Jayant Agro Organics Ltd.
You can view full text of the latest Director's Report for the company.
ISIN No INE785A01026 52Wk High (Rs.) 465 BV (Rs.) 107.43 FV (Rs.) 5.00
Bookclosure 28/06/2018 52Wk Low (Rs.) 190 EPS (Rs.) 17.82 P/E (X) 15.28
Mkt Cap. (Rs. Cr.) 816.90 P/BV (X) 2.53 Div Yield (%) 1.61 Mkt Lot 1
2017-03

Dear Shareholders,

The Directors are pleased to present the Twenty - Fifth (25th)Annual Report for the financial year ended March 31, 2017 along with the Audited Financial Statement and the Auditor's Report.

1. Financial Results: (Rs. in Lacs)

Particulars

Standalone

Consolidated

March 31, 2017

March 31, 2016

March 31, 2017

March 31, 2016

Revenue from operations and other income

66,074.75

56,493.71

1,66,635.45

1,37,985.34

Profit before Depreciation & Amortization Expenses, Finance Costs and Tax

8,736.97

5,218.18

12,794.30

7,743.91

Less: Depreciation, and Amortization Expenses

780.00

872.93

1,137.82

1,157.76

Profit before Finance cost and Tax

7,956.97

4,345.25

11,656.48

6,586.15

Less: Finance Cost

1,248.47

1,162.14

3,193.85

2,807.37

Profit before Tax

6,708.50

3,183.11

8,462.63

3,778.78

Less: Provision for Tax

2,227.18

1,060.87

2,881.35

1,296.58

Add: MAT Credit Entitlement of earlier years

43.70

37.83

55.22

37.83

Profit for the year before minority interest

4,525.02

2,160.07

5,636.50

2,520.03

Less: Minority Interest

-

-

279.40

91.64

Profit After Tax

4,525.02

2,160.07

5,357.10

2,428.39

Add: Profit brought forward from the previous year

13,041.46

11,558.40

16,120.71

13,289.55

Profit available for appropriation, which is appropriated as follows:

17,566.48

13,718.47

14,363.91

12,612.53

Appropriations:

Interim Dividend

1125.00

--

1,302.10

--

Proposed Dividend

187.50

562.50

187.50

562.50

Dividend Distribution Tax

231.14

114.51

267.20

114.51

Transferred to General Reserve

-

-

-

-

Balance carried to Balance Sheet

16,022.84

13,041.46

14,363.91

12,612.53

Total

17,566.48

13,718.47

16,120.71

13,289.55

Earnings per share(EPS) (Face Value of shares Rs.5/-)

30.17

14.40

35.71

16.19

2. Overview of Financial Performance:

The Annual Report includes the Consolidated Financial Statements of the Company which include the results of the Company's subsidiaries; viz. Ihsedu Agrochem Private Limited, Ihsedu Itoh Green Chemicals Marketing Private Limited and Ihsedu Coreagri Services Private Limited and its share in the Associate Company Vithal Castor Polyols Private Limited. The Standalone Financial results for the year show a Total Income from operation of Rs.65,642.77 Lacs compared to Rs.56,178.63 Lacs and standalone Net Profit after tax of Rs.4,525.02 Lacs as compared to Rs.2,160.08 Lacs in the previous year and the Consolidated Financial results for the year show Total Income from operation of Rs.1,66,254.26 Lacs compared to Rs.1,37,545.25 Lacs and Consolidated Net Profit after tax of Rs.5,357.11 Lacs compared to Rs.2428.39 Lacs in the previous year.

3. Dividend:

During the year under review three interim dividends of Rs. 1.25 (25%), 1.25 (25%) and 5 (100%) each per share on 15,000,000 equity share of Rs.5/- each was paid by the Board of Directors of the Company. The Board of Directors is now pleased to recommend a final dividend of Rs. 1.25 (25%) per share on the paid up equity share capital of the Company for consideration and approval of the shareholders at the annual general meeting. With this, the total dividend for the entire year sums out to Rs. 8.75 per share (175%). The equity dividend outgo for the financial year 2016-17, inclusive of tax on distributed profits (after reducing the tax on distributed profits of Rs.36.05 Lacs on the dividend received from the subsidiary during the current Financial Year) would be Rs.1544 Lacs.

