Jocil AR 2015-2016
Jocil AR 2015-2016
Jocil AR 2015-2016
.
Box 216, Arundelpet P.O., GUNTUR-522 002, AP.
CIN : L28990AP1978PLC002260 Ph : +91 863 2290190 .. FaxFactory
: +91 863 2290090 . Email : jocil@jocil.net . Web : www.jocil.in
& Regd. Office : DOKIPARRU, GUNTUR-522 438, AP.
BOARD OF DIRECTORS
P. Narendranath Chowdary Chairman
J. Murali Mohan Managing Director
Mullapudi Thimmaraja Director
V. S. Raju Independent Director
K. Srinivasa Rao Director
M. Gopalakrishna, I.A.S. (Retd.) Independent Director
Subbarao V. Tipirneni Independent Director
M. Mrutyumjaya Prasad Director
P. Venkateswara Rao Independent Director
Dr. Manjulata Dasari Independent Director
SECRETARIAL AUDITORS
Nekkanti SRVVS Narayana & Co.,
Flat No. 407 & 408, Malik Chambers,
Hyderguda,
Hyderabad - 500 029. An ISO 9001:2008
Certified Company
Jocil Limited
CONTENTS
NOTICE TO SHAREHOLDERS 3
DIRECTORS REPORT 9
FINANCIAL SUMMARY 30
TEN YEAR HIGHLIGHTS 31
MANAGEMENT DISCUSSION & ANALYSIS REPORT 38
CORPORATE GOVERNANCE REPORT 41
AUDITORS REPORT 52
BALANCE SHEET 58
STATEMENT OF PROFIT AND LOSS 59
CASH FLOW STATEMENT 60
ACCOUNTING POLICIES AND NOTES ON FINANCIAL STATEMENTS 61
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Jocil Limited
NOTICE TO SHAREHOLDERS
NOTICE is hereby given that the Thirty Eighth Annual General Meeting of the Shareholders of Jocil Limited will be
held at the Registered Office of the Company, Dokiparru, Guntur - 522 438, A.P. on Saturday, the 3rd September 2016
at 3.30 p.m. to transact the following business :
Ordinary Business :
1. To receive, consider and adopt the audited Profit & Loss Account for the year ended 31st March 2016 and the
Balance Sheet as at that date together with the Reports of Board of Directors and Auditors thereon.
2. To confirm the Interim Dividend paid as final dividend for the year 2015-16.
3. To elect a Director in place of Shri Mullapudi Thimmaraja (DIN : 00016711) who retires by rotation and being
eligible offers himself for reappointment / re-election.
4. To elect a Director in place of Shri K. Srinivasa Rao (DIN : 00381090 ) who retires by rotation and being eligible offers
himself for reappointment / re-election.
5. To ratify the appointment of Statutory Auditors M/s. Brahmayya & Co., Chartered Accountants, Guntur for the
year 2016-17 to hold office from the conclusion of this Annual General Meeting, until the conclusion of thirty
ninth Annual General Meeting and to fix their remuneration. The shareholders at the Thirty Sixth Annual General
Meeting appointed M/s.Brahmayya & Co., for a period of three years, until the conclusion of Thirty Ninth Annual
General Meeting subject to ratification by them each year.
Special Business :
6. To approve the remuneration of the Cost Auditors for the financial year ending March 31, 2017 and in this regard
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 148 and all other applicable provisions of the Companies
Act 2013 and the Companies (Audit and Auditors) Rules 2014 (including any statutory modifications(s) or
re-enactment thereof, for the time being in force), M/s.Narasimha Murthy & Co., Hyderabad, the Cost Auditors
appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company
for the financial year ending March 31, 2017, be paid the remuneration as set out in the Statement annexed to
the Notice convening this Meeting."
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and
take all such steps as may be necessary, proper or expedient to give effect to this resolution."
7. To approve the acceptance of fixed deposits from the members and public and in this regard to consider, and if
thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution.
"RESOLVED that pursuant to Sections 73 and 76 and other applicable provisions of the Companies Act, 2013 (the
Act) read with Companies (Acceptance of Deposits) Rules 2014 (including any statutory modification(s) or
reenactment thereof for the time being in force) approval of the members be and is hereby accorded to
authorize the Board of Directors of the Company to accept fixed deposits secured / unsecured from the
members and the public aggregating upto Rs.30 crores (Rupees Thirty crores) on such terms & conditions as the
Board of Directors of the Company may, from time to time determine and consider proper and most beneficial
to the Company including as to utilization of the issue proceeds and all matters connected with or incidental
thereto, however, such fixed deposits together with other borrowings shall not exceed at any given time
aggregate of paid-up share capital and free reserves of the Company as defined under Sec. 180 (1) (c) of the Act."
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and
take all such steps as may be necessary, proper or expedient to give effect to this resolution."
By Order of the Board of Directors
Hyderabad P. NARENDRANATH CHOWDARY
28th May 2016. Chairman
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Jocil Limited
Notes :
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on a poll
instead of himself and the proxy need not be a member of the Company. The proxy form (provided with this
report) should reach the Registered Office of the Company duly completed not less than 48 hours before the
schedule time of the meeting.
2. The Register of Members and the Share Transfer Books of the Company will remain closed from Tuesday, the 2nd
August 2016 to Wednesday 3rd, August 2016, both days inclusive.
3. Members are requested to notify any change in address or e-mail address immediately to the Company's
Registered Office or Registrar and Transfer Agents.
4. Pursuant to Section 205-A of the Companies Act, 1956, the unclaimed dividend for the year ended 31st March,
2008 has been transferred to the Investor Education and Protection Fund established by the Central Government
and hence, it is informed that no claim either to the Company or Central Government will be entertained for
payment of the same.
5. Information about the Directors seeking reappointment at the 38th Annual General Meeting as required under
Listing Regulations is attached.
6. Holders of Shares/Deposits may nominate a person(s) in Form No. SH-13 / SH-14 as the case may be (provided
at the end of this report), subject to the provisions of Companies Act, 2013 and Rules made thereunder in whose
favour they wish to vest the Shares / Deposits on their death.
7. The Interim Dividend for the year 2015-16 declared by the Board of Directors at its meeting held on 14th March
2016 was paid to the shareholders in the last week of March 2016. The Record Date for payment of Interim
Dividend was 23rd March 2016. The Board of Directors confirmed the Interim Dividend as the final dividend for
the year 2015-16.
8. The Company is providing facility to the shareholders for voting by electronic means and the business may be
transacted through such voting. The process and manner of e-voting, time schedule etc., are at Page No. 6.
