23rd AnnuAl report 2014-2015 BoArd oF dIreCtorS Mr. Abhay V. Udeshi - Chairman & Whole-time Director Mr. Hemant V. Udeshi - Managing Director Dr. Subhash V. Udeshi - Whole-time Director Mr. Jayasinh V. Mariwala - Independent Director Mr. Vijay Kumar Bhandari - Independent Director Mr. Mukesh C. Khagram - Independent Director Mr. Deepak V. Bhimani - Independent Director Mrs. Sucheta N. Shah - Independent Director CHIeF FInAnCIAl oFFICer Mr.Vikram V. Udeshi ContentS CoMpAnY SeCretArY Board of Directors ............................................................01 Mr. Dinesh M. Kapadia Notice ...................................................................................02 BAnKerS Directors’ Report ...............................................................13 Central Bank of India Corporate Governance ...................................................49 State Bank of India Auditors’ Report ...............................................................60 Oriental Bank of Commerce Kotak Mahindra Bank Limited Balance Sheet ....................................................................64 DBS Bank Ltd. Profit & Loss Account ......................................................65 ICICI Bank Ltd. Cash Flow Statement .....................................................66 AudItorS Notes on Financial Statements ....................................67 T.P.Ostwal & Associates (Regd.) Auditors’ Report (Consolidated) ..................................92 Chartered Accountants Balance Sheet (Consolidated) ......................................96 AdvoCAteS & SolICItorS Profit & Loss Account (Consolidated) ........................97 M/s J. Sagar Associates Cash Flow Statement (Consolidated) ........................98 M/s PDS Legal Notes on Financial Statements (Consolidated) .............99 reGIStrAr & SHAre trAnSFer AGent Sharepro Services (I). Pvt. Ltd. 13-AB, Samhita Warehousing Complex, 2nd Floor, Off Andheri-Kurla Road, day, date, time & place of 23rd AGM Sakinaka Telephone Exchange Lane, Sakinaka, Andheri (East), Mumbai- 400 072. Thursday, September 24, 2015 at 11.00 a.m. at M. C. Ghia Hall, Bhogilal Hargovindas Bldg., 4th floor,18/20, reGIStered oFFICe K. Dubash Marg, Mumbai 400 001 701, Tower “A”, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013. Website: jayantagro.com CIN: L24100MH1992PLC066691 WorKS Plot Nos. 601,602,624-627 & 603 ISCPL Division, Plot No. 296-300, Behind G.A.C.L. Near GIPCL & Hettich, Post Petrochemicals Dhanora, PO: Petrochemicals - 391 346 Dist. Vadodara 391 346.Gujarat. Dist: Vadodara, Gujarat. 1 JAYAnt AGro - orGAnICS ltd. n o t I C e Notice is hereby given that the Twenty-Third Annual General Meeting (AGM) of JAYAnt AGro-orGAnICS ltd., (“the Company”) will be held on thursday, the September 24, 2015 at 11.00 a.m. at M. C. Ghia Hall, Bhogilal Hargovindas Bldg., 4th floor,18/20, K. Dubash Marg, Mumbai 400 001, to transact the following business: ordInArY BuSIneSS: 1. a) T o receive, consider and adopt the standalone audited financial statements for the year ended 31st March, 2015 together with the Reports of the Board of Directors and the Auditors thereon. b) T o receive, consider and adopt the consolidated audited financial statements for the year ended 31st March, 2015 together with the Report of Auditors thereon. 2. To declare dividend on equity share for the year ended March 31, 2015. 3. To appoint a Director in place of Mr. Abhay V. Udeshi, (dIn no. 00355598) who retires by rotation and being eligible, offers himself for re-appointment. 4. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an ordinary resolution: “reSolved that pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, the appointment of M/s. T. P. Ostwal & Associates, Chartered Accountants, (ICAI Registration No.12444W), as Auditors of the Company, by resolution passed at the 22nd Annual General Meeting of the Company, to hold office from the conclusion of the 22nd Annual General Meeting until the conclusion of the 25th Annual General Meeting, be and is hereby ratified for the balance term and accordingly they continue to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the 25th Annual General Meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.” SpeCIAl BuSIneSS: 5. Appointment of Mrs. Sucheta n. Shah (din no. 00322403) as an Independent director of the Company. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an ordinary resolution: “reSolved that Mrs. Sucheta N. Shah (holding DIN 00322403) who was appointed as an Additional Director of the Company by the Board of Directors with effect from 8th November, 2014, in terms of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and whose term of office expires at the ensuing Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years.” 6. re- appointment of Mr. Abhay v. udeshi (din no. 00355598) as Chairman and Whole-time director of the Company. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special resolution: 2 23rd AnnuAl report 2014-2015 “reSolved that pursuant to the provisions of Sections 196, 197 and 203 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V and the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of the Company be and is hereby accorded to the re-appointment of Mr. Abhay V. Udeshi (Din No 00355598) as a Chairman & Whole-time Director of the Company for a period of 3 years with effect from 1st June, 2015 on the terms and conditions including remuneration as set out in the Explanatory Statement.” “reSolved FurtHer that notwithstanding anything contained hereinabove, where, during the term of employment of the Whole-time Director, if in any financial year, the Company has no profits or its profits are inadequate, unless otherwise approved by any Statutory Authority, as may be required, the remuneration payable to the Whole-time Director including salary, perquisites and any other allowances shall be governed and be subject to the conditions and ceiling provided under the provisions of Schedule V of Companies Act, 2013 or such other limits as may be prescribed by the Government from time to time as minimum remuneration.” “reSolved FurtHer that the Board of Directors or its committee be and are hereby authorised to take such steps and do all such acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to this Resolution.” 