4. Transfer to Reserve:

Your Directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2017

5. Bonus Issue of Shares:

In view of the Silver Jubilee Year, The Board of Directors at their meeting held on June 16, 2017 have decided to reward the shareholders by issuing Bonus Shares in the proportion of 1 (one) Bonus Equity Share of Rs.5/- (Rupees five) each fully paid-up for every 1 (one) existing Equity Share of Rs.5/- (Rupees five) each of the Company held by the members on the Record Date to be fixed by the Board / Committee. For issuing the Bonus Shares, your Company is seeking approval of the members through Postal Ballot / e-voting. The Record Date for the issue of Bonus Shares will be fixed by the Board of Directors or Committee thereof after approval of members is obtained through Postal Ballot / e-voting.

6. Change in Nature of Business:

There were no material changes in the nature of business of the Company during the year under review.

7. State of Company’s Affair:

In order to avoid duplication and for the sake of better understanding this topic is discussed in the management discussions and analysis.

8. Credit Rating:

During the under review CRISIL Limited had upgraded ratings on you Company as follows:

Facility

Previous Rating

Upgraded Rating

Long Term Debt Rating

CRISIL BBB / Positive

CRISIL A- / Stable

Short Term Debt Rating

CRISIL A2

CRISIL A2

9. Management's Discussion and Analysis:

(a) Industry Structure and Developments and impact on the Company and its performance:

The demand for castor oil and its products improved after witnessing some reaction to the crude oil prices in the previous year The fall in castor seed prices and reduction in volatility contributed to the rebound in demand, even as the industry started to reconcile with the lower crude prices and focused on complementary and noncompeting products.

The industry environment was more stable with the ebbing of volatility in the castor seed prices. The futures contract for castor seeds was not re-introduced till January 2017. In absence of the futures market the prices for castor seeds were more subdued and the speculative activity was almost absent. The margin for the industry normalized in this benign environment.

In January, 2017, the castor futures contract was reintroduced under the watchful eyes of SEBI on NCDEX. The move resulted in an immediate spike in the castor seed prices. SEBI has been monitoring the contract to ensure that sanctity of the contract. The depressed prices in the previous year had pushed castor seeds prices to an unattractive level for the farmers who shifted to other oil seeds and pulses. The crop for the season of 2016-17 is the lowest since 2010 and has been estimated at around 1 million tons against the previous season's crop of 1.4 million tons. However the carry forward of the previous year's crop is likely to offset some of the demand-supply gap. This also means that the year 2018 (Crop season 2017-18) is likely to start without any carry forward or buffer stocks. Your company believes that ample availability of castor seeds at stable and competitive prices will be essential for the future growth of the industry. We are confident that like in the past the Indian farmers will rise to the challenges to meet the global requirements for castor seeds.

Although the demand for sebacic acid was better than 2015-16, the growth in the demand for sebacic acid remains subdued and no longer witnesses the rapid growth it saw in the first decade of the millennium century. China continues to dominate the sebacic acid industry. Your company continues to make effort to improve its capacity utilization and gain a foothold in an industry dominated by China.

Your company has invested in an Indo-Japanese-Korean joint venture, Vithal Castor Polyols Pvt. Ltd. (VCP). VCP's products directly compete with petroleum based polyols due to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. The product mix is being realigned to adjust to the market conditions.

The demand for castor oil based products continues to see a stable growth across the world except China, where a moderation in demand is being witnessed. In the current scenario India should be able to satisfy the world demand. Your company will be keeping a close watch on the monsoon and sowing data.

(b) Opportunities & Threats:

With more than 80% of your Company's production being exported, the state of the world economy, besides other industrial and scientific developments has an important bearing on its growth.