Item No. 7:
The Company has been accepting fixed deposits from its members and the public and as on 31-03-2016 the
Company is holding fixed deposits of Rs. 764.08 lakhs. As per the provisions of Companies Act, 2013 and Rules made
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Jocil Limited
thereunder the Company is required to obtain previous approval of its shareholders for accepting fixed deposits
from its members and public by means of an ordinary / special resolution as may be required.
In order to augment the funds at cheaper cost for general corporate purposes and capital expenditure, the
Company may accept fixed deposits from its members and public to save on finance costs.
Accordingly, consent of the members is sought for passing an ordinary resolution as set out at Item No. 7 of the
Notice. This resolution enables the Board of Directors of the Company to accept fixed deposits from its members
and public as may be required from time to time.
The Directors / Key Managerial Personnel of the Company / their relatives will be considered as interested in the
resolutions to the extent of their placing fixed deposits in the Company.
The Board recommends for approval of this Ordinary Resolution by the shareholders.
Addendum
Special Business :
8. To approve the alternation to the Articles of Association of the Company and in this regard to consider, and if
thought fit, to pass, with or without modifications, the following resolution as a Special Resolution.
"RESOLVED that pursuant to Section 14 of the Companies Act, 2013 Article 117 (iii) of Articles of Association of the
Company be altered by substituting 'The fee so determined shall not exceed Rs.15,000 for a Board Meeting and
Rs.10,000 for a Committee Meeting' in place of 'The fee so determined shall not exceed Rs.10,000 for a meeting' in
the second sentence thereof".
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and
take all such steps as may be necessary, proper or expedient to give effect to this resolution."
By Order of the Board of Directors
Tanuku P. NARENDRANATH CHOWDARY
27-07-2016. Chairman
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Jocil Limited
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat
shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository Participant are requested
to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.
In case the sequence number is less than 8 digits enter the applicable number of 0's before the
number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh
Kumar with sequence number 1 then enter RA00000001 in the PAN field.
DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said
demat account or folio in dd/mm/yyyy format.
Dividend Enter the Dividend Bank Details as recorded in your demat account or in the company records for the
Bank said demat account or folio.
Details Please enter the DOB or Dividend Bank Details in order to login. If the details are recorded with the
depository or company please enter the member id / folio number in the Dividend Bank details
field as mentioned in instruction (iv).
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Jocil Limited
(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
(xi) Click on the EVSN of JOCIL LIMITED to vote.
(xii) On the voting page, you will see 'RESOLUTION DESCRIPTION' and against the same the option 'YES/NO' for
voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and
option NO implies that you dissent to the Resolution.
(xiii) Click on the 'RESOLUTIONS FILE LINK' if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on 'SUBMIT'. A confirmation box will be
displayed. If you wish to confirm your vote, click on 'OK', else to change your vote, click on 'CANCEL' and
accordingly modify your vote.
(xv) Once you 'CONFIRM' your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take a print of the votes cast by clicking on 'Click here to print' option on the Voting page.
(xvii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification
code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles.
The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by
the mobile app while voting on your mobile.
(xix) Note for Non-Individual Shareholders and Custodians
z Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log
on to www.evotingindia.com and register themselves as Corporates.
z A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
z After receiving the login details, a Compliance User should be created using the admin login and password.
The Compliance User would be able to link the account(s) for which they wish to vote on.
z The list of accounts linked in the login should be emailed to helpdesk.evoting@cdslindia.com and on
approval of the accounts they would be able to cast their vote.
z A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of
the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions
(FAQs) and e-voting manual available at www.evotingindia.com, under help section or write an email to
helpdesk.evoting@cdslindia.com.
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Jocil Limited
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Jocil Limited
DIRECTORS REPORT
Your Directors have pleasure in presenting the Thirty Eighth Annual Report together with the Audited
Statement of Accounts for the year ended 31st March 2016.
(Rs. in Lakhs)
2015-16 2014-15
1. FINANCIAL RESULTS
Gross Sales 42443.14 35854.62
Less : Excise Duty 3776.91 3725.48
Net Sales 38666.23 32129.14
Processing Charges 597.20 923.06
Other Income 502.39 236.31
Total Income 39765.82 33288.51
Profit for the year before Interest and Depreciation 3630.74 2729.24
Interest (112.63) (94.56)
Depreciation (804.20) (666.77)
Profit Before Tax 2713.91 1967.91
Provision for Current Tax (1025.00) (700.00)
Deferred Tax / (Credit) 101.82 42.74
Excess/(Short) provision of Income Tax made in earlier years 2.94 --
Profit After Tax 1793.67 1310.65
During the year the total turnover of the company has grown up to Rs. 435.43 crores from Rs. 370.14 crores
in the previous year, an increase by 17.64% over the previous year. The sales of fatty acids, glycerine and soap
products have increased considerably due to increase in volumes even though the average realization has
come down. The turnover of the Company includes export sales of Rs. 67.17 crores which is significant as
compared to the exports in the previous year of Rs. 0.61 crores. As a result, the Company has been recognized
as 'One Star Export House' by the Govt. of India. Due to increase in turnover and lower raw material prices the
Profit Before Interest and Depreciation (PBID) rose by 33.03% and Profit Before Tax (PBT) by 37.91% over the
previous year even though the Company made higher provision for depreciation expenses as per the new
regulations under the Companies Act, 2013. The rise in PAT is 36.85% over the previous year.
The appropriations from the profit are as detailed below.
(Rs. in Lakhs)
2015-16 2014-15
Profit after Tax 1793.67 1310.65
Balance brought forward from previous year 1114.33 1487.13
Profit for appropriations 2908.00 2797.78
APPROPRIATIONS
Interim Dividend paid 621.68 532.87
Provision for Tax on distributed profits @ 20.35765% on dividend 126.56 108.48
Transfer to General Reserve 500.00 1042.10
Balance carried forward 1659.76 1114.33
TOTAL 2908.00 2797.78
Authorized Capital 1000.00 1000.00
Paid-up Capital 888.16 888.16
Reserves & Surplus 14983.17 13937.75
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Jocil Limited
2. DIVIDEND
Considering the profitability of the Company, the Board of Directors declared interim dividend at Rs. 7 (seven)
per equity share of Rs.10 each, which aggregates to Rs. 6,21,68,050 on the 88,81,150 equity shares of the
Company and the same was paid to the shareholders in the last week of March 2016. The Board of Directors
recommend to the shareholders for their approval of the said Interim Dividend. In the previous year, the
Company paid dividend at Rs.6 (six) per equity share of Rs.10 each on 88,81,150 shares amounting to
Rs.5,32,86,900.
