSORPTION i) Efforts made towards technology absorption Research & Development plays a vital role in innovation, developing and absorbing new technologies to build a robust pipeline of products in a timely manner and ensures product leadership. New technologies are conceptualized at the lab scale followed by scale up leading to commercialization, with a lead time comparable to the best in the industry. R&D technology inputs further enhance the operational efficiencies. Six Sigma initiatives at R&D and plant also play a critical role for the adoption of new technologies and enhance the efficiency of our manufacturing plants. ii) Benefits derived like product improvement, cost reduction, product development or import substitution Introduction of cost effective products & process improvements in all the areas of the business enables the company to achieve global leadership position. R&D has a constant thrust on integrating superior but cost effective technologies through product improvements and new product developments. R&D provides a robust knowledge and application research, which ensures timely technical services to customers. This helps our customers to identify & profit from emerging opportunities. iii) Imported Technology NIL iv) Expenditure incurred on Research and Development | | | (Rs.in million) | | | Year ended March 31, 2017 | Year ended March 31, 2016 | (a) | Capital | 7.39 | 0.13 | (b) | Recurring | 39.01 | 36.77 | (c) | Total | 46.4 | 36.89 | (d) | Total R & D expenditure as a percentage of Total Turnover | 0.89% | 0.66% |
C .FOREIGN EXCHANGE EARNING AND OUTGO | | (Rs.in million) | | As on March 31, 2017 | As on March 31, 2016 | Foreign Exchange Earned | 921.63 | 903.43 | Foreign Exchange Outgo | 17.43 | 9.19 |
| | | For and on behalf of the Board | | Place : NOIDA | | | | | Date : May 24, 2017 | | | Videh Kumar Jaipuriar | Priyavrat Bhartia | | | | Whole-time Director | Director |
Description of state of companies affair 2. STATE OF COMPANYS AFFAIR & OPERATIONS During the year under review, Jubilant Agri and Consumer Products Limited has been engaged in the business of Agri Products comprising of wide range of crop nutrition, crop growth and crop protection, Performance Polymers comprising of consumer products, Food Polymers and VP Latex. During FY 2017, the Company has revenue from operations Rs.5195.37 million. The net loss after tax for the year 2017 is Rs.4.79 million Details regarding energy conservationvii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo, required to be disclosed pursuant to Section 134(3)(m) the Act read with Rules 8 of Companies (Accounts) Rules, 2014 as amended has been given in Annexure 5 and forms part of this Report. Details regarding technology absorptionvii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo, required to be disclosed pursuant to Section 134(3)(m) the Act read with Rules 8 of Companies (Accounts) Rules, 2014 as amended has been given in Annexure 5 and forms part of this Report. Details regarding foreign exchange earnings and outgovii. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and outgo, required to be disclosed pursuant to Section 134(3)(m) the Act read with Rules 8 of Companies (Accounts) Rules, 2014 as amended has been given in Annexure 5 and forms part of this Report. Disclosures in director’s responsibility statement14. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to provisions of Section 134 of Companies Act, 2013, your Directors, based on the representation received from the management, confirm that: in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; the directors had selected such accounting policies 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 on March 31, 2017 and of the profits / loss of the company for the year ended March 31, 2017; the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis; and the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls including the Control Manager for financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls are adequate and effective during the Financial Year 2016-17. |