Your company's products are competing with end products manufactured from crude oil and other vegetable oils. The price behavior of castor oil in relation to them is likely to have a bearing on the growth of the company

Environment being a major concern, the search for green products is likely to intensify in the future. Castor Oil being a natural, organic, renewable and bio-degradable product is gaining importance as a green product. With improved irrigation, better quality inputs and scientific farming there is a substantial scope to improve yields per hectare of castor seeds. Besides due to its unique chemical structure, it finds myriad applications in virtually every industry be it agriculture, lubricants, paints, inks, surface coatings, pharmaceuticals, food, engineering plastics, cosmetics, perfumeries, electrical, rubber and so on. Your company continues to endeavor to tap these opportunities by focusing on Research & Development and investing in new capacities, new technologies, new applications, and new products.

Castor Seeds continue to be a volatile raw material in terms of its price. Being an agricultural product, it depends on the rainfall and weather conditions prevailing in the area of castor growing States in the country, though it is a sturdy crop. The limited size of the crop makes it susceptible to speculation and wild gyration in prices. To mitigate the effect of uncertain whether the Company has laid down parameters for inventory management. The Company has proper mechanism in place to immediately respond to any unforeseen eventualities. The Company is also cultivating hybrid seeds to improve the productivity of commercial Castor Seeds.

Your company has through, "Kalyan Foundation", an trust with whom your company is associated along with its subsidiary Ihsedu Agrochem Pvt. Ltd, in conjunction with progressive farmers developed model farms for the education and development of the castor industry wherein the farms have achieved a yield of over 6 tons per hectare, which is 3 to 4 times the average yields. It is both the vision and the mission of your company to carry this productivity program developed at our agricultural universities making castor seeds farming sustainable and profitable for the farmers.

(c) Segment:

The Company is organized into three business segments

- Castor Oil, Derivatives and Power Generation.

(d) Outlook:

The long term demand outlook for your Company's products remains positive although the near term uncertainties remain due to the low crude oil prices. Emphasis on green eco-friendly products is likely to lead to increase in innovation of new products and uses of castor oil by the chemical industry.

Your Company continues to invest in Research & Development to tap on new growth opportunities. Your Company is also undertaking a backward integration program in order to increase the availability of castor seeds. Barring unforeseen circumstances, your Directors expect satisfactory growth.

(e) Risks and Concerns:

The Company's products are used across geographies in a variety of industries, thereby to a great extent, mitigating the risks associated with demand for its products on a long-term basis. The price behavior of raw material depends on the weather pattern in the castor growing regions, the impact of El Nino on monsoon in these regions, global demand and inventory and prices of other oils including Crude Oil and therefore can be volatile as well as unpredictable. The Company is closely watching the development of factors affecting the castor seed prices.

The Company restricts its exposure to the price fluctuation of raw materials by limiting its unhedged exposure.

With the business of the Company growing steadily and demand for trained and experienced manpower in excess of the supply the risk of managing the people is very big. The Company has to retain its existing trained workforce and also attract new talent for its different operations. To improve the performance of the staff at work; various refresher training courses are organized to update their knowledge with the latest technologies and management ideas.

The demand for castor oil and its products is dependent on the overseas markets as more than 80% of the industries production is exported. The threat of new entrants and competition due to aggressive trading policies adopted by them continue to be of concern.

The Company has focused its efforts on marketing and introducing new products thereby mitigating to a certain extent, the effect of recession / slowdown in the industry

Unrestricted speculation and high volatility due to trading in commodity exchange could have a negative effect on the growth of the industry

Your Company has been engaged in several legal cases in connection with or incidental to its business operations. These include service, excise and customs cases, etc. filed by and against the Company. These cases are being pursued with due importance and in consultation with legal experts in the respective areas. Your Board believes that the outcome of these cases is unlikely to cause a material adverse effect on the company's profitability or business performance.

Your Company has a contingent liability of Rs.170.27 Lacs as on March 31, 2017 Attention of the shareholders is drawn to the explanations mentioned in point no. 32 of the Notes to Financial statements forming integral part of the balance sheet as on March 31, 2017. In view of the present status and based on legal advice received, your Board of Directors are of the opinion that no provision is required to be made against these contingent liabilities as of now.