3. OPERATIONS 2015-16 2014-15
MT MT
Production
(including processed on jobwork)
a) Fatty Acids 61424 49445
b) Soap products 38605 33410
c) Biomass Power-kwh 31797001 26740889
d) Wind Power-kwh 8189633 9754843
Sales
a) Fatty Acids 36954 28832
b) Soap products 30866 19541
c) Biomass Power-kwh 14557300 9804800
d) Wind Power-kwh 8189633 9754843
4. OUTLOOK
Fatty Acids and Soap
The sales of fatty acids, glycerine and soap products have improved during the year due to favourable market
conditions. The investment of about Rs. 50 crores by the Company in the last few years under expansion
cum modernization of fatty acid plant, glycerine plant and soap plant are now yielding results in securing
customer satisfaction and improving volumes. Continuous efforts are being made to increase product range
and widen the customer base. As part of this exercise fat based animal feed is produced during the year to
meet the requirements of the customers.
The units located in exempted areas continue to enjoy cost advantage over the Company and some of the
MNC customers are sourcing part of their requirements of Toilet Soap from them. Since the Company is not
having its own brands and depends on brand owners utilise the capacity, the Company is not able to utilise
Soap Plant Finishing Lines for manufacture of toilet soap.
Cost of raw-materials is a major component in total cost of production and the fluctuations in rawmaterial
prices is a serious cause of concern to the Company particularly when the customers demand for long term
forward contracts while the same is not possible with the raw-material suppliers. Local raw material prices
were comparatively cheaper than those of imported raw material prices for a large part of the year and hence
the country was favourably placed for exports even though severe competition existed among the
manufacturers within the country. There is stiff competition from manufacturers particularly from those
having backward integration which gives them a cost advantage. Retention of high volume customers
withstanding to the competition is considered very important and all efforts are made to quote attractive
price. The present market conditions are expected to continue for some more time.
Biomass Power Plant
The performance of the Biomass Power Plant has been steadily improving since last two years. The generation
from the plant during the year is higher by 50.56 lakh units, 18.84% over the previous year. The Govt. of A.P.
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Jocil Limited
has provided tariff support by Rs. 1.50 per unit to the Biomass Power Plant Developers in addition to the
applicable tariff fixed by APERC for a period of one year w.e.f. 01-04-2015. This has improved revenue from sale
of power to the Company by Rs. 218.36 lakhs.
Wind Energy Generators (WEG)
Power generation during the year from the four Wind Energy Generators (WEGs) of 6.3 Mw capacity has been
coming down year by year since 2012-13. During the year the power generation from all the four WEGs is
81.90 lakh units as against previous year 97.55 lakh units. The very same four WEGs have produced 164.18
lakh units in the year 2012-13. As a result the revenue from WEGs has come down. The major reason for fall
in generation is the failure on the part of Tamil Nadu Electricity Generation and Distribution Corporation
Limited (TANGEDCO) to evacuate power on priority basis. The back down of WEGs for want of evacuation
facility amounts to 29% of available time during the year 2015-16, 22% in 2014-15 and 23% in 2013-14. The
Indian Wind Power Association is fighting for must run status to WEGs to avoid back down in future.
5. FINANCE AND STATUTORY COMPLIANCES
The Company availed working capital facilities under consortium arrangement from Andhra Bank and State
Bank of India and the accounts are in order. The company complied with all the legal requirements and there
are no outstanding statutory dues as on 31st March 2016. During the year there have been no significant
and material orders passed by the regulators or courts or tribunals impacting the going concern status and
companys operations in future.
6. CREDIT RATING
The Credit Rating Agency CARE reaffirmed the credit rating of working capital facilities availed from the banks
CARE A+ (adequate degree of safety regarding timely servicing of financial obligations) for long term
facilities, CARE A1 (strong degree of safety regarding timely payment of financial obligations) for short term
facilities and CARE A1 (FD) (Strong degree of safety regarding timely payment of financial obligations) for
Fixed Deposits accepted by the Company.
7. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. A Committee has
been set up to redress the complaints received regarding sexual harassment. During the year the Company
has not received any complaints on sexual harassment of women at the workplace.
8. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established vigil mechanism as required under Sec. 177(10) of the Companies Act, 2013 for
directors and employees to report genuine concerns as prescribed in the policy. The policy provides adequate
safeguards against victimization of persons who use such mechanism and make provision for direct access
to the Chairperson of the Audit Committee in appropriate or exceptional cases.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
a) In accordance with the provisions of the Companies Act 2013 and Articles of Association of the Company,
at the ensuing Annual General Meeting, Shri Mullapudi Thimmaraja, Director and Shri K. Srinivasa Rao,
Director retire by rotation and being eligible offer themselves for re-election.
b) The Company held five Board Meetings during the year and dates and attendance particulars are
available in the report on Corporate Governance.
c) The Company has received declarations from all the five Independent Directors confirming that he / she
meets the criteria of independence as provided under sub-section 6 of Sec. 149 of the Companies Act,
2013 at the first meeting of the Board in which he / she participated as a Director and thereafter at the first
meeting of the Board in every financial year or whenever there is any change in the circumstances which
may affect his / her status as an Independent Director.
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Jocil Limited
d) The Audit Committee consists of 3 Non-Executive Directors of which 2 are Independent Directors. Shri V.S.
Raju, Independent Director is the Chairman of the Audit Committee. The remaining 2 members are Shri
Mullapudi Thimmaraja, Non-Executive Director and Shri Subbarao V. Tipirneni, Independent Director. The
Board accepted all the recommendations of the Audit Committee during the year.
e) Shri J. Murali Mohan, Managing Director and Shri P. Kesavulu Reddy, President & Secretary are the Key
Managerial Personnel appointed under Sec. 203 of the Companies Act, 2013.
10. AUDITORS
M/s.Brahmayya & Co., Chartered Accountants, Guntur were appointed as Auditors for a period of 3 years at
the 36th Annual General Meeting held on 6th September 2014 subject to ratification by the shareholders at
the ensuing Annual General Meeting to continue as Auditors for the year 2016-17.
13. The information required to be included in the Board of Directors Report under the Companies Act, 2013 and
Rules made there under is annexed to and forms part of this report as detailed below.
Sl.No. Particulars Section Rule Annexure
No.