7. re- appointment of dr. Subhash v. udeshi (din no. 00355658) as Whole-time director of the Company. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special resolution: “reSolved that pursuant to the provisions of Sections 196, 197 and 203 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V and the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of the Company be and is hereby accorded to the re-appointment of Dr. Subhash V. Udeshi (Din No 00355658) as Whole-time Director of the Company for a period of 3 years with effect from 1st June, 2015 on the terms and conditions including remuneration as set out in the Explanatory Statement.” “reSolved FurtHer that notwithstanding anything contained hereinabove, where, during the term of employment of the Whole-time Director, if in any financial year, the Company has no profits or its profits are inadequate, unless otherwise approved by any Statutory Authority, as may be required, the remuneration payable to the Whole-time Director including salary, perquisites and any other allowances shall be governed and be subject to the conditions and ceiling provided under the provisions of Schedule V of Companies Act, 2013 or such other limits as may be prescribed by the Government from time to time as minimum remuneration.” “reSolved FurtHer that the Board of Directors or its committee be and are hereby authorised to take such steps and do all such acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to this Resolution.” 8. Approval of remuneration of Cost Auditors for the Financial Year ending March 31, 2016. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an ordinary resolution: 3 JAYAnt AGro - orGAnICS ltd. “reSolved that pursuant to Section 148 of the Companies Act, 2013 (‘the Act’) read with the Companies (Audit & Auditors) Rules, 2014 (‘Rules’) including any statutory amendment(s) or modification(s) thereto or enactment or substitution thereof for the time being in force, the aggregate remuneration of `100,000/- (Rupees One Lakh only) plus applicable service tax and reimbursement of actual travel and out-of-pocket expenses, if any for the Financial Year ending March 31, 2016 as approved by the Board of Directors of the Company, to be paid to M/s. Kishore Bhatia & Associates, Cost Accountants, for the conduct of audit of the Cost Accounts relating to the organics and speciality chemical products manufactured by the Company for the Financial Year 2015-2016 be and is hereby ratified and confirmed.” “reSolved FurtHer that the Board of Directors of the Company be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution” 9. Approval of transaction between the Company and Ihsedu Agrochem private limited, which may qualify as a related party transaction. To consider and if thought fit, to pass with or without modification, the following resolution as a Special resolution: “reSolved that, pursuant to provisions of Section 177, 188 1(a) and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), and pursuant to the Companies (Meetings of Board & its Powers) Rules, 2014 (‘the Rules’), including any statutory modification(s) or any amendment(s) thereto or any enactment or any re-enactment thereof for the time being in force and in compliance with the provisions of Listing Agreement and pursuant to the approval of the Audit Committee and the Board of Directors of the Company and subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary, the approval of the Members be and is hereby accorded to the Board of Directors to enter into a contract of sale, purchase or supply of any goods or materials, for a period of 3 years for an aggregate amount of upto ` 1,000 Cr. (One Thousand Crores)” “reSolved FurtHer that, for the purpose of giving effect to the above, any Directors of the Company be and are hereby authorized, jointly and/or severally, to agree, accept and finalize all such terms, condition(s), modification(s) and alteration(s) as they may deem fit and to finalize and execute all agreements, documents and writings and to do all acts, deeds and things in this connection and incidental thereto as the Board in its absolute discretion may deem fit.” 10. Approval of transaction between the Company and Ihsedu Agrochem private limited, which may qualify as a related party transaction. To consider and if thought fit, to pass with or without modification, the following resolution as a Special resolution: “reSolved that, pursuant to provisions of Section 177, 188 1(d) and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), and pursuant to the Companies (Meetings of Board & its Powers) Rules, 2014 (‘the Rules’), including any statutory modification(s) or any amendment(s) thereto or any enactment or any re-enactment thereof for the time being in force and in compliance with the provisions of Listing Agree- ment and pursuant to the approval of the Audit Committee and the Board of Directors of the Company and subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary, the approval of the Members be and is hereby accorded to the Board of Directors to enter into a contract of availing of services for a period of 3 years for an aggregate amount of upto ` 1,000 Cr. (One Thousand Crores)” “reSolved FurtHer that, for the purpose of giving effect to the above, any Director of the Company be 4