Forward Looking Statement:

This report contains forward looking statements that are based on our current expectations, assumptions, estimates and projections. We have tried, wherever possible to identify such statements by using words such as anticipates, estimates, expects, plans, believes and words of similar substance in connection with any discussion of future performance. Stakeholders are urged to pay careful attention to the risk factors described in this report. One or more of these risks could have an adverse effect on the Company or its group Companies activities, conditions, financial results. Furthermore, other risks not yet identified or considered as not material by the group could have the same adverse effect. All the forward looking statement included in this report are based on information available to us on the date of issue of this report. The Company do not undertake to update the said statements to reflect the future events or circumstances unless required under the statue.

Awards and Recognition:

Your Company and its subsidiary Ihsedu Agrochem Private Limited were awarded with the "Award of Excellency" and "Trishul Award" respectively, by CHEMEXCIL (Basic Chemicals Pharmaceuticals & Cosmetics Export promotion council) for the outstanding export performance for the year 2015-16.

10. 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 has been no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

11. Highlights of the Performance / Financial Position of each of subsidiaries / associates /joint venture companies as included in the consolidated financial statements: The Company (including its subsidiaries and associates) operates in three segments: 1. Consolidated Results :

The consolidated turnover of the Company has been Rs.1,66,635.45 Lacs against Rs.1,37,545.25 Lacs in the previous year. The EBDITA was Rs.12,794.30 Lacs current year and Rs.7,743.91 Lacs for the previous year. Depreciation has been computed in accordance with the Companies Act, 2013 and the estimate of the useful life is made by the management and certified by a Chartered Engineer

2. Derivatives:

The turnover of the derivatives has been Rs.64,716.09 Lacs against Rs.53,859.27 Lacs in the previous year. The EBDITA has increased to Rs.8,146.96 Lacs to Rs.4,714.47 lacs.

3. Castor Oil:

The operation of castor oil are mainly carried out in Ihsedu Agrochem Pvt. Ltd and have been discussed thereunder.

4. Power:

The company has installed wind turbines of 2.4 MW and 0.8 MW in Jayant Agro-Organics Ltd and Ihsedu Agrochem Pvt. Ltd. respectively.

The performance of the power segment has been steady with the EBIDTA at Rs.250.31 Lacs

Your directors are pleased to inform that nearly 50% of the electricity at the Ranoli unit and 10% of the power requirement at the crushing plant in Jagana, Palanpur is met by green energy produced from the wind mills.

We would also like to state that more than 95% of the steam requirement is met by using own product De-oiled Cake, making your company an environment friendly manufacturer of environmentally friendly products.

Subsidiary Companies:

Ihsedu Agrochem Pvt Ltd (IAPL):

During the year under review, IAPL a material subsidiary of the Company achieved a turnover of Rs.114,680.34 Lacs as compared to Rs.87,591.52 Lacs in the previous year The Profit after tax stood at Rs.1,112.08 Lacs as against profit of Rs.351.11 Lacs in the previous year

Ihsedu Coreagri Services Pvt Ltd (ICAS):

During the year under review, ICAS a subsidiary of the Company incurred loss of Rs.3.47 Lacs as against Loss of Rs.3.33 Lacs in the previous year

Ihsedu Itoh Green Chemicals Marketing Pvt. Ltd (IIGCM):

During the year under review, IIGCM achieved a turnover of Rs.16.95 Lacs as compared to Rs.22.50 Lacs in the previous year The profit after tax was Rs.6.21 Lacs against profit after tax of Rs.10.53 Lacs in the previous year

Associate Company:

Vithal Castor Polyols Pvt Ltd (VCP):

VCP is an Indo - Japanese - Korean Joint Venture Company, and your company owns 50% equity shares. VCP's products directly compete with petroleum based polyols due to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. During the year under review, VCP achieved a turnover of Rs.7.97 Crores and incurred a loss of Rs.13.37 lacs.

The Policy on material subsidiary is available on weblink https://www.jayantagro.com/investor/corporate-announcements/6/.

The audited accounts of the subsidiary companies are placed on the Company's website and the same are open for inspection by any member at the Registered Office of the Company on any working day between 10.00 a.m. to 5.00 p.m. except Saturday.