1 Extract of the Annual Return Form MGT-9. 134 (3) (a) 1
& 92 (3)
Companies (Management and Administration) Rules, 2014 12 (1)
2 Company policy on Directors appointment and remuneration etc. 134 (3) (e) 2
provided under sub-sections (3) and (4) of Section 178
3 Particulars of loans, guarantees or investments under Section 186 134 (3) (g) 3
4 Particulars of contracts or arrangements with related parties 134 (3) (h) 4
referred to in sub-section (1) of Section 188 in Form AOC -2. 8(2)
Companies (Accounts) Rules, 2014
5 Risk management policy for the company including identification 134 (3) (n) 5
therein of elements of risk if any.
6 Corporate Social Responsibility policy and initiatives taken during 134 (3) (o) 6
the year .
Companies (Corporate Social Responsibility policy) Rules, 2014 8 (1)
7 Statement indicating the manner in which formal annual 134 (3) (p) 7
evaluation has been made by the Board of its own performance
and that of its committees and Individual Directors.
Companies (Accounts) Rules, 2014 8 (4)
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Jocil Limited
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Jocil Limited
The Company is having a policy to deal with Related Party Transactions and the same may be viewed in the
Companys website www.jocil.in. Please see Note No.31 on Accounts for disclosures in compliance with the
Accounting Standards on 'Related Party Disclosures.'
16. PERSONNEL
The Directors wish to place on record their appreciation to all the employees of the Company for their
sustained efforts and valuable contribution to the performance of the Company during the year.
17. ACKNOWLEDGEMENTS
The Directors wish to place on record their appreciation for the wholehearted and sincere cooperation the
Company received from various departments of Central and State Governments, Bankers, Auditors, Dealers
and Suppliers of the Company. The Directors also would like to express their grateful appreciation for the
guidance and cooperation received from the Holding Company, M/s. The Andhra Sugars Limited, Tanuku.
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Jocil Limited
Annexure - 1
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the Financial Year ended on 31st March, 2016
(Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014)
i. CIN:- L28990AP1978PLC002260
ii. Registration Date 20 February 1978
iii. Name of the Company Jocil Limited
iv. Category / Sub-Category of the Company Limited by Shares
v. Address of the Registered office and contact details Dokiparru, Medikondur Mandal,
Guntur District, Andhra Pradesh,
Pin : 522 438
Ph : 0863-2290190
Fax : 0863-2290090
Email : jocil@jocil.net
vi. Whether listed company Yes / No Yes
vii. Name, Address and Contact details of Registrar M/s.XL Softech Systems Ltd.,
and Transfer Agent, if any Sagar Society, Road No.2, Banjara Hills,
HYDERABAD 500 034.
Tel : 040-23545913 / 914 / 915
Fax : 040-23553214
Email : xlfield@gmail.com
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Jocil Limited
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i. Category-wise Share Holding
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Jocil Limited
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Jocil Limited
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs
and ADRs):
Cumulative Shareholding
Shareholding
during the year
Sl Name of the
Reason % of total % of total
No. Shareholder No. of No. of
Date for shares of shares of the
shares shares
change the company company
A As on 31.03.2016
1 Geetha Kandimalla 31/03/2016 191090 2.15 191090 2.15
During the year No transactions
01/04/2015 191090 2.15 191090 2.15
2 Mohan Gupta 31/03/2016 164000 1.85 164000 1.85
During the year 14/08/2015 Purchase 2317 0.03 164000 1.85
07/08/2015 Purchase 15683 0.18 161683 1.82
01/04/2015 146000 1.64 146000 1.64
3 Anita Gupta 31/03/2016 75000 0.84 75000 0.84
During the year No transactions
01/04/2015 75000 0.84 75000 0.84
4 Lakshmi Samrajyam
Kandimalla 31/03/2016 43818 0.49 43818 0.49
During the year No Transactions
01/04/2015 43818 0.49 43818 0.49
5 Rangappa N 31/03/2016 39600 0.45 39600 0.45
During the year 25/03/2016 Purchase 100 0 39600 0.45
18/03/2016 Purchase 500 0.01 39500 0.44
04/03/2016 Sale -600 -0.01 39000 0.44
26/02/2016 Purchase 1600 0.02 39600 0.45
19/02/2016 Purchase 400 0 38000 0.43
12/02/2016 Purchase 1000 0.01 37600 0.42
05/02/2016 Purchase 600 0.01 36600 0.41
29/01/2016 Sale -1000 -0.01 36000 0.41
25/12/2015 Sale -1000 -0.01 37000 0.42
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Jocil Limited
Cumulative Shareholding
Shareholding
during the year
Sl Name of the
Reason % of total % of total
No. Shareholder No. of No. of
Date for shares of shares of the
shares shares
change the company company
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Jocil Limited
Cumulative Shareholding
Shareholding
during the year
Sl Name of the
Reason % of total % of total
No. Shareholder No. of No. of
Date for shares of shares of the
shares shares
change the company company
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Jocil Limited
Cumulative Shareholding
Shareholding
during the year
Sl Name of the
Reason % of total % of total
No. Shareholder No. of No. of
Date for shares of shares of the
shares shares
change the company company
15/01/2016 Purchase 11400 0.13 24600 0.28
08/01/2016 Purchase 10200 0.11 13200 0.15
31/12/2015 Sale -2200 -0.02 3000 0.03
25/12/2015 Sale -200 0 5200 0.06
18/12/2015 Purchase 5400 0.06 5400 0.06
01/04/2015 0 0 0 0
3 Alka Jain 31/03/2016 0 0.00 0 0.00
During the year 20/11/2015 Sale -15987 -0.18 0 0.00
23/10/2015 Sale -3000 -0.03 15987 0.18
16/10/2015 Purchase 3070 0.03 18987 0.21
02/10/2015 Sale -10000 -0.11 15917 0.18
21/08/2015 Purchase 49 0.00 25917 0.29
14/08/2015 Sale -5139 -0.06 25868 0.29
07/08/2015 Sale -10550 -0.12 31007 0.35
24/07/2015 Sale -7460 -0.08 41557 0.47
10/07/2015 Sale -5000 -0.06 49017 0.55
03/07/2015 Sale -4550 -0.05 54017 0.61
30/06/2015 Purchase 3563 0.04 58567 0.66
19/06/2015 Purchase 4639 0.05 55004 0.62
05/06/2015 Purchase 11156 0.13 50365 0.57
22/05/2015 Purchase 4560 0.05 39209 0.44
17/04/2015 Purchase 7642 0.09 34649 0.39
01/04/2015 27007 0.30 27007 0.30
Cumulative Shareholding
Shareholding
during the year
Sl Name of the Reason % of total % of total
No. Shareholder No. of No. of
Date for shares of shares of the
shares shares
change the company company
1 P. Narendranath Chowdary,
Chairman 01.04.2015 25000 0.28 25000
During the year No change - - -
At the end of the year 31.03.2016 25000 0.28 25000 0.28
2 J. Murali Mohan,
Managing Director 01.04.2015 20100 0.23 20100
During the year No change - - -
At the end of the year 31.03.2016 20100 0.23 20100 0.23
21
Jocil Limited
Cumulative Shareholding
Shareholding
during the year
Sl Name of the Reason % of total % of total
No. Shareholder No. of No. of
Date for shares of shares of the
shares shares
change the company company
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans Unsecured Total
Deposits
excluding deposits Loans Indebtedness
Indebtedness at the beginning of
the financial year
i. Principal Amount 4,52,59,470 1,62,77,907 4,35,78,403 10,51,15,780
ii. Interest due but not paid
iii. Interest accrued but not due 6,35,322 8,36,680 14,72,002