12. Research and Development (R & D):

The Companies in-house Research and Development received the renewal of recognition from the Department of Scientific & Industrial Research (DSIR), Government of India, up to March 31, 2019. The R&D continues its focus on Castor

Oil based products for use in wide-range of applications viz. Coatings, Polymers, Sealants, Adhesives, Polyurethane foams, Cosmetics, Lubricants, etc. The R & D also is improving the quality of existing products by increasing the purities whereby these products will have openings in new applications. The R&D is also closely working with the production to improve the processes leading to higher yields & efficiencies. Your Company is also working on the development of Castor Seed hybrids and Castor cake derived organic fertilizers for various crops.

13. Details in respect of adequacy of internal financial controls with reference to the Financial Statements:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Periodical reports on the same are presented to the Audit Committee.

14. Deposits:

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

15. Particulars of loans, guarantees or investments under section 186:

Particulars of loans given, investments made, guarantees given and securities provided by the Company as on March 31, 2017 are given in the notes 10 & 11 forming part of the financial statement.

16. Particulars of contracts or arrangements with related parties:

All Related Party Transactions that were entered into during the financial year 2016-17 were on arm's length basis and in ordinary course of business. There are no materially significant related party transactions made by the Company during the year. All the Related Party Transactions are placed before the Audit Committee and also the Board for approval. A policy on Related Party Transactions is uploaded on the Company's website and can be accessed through the weblink https://www. jayantagro.com/investor/corporate-announcements/6/.

Prior Omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in ordinary course of business and are at arm's length basis in accordance with the provisions of the Companies Act, 2013 read with the rules made thereunder and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. ( the Listing Regulations / the LODR).

The particulars of Contracts and Arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013 as prescribed in Form AOC-2 is not applicable.

17. Key Managerial Personnel and Directors:

a) Changes, in Directors and Key Managerial Personnel ("KMP"):

Key Managerial Personnel (KMP):

In accordance with the provisions of section 203 of the Companies Act, 2013, the following are designated as the Key Managerial Persons (KMP) of the Company:

Name of KMP's

Designation

Mr Abhay V. Udeshi

Chairman & Whole - Time Director

Mr Hemant V. Udeshi

Managing Director

Dr Subhash V. Udeshi

Whole - Time Director

Mr Varun A. Udeshi

Whole - Time Director

Mr Vikram V. Udeshi

Chief Financial Officer

Mr Dinesh M. Kapadia

Company Secretary

There has been no change in the KMP's during the year under review.

Directors:

As per the provisions of the Companies Act, 2013, Mr. Varun A. Udeshi retires by rotation at the ensuing

Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his reappointment.

b) Declaration of Independence:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and the Listing Regulation.

c) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 read with the rules made there under, Regulation 17(10) of the Listing Regulations and the Circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation, the evaluation of the Annual Performance of the Directors/ Board/ Committees was carried out for the financial year 2016-17.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

d) Policy on Directors' Appointment and Remuneration:

The Company has devised a Policy for remuneration for the Directors, KMPs and other employees. The policy also includes performance evaluation of the Board which includes criteria for performance evaluation of the Independent Directors, Non-Executive Directors and Executive Directors. Policy is also displayed on the Company's website under the weblink https://www.jayantagro.com/ investor/corporate-announcements/6/

e) Familiarization Programme:

The details of programs for familiarization of Directors with the Company are put up on the website of the Company https://www.jayantagro.com/investor/corporate-announcements/6/

f) Number of meetings of the Board of Directors:

During the year the Board of Directors met 4 times. The details of the Board Meeting are provided in the Corporate Governance report on page no. 36

18. Board Committees:

i) Audit Committee:

The Audit Committee of the Company comprises of 5 Directors, 4 of which are Independent Directors. The members of the Audit Committee are:-

Mr Jayasinh V Mariwala

- Chairman

Mr Vijaykumar Bhandari

- Member

Mr Deepak V. Bhimani

- Member

Mr Mukesh C Khagram

- Member

Mr Abhay V. Udeshi

- Member

All the recommendations made by the Audit Committee were accepted by the Board.

ii) Stakeholder's Relationship Committee:

The Stakeholder's Relationship Committee of the Company comprises of 4 Directors, namely;

Mrs. Sucheta N Shah

- Chairperson

Mr. Abhay V. Udeshi

- Member

Mr. Hemant V. Udeshi

- Member

Dr. Subhash V. Udeshi

- Member

iii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of the Company comprises of 3 Directors, all are Independent Directors.

Mr. Jayasinh V. Mariwala

-

Chairman

Mr. Deepak V. Bhimani

-

Member

Mr. Mukesh C. Khagram

-

Member

A detailed write up of the above committees is mentioned in the Corporate Governance section of this report. The Nomination and Remuneration Policy is appended as Annexure I to this Report

19. Corporate Social Responsibility ("CSR"):

CSR Committee:

Pursuant to the provision of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a CSR Committee. Mr. Deepak V. Bhimani is the Chairman of the Committee and Mr. Abhay V. Udeshi and Mr. Hemant V. Udeshi are the other members of the Committee.

CSR Policy:

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing the Company's philosophy for describing its responsibility as a Corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large CSR Policy is available on web link https://www.jayantagro.com/investor/ corporate-announcements/6/

Initiative undertaken during the Financial Year 2016-17:

The amount required to be spent on CSR activities during the year under review in accordance with the provisions of Section 135 of the Act was Rs.49.00 Lacs and the Company had spent Rs.51.81 Lacs during the current financial year. The requisite details on CSR activities pursuant to Section 135 of the Act is appended as Annexure II to this Report.

20. Risk Management Policy:

The Company has a robust Risk Management framework to identify evaluate business risks and opportunities. This framework seeks to create transparency minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

21. Auditors:

i) Statutory Auditors:

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. T P Ostwal & Associ ates LLP Chartered Accountants, Mumbai, (Firm Regn. No. 124444W/ W100150), as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company. The Board of Directors of the Company at their meeting held on June 16, 2017, on the recommendation of the Audit Committee, have made its recommendation for appointment of M/s. Vatsaraj & Co. LLP Chartered Accountants (ICAI Registration No-111327W), as the Statutory Auditors of the Company subject to the approval by the Members at the 25th Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution, proposing appointment of M/s. Vatsaraj & Co., Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 25th Annual General Meeting till the conclusion of 30th Annual General Meeting of the Company subject to ratification of their appointment by the members at every Annual General Meeting and fix their remuneration, pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 25th Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under

Auditors Report:

The Report given by M/s. T P Ostwal & Associates LLP, Statutory Auditors on the financial statement of the Company for the year 2016-17 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

ii) Cost Auditor:

As per the requirements of Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules, 2014, the Audit of the Cost Accounts relating to Chemical products is being carried out every year. The Board of Di rectors have, based on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates, Cost Accountants, (FR No. 00294) Mumbai to audit the cost accounts of the Company for the financial year 2017

18 from April 1, 2017 to March 31, 2018 on a remuneration as may fixed by the Board in consultation with Cost Auditor As required under the Act, necessary resolution seeking member's ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included in the Notice convening the 25th Annual General Meeting. The Cost Audit Report in respect of Financial Year 2016-17 will be filed within stipulated time.

iii) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board had appointed M/s. V V Chakradeo & Co., Company Secretaries (C.P. No. 1705), to conduct Secretarial Audit for the financial year ended March 31, 2017.

The Secretarial Audit Report for the financial year ended March 31, 2017 issued by M/s. V V Chakradeo

& Co., Company Secretaries forms part of this report as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

22. Extract of the Annual Return:

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return as on March 31, 2017 in Form No. MGT-9 is attached herewith as Annexure IV and forms part of this report.

23. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars of the conservation of energy technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure V to this Report.

24. Details of establishment of Vigil Mechanism for directors and employees:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as required under the Listing Regulations, the Company has established a vigil mechanism for directors and employees to report genuine concerns. The details of the Whistle Blower Policy is available in the Corporate Governance report annexed to this report. The Whistle Blower Policy is also uploaded on the website of the Company.

25. Particulars of Employees

The Company has 367 Employees as on March 31, 2017. In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure VI.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available for inspection by Members at the registered office of the Company Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on such request.