Total (i+ii+iii) 4,52,59,470 1,69,13,229 4,44,15,083 10,65,87,782
Change in Indebtedness
during the financial year
-Addition 24,98,705 1,49,40,469 1,74,39,174
-Reduction 3,13,07,688 (3,13,07,688)
Net Change 3,13,07,688 24,98,705 1,49,40,469 (1,38,68,514)
Indebtedness at the end of the
financial year
i. Principal Amount 1,39,51,782 1,86,11,578 5,77,96,543 9,03,59,903
ii. Interest due but not paid
iii. Interest accrued but not due 8,00,356 15,59,009 23,59,365
Total (i+ii+iii) 1,39,51,782 1,94,11,934 5,93,55,552 9,27,19,268
22
Jocil Limited
23
Jocil Limited
24
Jocil Limited
Annexure - 2
The Board of Directors constituted Nomination and Remuneration Committee consisting of four directors of which
two are independent directors. The Nomination and Remuneration Committee formulated a criteria for determining
qualifications, positive attributes and independence of a director and a policy on remuneration for the Directors, Key
Managerial Personnel (KMP) and other employees as detailed below and recommended to the Board and the Board
approved the same.
a) The appointee should possess adequate qualification, expertise and experience for the position they
considered for appointment. The Committee has discretion to decide whether qualification, expertise and
experience possessed by a person is appropriate for the concerned position.
b) Managing Director or Executive Director can be appointed for a term not exceeding five years at a time. No
re-appointment shall be made earlier than one year before the expiry of the term.
c) An Independent Director shall hold office for a term up to five consecutive years on the Board of the
Company and will be eligible for re-appointment on passing of a special resolution by the Company and
disclosure of such appointment in the Boards report.
d) No Independent Director shall hold office for more than two consecutive terms, but such Independent
Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent
25
Jocil Limited
Director. Provided that an Independent Director shall not, during the said period of three years, be appointed
in or be associated with the Company in any other capacity, either directly or indirectly.
e) At the time of appointment of Independent Director it should be ensured that number of Boards on which
such Independent Director serves is restricted to seven listed companies as an Independent Director and
three listed companies as an Independent Director in case such person is serving as a Whole-time Director
of a listed company.
f) The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management
Personnel periodically.
g) The Committee may recommend to the Board with reasons recorded in writing, removal of a Director, KMP
or Senior Management Personnel subject to the provisions and compliance of the rules and regulations.
h) The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the
Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to utilize
the services of KMP, Senior Management Personnel even after attaining the retirement age, for the benefit
of the Company.
Policy on remuneration :
b) The remuneration and commission to be paid to the Managing Director/ Whole-time Director shall be in
accordance with the percentage/conditions laid down in the Articles of Association of the Company and
as per the provisions of the Companies Act, 2013, and the Rules made thereunder.
c) The Managing Director/Whole-time Director/KMP and Senior Management Personnel shall be eligible for a
monthly remuneration as may be approved by the Board on the recommendation of the Committee.
d) If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay
remuneration to its Managing Director/ Whole-time Director in accordance with the provisions of Schedule
V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval
of the Central Government.
e) The Non-Executive/Independent Director may receive remuneration by way of sitting fees for attending
meetings of Board or Committee thereof, provided that the amount of such fees shall not exceed the
amount prescribed under Articles of Association of the Company. In addition to the remuneration payable
as sitting fees they shall be paid traveling / hotel and other expenses as determined by the Board from time
to time for attending and returning from, meetings of the Board of Directors or any committee thereof or
in connection with the business of the Company.
f) An Independent Director shall not be entitled to any stock option of the Company.
26
Jocil Limited
Annexure - 3
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS DURING THE YEAR
Section 134(3)(g) and Sec 186(4) of the Companies Act, 2013
Para A(2) of Schedule V to Listing Regulations
Sl.No. Name of the Company Amount Rs. Remarks
Particulars of loans given -
1. Sree Akkamamba Textiles Limited, 3,00,00,000 To meet working capital
Venkatarayapuram, Tanuku requirements
2. The Andhra Petrochemicals Limited, 8,00,00,000 To meet working capital
Venkatarayapuram, Tanuku (Repaid during the year) requirements
During the year the company has not made any investments, not given any guarantees and not provided any
security to any person or other body corporate.
Annexure - 4
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto
27
Jocil Limited
Annexure - 5
RISK MANAGEMENT POLICY
(Sec. 134(3)(n) of Companies Act, 2013)
The Company formulated Risk Management Policy on the recommendations of the Audit Committee of the Board
of Directors. The Policy provides for review of the operations of the organization, identification of potential threats to
the organization, estimating the likelihood of their occurrence and then taking appropriate actions to address the
most likely threats. The Policy also provides for periodical placement of such a report before the Board for its review
and to ensure that management controls risk through means of a properly defined frame work.
The Board is of the opinion that the risk of fire to plant & machinery and current assets, fluctuations in raw material
prices and changes in Government Policies are the elements of risk that may threaten the existence of the Company.
Annexure - 6
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES FOR THE YEAR 2015-16
(Section 134 (3)(o) of Companies Act, 2013 and Rule 8 (1) of Companies (Corporate Social Responsibility Policy) Rules, 2014)
1. A brief outline of the companys 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.
Participation of business enterprises in building economic, social and environmental capital will enhance social
sustainability. Design and implement CSR programs for sustainable development in the areas of health, safety,
environment, poverty eradication, skill development, resource enhancing etc., The company has undertaken
to extend Rs.one crore financial assistance to Acharya Nagarjuna University, Guntur for construction of a
building for the Department of International Business in the premises of the University. Out of this Rs.40 lakhs
was paid in 2014-15 and the balance will be released depending on the progress in construction of the
building. Further, during the current year 2015-16 Rs.40 lakhs was contributed to M/s. Sree Mullapudi
Venkataramanamma Memorial Hospital TANUKU, W.G.Dist for providing medical services to the public.
Web link http://jocil.in/CSR-POLICY%20.pdf to the CSR policy and projects or programs of the company.
2. The Composition of the CSR Committee
Director Position
P. Narendranath Chowdary Chairman - Non-Executive Director
J. Murali Mohan Member - Executive Director
Mullapudi Thimmaraja Member - Non-Executive Director
P. Venkateswara Rao Member - Independent Non-Executive Director
3. Average net profit of the company for last three financial years
Year Net Profit during the year u/s.198 (Adjusted)
Rs.
2014-15 19,67,90,985
2013-14 16,30,45,887
2012-13 22,89,42,270
Total for 3 years 58,87,79,142
Average profit per year 19,62,59,714
4. Prescribed CSR Expenditure (two per cent of the amount as in items 3 above) : Rs.39,25,194
5. Details of CSR spent during the financial year;
(a) Total amount to be spent for the financial year; Rs.39,25,194
(b) Amount unspent, if any; NIL
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Jocil Limited
(c) Manner in which the amount spent during the financial year is detailed below:
S. CSR project or Sector Projects or Amount Amount spent Cumula- Amount spent:
No. activity in which programs (1) outlay on the tive expen- Direct or through
identified the Local area or (budget) projects or diture implementing
project other (2) project programs Sub- up to the agency*
is Specify the or heads: (1) reporting
covered State and program Direct period
district where wise expenditure
projects or on projects or
Programs was programs (2)
undertaken Overheads :
1 2 3 4 5 6 7 8
1. Promotion Promoting Venkatarayapuram, Rs.40,00,000 Rs.40,00,000 Rs.40,00,000 Through
of health care health TANUKU-534215, (Direct implementing
by way of care West Godavari expenditure) agency-
contribution including District, M/s. Sree
to medical preventive Andhra Pradesh Mullapudi
institutions health Venkatara-
rendering care manamma
service to Memorial
the public. Hospital
TANUKU,
W.G.Dist.
* Give details of implementing agency :
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.
- CSR committee confirms that the CSR activities undertaken, implementation and monitoring are in
compliance with the CSR objectives and policy of the company.
Annexure - 7
STATEMENT ON EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
(Sec. 134 (3)(p) of Companies Act 2013 and Rule 8(4) of
Corporate (Accounts) Rules, 2014 )
The Company is having Nomination and Remuneration Policy formulated by Nomination and Remuneration
Committee and approved by the Board of Directors under Section 178 of the Companies Act, 2013. The Policy
contains criteria for evaluation of the Board of its own performance during the year and that of its Committees and
Individual Directors.
In accordance with the criteria for evaluation contained in the policy of the Company the Board of Directors carried
out evaluation of its own performance during the year and that of its four Committees Audit Committee,
Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Stakeholders Relationship
Committee. The performance evaluation of the Individual Directors was also carried out as per the evaluation criteria
contained in the policy.
29
Jocil Limited
Annexure - 8
FINANCIAL SUMMARY
(U/s. 134 (3) (q) of the Companies Act, 2013 and Rule 8 (5) (i) of Companies (Accounts) Rules, 2014
(Rs. in Lakhs)
Year ending 31st March
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
OPERATING RESULTS
Gross Sales & Other Income 9616 13009 21660 32694 42226 43634 46088 42201 37014 43543
Operating Profit 1461 1737 2078 3773 3790 3090 3677 2819 2730 3631
Depreciation 589 527 523 511 682 888 1001 1026 667 804
Interest 5 24 34 55 263 342 382 163 95 113
Profit before Tax 867 1226 1521 3207 2845 1860 2294 1630 1968 2714
Profit after Tax 556 869 969 2137 1943 1250 1462 1133 1311 1794
Dividend paid 266 311 355 444 355 444 533 444 533 622
Dividend rate (%) 60 70 80 100 80 50 60 50 60 70
Retained Earnings 250 505 554 1619 1530 734 838 614 670 1045
Earning per Share (Rs.) 12.53 18.70 21.82 48.12 21.87 14.08 16.46 12.75 14.76 20.20
Return on Net worth(%) 6.27 9.28 9.73 18.49 14.75 8.98 9.92 7.45 8.31 10.73
Debt Equity Ratio 0.04 0.03 0.06 0.10 0.35 0.22 0.24 0.08 0.07 0.05
Book Value (Rs.) 199.68 210.82 224.36 260.00 296.67 156.72 165.95 171.25 177.58 188.20
SOURCES OF FUNDS
Equity Capital 444 444 444 444 444 888 888 888 888 888
Reserves 8425 8917 9519 11114 12730 13030 13850 14320 14883 15826
Borrowings 333 271 608 1130 4623 3008 3569 1211 1051 904
Net Capital Employed 9202 9632 10571 12688 17797 16926 18307 16419 16822 17618
APLLICATION OF FUNDS
Gross Fixed Assets 9846 10821 11090 12846 15211 16324 17391 17433 17502 17882
Depreciation 5087 5595 6105 6594 7263 8141 9037 10011 10705 11502
Net Fixed Assets 4759 5226 4985 6252 7948 8183 8354 7422 6797 6380
Net Current Assets & Investments 4443 4406 5586 6436 9849 8743 9953 8997 10025 11238
Net Assets Employed 9202 9632 10571 12688 17797 16926 18307 16419 16822 17618
TO EXCHEQUER
Excise Duty & Service Tax 2790 2528 3430 2876 4566 4986 5320 4576 4866 4430
Sales Tax and Other Taxes 185 329 620 824 1139 1156 961 741 604 629
Income Tax 100 263 504 1100 830 600 850 650 700 1025
Total Taxes & Duties 3075 3120 4554 4800 6535 6742 7131 5967 6170 6084
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Jocil Limited
EARNINGS DIVIDEND
2007 266 40 250 556 D I V I D E N D TA X
2008 311 53 505 869 R E TA I N E D E A R N I N G S
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Jocil Limited
Annexure - 9
REPORT ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
[Section 134 (3) (m) of the Companies Act, 2013 & Rule 8 (3) of Companies (Accounts) Rules, 2014]
A. Conservation of energy
i. The steps taken or impact on conservation of : 1. Third party audid was conducted on steam
energy lines and distribution of steam in the plant
and necessary steps are being taken for
reduction of transmission losses.