26. Corporate Governance Certificate:

As per Regulation. 34 (3) read with Schedule V of the Listing Regulations a separate section on Corporate Governance practices followed by the Company together with a Certificate from Company's Statutory Auditor, M/s. T P Ostwal & Associates LLP Chartered Accountants, Mumbai confirming compliance forms an integral part of this report.

27. Directors' Responsibility Statement:

Based on internal financial control framework put in place by the Company reviews performed by the management, reports provided by the internal, statutory cost and secretarial auditors as well as external agencies as and when required, the Board is of the opinion that the Company observed adequate and effective financial controls during the reporting period.

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm that—

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have 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 at the end of the financial year and of the profit of the company for that period;

(c) The Directors have 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;

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls (as required by explanation to section 134 (5) (e) of the Companies Act, 2013) be followed by the company and that such internal financial controls are adequate and are operating effectively

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

28. 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:

There has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

29. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF:

Pursuant to provision of Section 124 and 125 of the Companies Act, 2013, the unclaimed / unpaid Equity Share Dividend for financial year 2008 - 09 amounting to Rs.3,08,390/- which remained unclaimed for the period of seven years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Details of Investor Education and Protection Fund provided on Company's website under the web link https://www. jayantagro.com/investor/unclaimed-dividend/5/

30. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are required to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2017 is as under-

Financial Year

Type

Unclaimed Dividend Amount as on 31-3-2017 (Rs. in lacs)

Due date for transfer to IEPF

2009-2010

Equity

1.36

23-Nov-17

2010-2011

Equity

1.60

4-Dec-18

2011-2012

Equity

1.81

2-Dec-19

2012-2013

Equity

2.22

18-Nov-20

2013-2014

Equity (Interim)

2.97

15-May-21

2013-2014

Equity (Final)

0.56

2-Dec-21

2014-2015

Equity

1.24

29-Nov-22

2015-2016

Equity

5.29

19-Nov-23

2016-2017

Equity (1st Interim)

1.75

28-Sep-23

2016-2017

Equity (2nd Interim)

1.67

24-Dec-23

2016-2017

Equity (3rd Interim)

0.00

11-Apr-24

31. Transfer of Shares to Investor Education and Protection Fund:

During the year under review, the Ministry of Corporate Affairs (MCA) notified the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 which directed inter alia specifies the procedure, timeline and the manner in which shares are to be transfer to IEPF fund in respect of the dividend which remained unclaimed/ unpaid for a period of seven consecutive years. In compliance of the said rules the Company has published notice on newspaper and has sent individual notice to the concerned shareholders. However MCA extended the timeline for Transfer of Shares to the IEPF till May 31, 2017 by virtue of modification to the rules dated February 28, 2017. The said extension was also duly communicated by the Company to its shareholders through news paper advertisement on the May 16, 2017, the MCA, further issued a circular and has informed that the said IEPF rules stands withdrawn and that fresh instructions on the same would be issued later Subsequent to this, the MCA vide its circular dated May 29, 2017 reaffirmed the due date for transfer of share to IEPF as May 31, 2017.

In view of the above direction, the Company will initiate the required steps for transferring the shares with IEPF authority.

32. Industrial Relations:

The Relations between the Employees and the Management have remained cordial, during the year

33. Safety and Environment :

Your Company has declared the Safety Health and Environment Policy and continued their commitments towards safety and environment. The Committee formed for the purpose of safety and environments have continued to educate and motivate the employees on various aspects on safety and environment through training program and seminars.

During the year following safety program were held on the dates mentioned therein.

Fire Safety week:

14th - 20th April

Safety week:

4th March - 10th March

Environment Day:

5th June

I he Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms. The Factories are BS OHSAS 18001:2007 certified.

34. Insurance:

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc are properly insured.

35. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013:

The Company has in place a Code on Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. Acknowledgement:

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Bankers, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli Panchayat. Also, we would like to thank our employees for their hard work and shareholders for their continued faith and support.

For and on behalf of the Board of Directors

Place: Mumbai, Abhay V. Udeshi

Date: June 16, 2017 Chairman