2. Waste Heat is successfully utilised for sweet
water evaporation.
ii. The steps taken by the company for utilising : Nil
alternate sources of energy;
iii. The capital investment on energy conservation : Nil
equipments;
B. Technology absorption
i. Efforts made towards technology absorption : The indigenous technology available is being
utilised and upgraded continuously.
ii. Benefits derived like product improvement, cost : The compny's overall performance has
reduction, product development or import improved due to collective effords to satisfy
substitution requirements of customers.
iii. in case of imported technology (imported during : Nil
the last three years reckoned from the beginning
of the financial year)
a. the details of technology imported;
b. the year of import
c. whether the technology been fully absorbed
d. if not fully absorbed, areas, where absorption
has not taken place and the reasons thereof;
iv. The expenditure incurred on Research and : NIl
Development (Rs.in lakhs)
32
Jocil Limited
Annexure - 10
REPORT ON FIXED DEPOSITS
[Section 134(3) (q) of the Companies Act, 2013 and Rule 8(5) (v) & (vi) of the
Companies (Accounts) Rules, 2014]
Annexure - 11
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION AND
SUCH OTHER DETAILS
(Section 197(12) of Companies Act, 2013 and Rule 5 (1) of the Companies
(Appointment & Remuneration) Rules, 2014)
***
i. The ratio of the remuneration of each director to the
median remuneration of the employees of the company for
the financial year
Shri J. Murali Mohan Managing Director : 65 : 1
(all the other directors are non-executive directors)
ii. The percentage increase in remuneration of each director,
Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year
Shri J. Murali Mohan, Managing Director : 10.43
Shri P. Kesavulu Reddy, President & Secretary Nil
iii. The percentage increase in the median remuneration of : 10.19
employees in the financial year
iv. The number of permanent employees on the rolls of : 734
company
v. The explanation on the relationship between average : Average increase in remuneration of
increase in remuneration and company performance employees is 26.51%.
Profit Before Tax increased by 37.91%
33
Jocil Limited
vi. Comparison of the remuneration of the Key Managerial : Increments to employees aged above 60
Personnel against the performance of the company years are considered periodically and not
every year. Hence, there is no increase in
remuneration of Key Managerial Personnel.
Profit Before Tax increased by 37.91%
vii. (Please see Annexure 12 )
viii. Average percentile increase already made in the salaries of : The increase in percentage of remuneration
employees other than the managerial personnel in the last of employees other than managerial
financial year and its comparison with the percentile personnel is 9.65% and that of managerial
increase in the managerial remuneration and justification personnel 10.43%.
thereof and point out if there are any exceptional
circumstances for increase in the managerial remuneration
ix. Comparison of each remuneration of the Key : There is no increase in remuneration of Key
Managerial Personnel against the performance of the Managerial Personnel
company
x. The key parameters for any variable component of : The Managing Director is entitled for
remuneration availed by the directors commission upto 2% of the net profits of
the company subject to a maximum of
annual salary.
xi. The ratio of the remuneration of the highest paid director : None of the employees receive
to that of the employees who are not directors but receive remuneration in excess of the
remuneration in excess of the highest paid director during remuneration paid to the Managing
the year Director.
xii. Affirmation that the remuneration is as per the : Yes
remuneration policy of the company
Annexure - 12
VARIATION IN THE MARKET CAPITALISATION OF THE COMPANY
(Section 197(12) of Companies Act, 2013, Rule 5 (vii) of Companies (Appointment & Remuneration) Rules, 2014)
a. Variation in the market capitalisation of the Company Rs.in lakhs
As on 31-Mar-2016 : 14573.97
As on 31-Mar-2015 : 9227.51
Variation 5346.45
b. Variation in the price earnings ratio of the equity shares of the
company
As on 31-Mar-2016 : 8.12 times
As on 31-Mar-2015 : 7.04 times
Variation : 1.08 times
c. Percentage increase over decrease in the market quotations of the shares of the company
in comparison to the rate at which the company came out with the last public offer.
(Last public issue was on 03-02-1981 at Rs.10 per equity share of face value Rs.10).
Percentage increase : Rs.236 - 2360%
(at the highest price during the year on 18.09.2016)
Percentage Decrease
(at the lowest price during the year on 15.05.2016) : Rs.95 - 950%
Percentage increase over decrease 148.42%
34
Jocil Limited
Annexure - 13
PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5(2) OF THE COMPANIES
(Appointment & Remuneration) Rules, 2014
i. Name : Sri J. Murali Mohan
ii. Designation : Managing Director
iii. Remuneration received : Rs.1,23,33,240
iv. Nature of employment, whether contractual or otherwise; : Contractual for a period of three years
v. Qualifications : B.Tech (Chem. Engg.) & MBA
vi. Experience : 37 Years
vii. Date of commencement of employment : 16-02-1990
viii. Age : 66 Years
ix. Last employment held before joining the company : Marketing Manager,
ITC Ltd.(ILTD Division)
x. The percentage of equity shares held by the employee in the
company within the meaning of clause (iii) of sub-rule (2) Rule (5) : Not applicable
xi. Whether relative of any director or manager of the
company and if so, name of such director or manager; : -No-
Annexure - 14
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016
[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,
JOICL Limited, Dokiparru,
Medikondur Mandal, Guntur District,
Andhra Pradesh.
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by Jocil Limited (hereinafter called the company). Secretarial Audit was conducted in a
manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and
expressing my opinion thereon.
Based on our verification of Jocil Limiteds 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, 2016 ("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 Jocil
Limited (the Company) for the financial year ended on 31st March, 2016 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
35
Jocil Limited
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. 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 (Not applicable
to the Company during the Audit Period);
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (SEBI Act):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009 (Not applicable to the Company during the Audit Period);
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 (Not applicable to the Company during the Audit Period);
e. (The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008
(Not applicable to the Company during the Audit Period);
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (Not
applicable to the Company during the Audit Period); and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable
to the Company during the Audit Period);
We have also examined compliance with the applicable clauses of the following :
i. Secretarial Standards issued by the Institute of Company Secretaries of India
ii. Listing Agreements entered into by the Company with the National Stock Exchange.
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
We further report that, having regard to the compliance system prevailing in the company and on examination of
the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the
following laws applicable specifically to the Comapny:
a. The Hazardous Wastes (Management, Handling and Transboundary Movement) Rule, 2008
b. Drugs & Cosmetics Act, 2002 and rules made thereunder
c. Legal Metrology Act, 2009 and rules made thereunder
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 notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda
were sent at least seven days in advance, and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the Board Meetings, as represented by the management, were taken unanimously.
36
Jocil Limited
We further report that, as per the explanations given to us and the representations made by the Management and
relied upon by us, there are adequate systems and process in the company commensurate with the size and
operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that, during the audit period, there were no other specific events/actions in pursuance of the
above referred laws, rules, regulations, guidelines etc. having major bearing on the Company's affairs.
For NEKKANTI S.R.V.V.S. NARAYANA & CO.
Company Secretaries
NEKKANTI S.R.V.V.S. NARAYANA
Place : Hyderabad Proprietor
Date : 19th May 2016. M.No.F7157, C.P.No.7839
Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral
part of this report.
ANNEXURE A
To
The Members,
Jocil Limited, Dokiparru,
Medikondur Mandal, Guntur District,
Andhra Pradesh.
Our report of even date is to be read along with this letter:
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is
to express an opinion on these secretarial records based on our audit.
2. 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.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the
Company.
4. Wherever required, we have obtained the management representation about the compliance of laws, rules
and regulations and happening of events etc.
5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. 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.
For NEKKANTI S.R.V.V.S. NARAYANA & CO.
Company Secretaries
NEKKANTI S.R.V.V.S. NARAYANA
Place : Hyderabad Proprietor
Date : 19th May 2016. M.No.F7157, C.P.No.7839
37
Jocil Limited
Annexure - 15
RELATED PARTY DISCLOSURE UNDER PARA A OF SCHEDULE V TO LISTING REGULATIONS
(Amount in Rs.)
S. Name of the Company / Firm in which Amount of loans / Max. amount of loans /
No. the Directors are interested advances / investments advances / investments
/ outstanding as on outstanding during the
31-03-2016 year 2015-16
1. Sree Akkamamba Textiles Limited, 3,00,00,000 5,00,00,000
Tanuku.
2. The Andhra Petrochemicals Limited, - -
Tanuku Loans - 8,00,00,000
3. The Andhra Petrochemicals Limited, 1,22,92,694 1,22,92,694
Tanuku Investments
Annexure - 16
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
a. Industry Structure and Developments :
The Company is engaged in the manufacture of Stearic Acid, Fatty Acids, Refined Glycerine, Soap Noodles, Toilet
Soap, Industrial Oxygen and in the generation of Power from biomass and wind. Non-edible oils and fatty acid
distillates, both indigenous and imported, are used as raw materials for manufacturing the finished products. The
products manufactured are marketed directly from the factory as well as through Depots and C&F Agents located
in major cities across the country. The Company also undertakes to manufacture Soap Noodles and Toilet Soap on
jobwork for reputed customers.
The Company is having 6 MW Biomass Cogeneration Captive Power Plant located within the factory premises and
the surplus power is sold to APSPDCL. It is also having four Wind Energy Generators (WEGs) of total 6.30 MW set up
in Tamil Nadu and the power generated from these plants is sold to Tamil Nadu Generation and Distribution
Corporation Ltd. (TANGEDCO).
Majority of the Fatty Acids produced in the industry are consumed as raw material in Soap industry for making Toilet
Soap. Hence performance of toilet soap industry will also have its impact on the demand for fatty acids. Stearic Acid
is a chemical used in rubber, plastic, metal polish and number of other industries and any changes in demand by the
major user industries may lead to fluctuations in demand. Glycerine and Industrial Oxygen are by-products.
The country is short of both edible and non-edible vegetable oils. However, in India refineries with huge capacities
are set up for processing Crude Vegetable Oils like Palm Oil imported from Malaysia and Indonesia. By-products
generated from these refineries viz., Palm Fatty Acid Distillate, Crude Palm Stearine are the raw material to the
Company. As a result the Company indirectly depends on imports for its raw material supplies. Consequently the
supply and demand position in the international market for vegetable oils influence the indigenous market.
The Malaysian and Indonesian Governments impose export duty varying from time to time on crude oil to discourage
exports in order to ensure value addition prior to exports. This turns out as additional cost to consumers in India.
Further, fluctuation in crude oil (fossil) prices also have impact on edible and non edible oils due to their usage in
production of biofuels.
Inverted duty structure (higher duty for raw materials and lower duty for finished products) is a major problem for
manufacturers of soap noodles. There is no customs duty on soap noodles imported whereas lauric acid one of the
major raw materials in the manufacture of soap noodles attracts customs duty at 7.5%. As a result indigenous
manufacturers are placed at a disadvantage in competing with import of soap noodles.
38
Jocil Limited
The Company undertook expansion cum modernization programme for increasing capacity and upgrading
technology of Fatty Acid, Soap Noodles and Glycerine Plants by investing about Rs.50 crores in the last few years. As
a result, the Company is able to produce quality products to meet the requirements of various customers. During
the year the Company also added animal feed in its product range to meet the requirements of some new
customers.
The fuels intended for running the biomass power plant are Rice Husk, field residues like Cotton Stalk, Chili Stalk etc.,
available in the surrounding areas. Their availability is seasonal and also depends on availability of labour and farm
works during the season. Transportation and storage of biomass fules are the other problems due to low bulk
density. They are also fire hazardous. During the year the Company was able to procure a good quantity of Rice Husk
and Cotton Stalk. The capacity utilization of the power plant during the year is also satisfactory due to improved
procurement of fuels. Steam and power requirements of Process Plants are met from the Biomass Power Plant.
The Company is constructing a Reservoir by spending about Rs.3.50 crores for storing water to meet part of its
requirements during off season to save on cost and reduce dependence on outside sources.
Continuous development efforts are being made to absorb the latest technologies and practices. Quality Management
Systems (QMS) Standard ISO 9001:2008 obtained from a renowned certification agency, Det Norske Veritas (DNV) is
being followed by the Company. DNV also confirmed ISO 22716:2007 on the Company for following GMP Guidelines
of Standard in the manufacture of Glycerine.
39
Jocil Limited
d. Outlook :
The Company expects the Government to recognize the inverted duty structure for soap noodles and correct the
anomaly to enable the industry to face the competition from import of soap noodles effectively. The technical
upgradation and increase in plant capacities of fatty acid, soap and glycerine plants under expansion cum
modernization programme are expected to help to improve the operations of the Company. The Company will have
to face increased challenges from new and existing players in the industry which may affect its profitability.
e. Risks and Concerns:
Any increase in Excise Duty on the goods manufactured by the Company may be unfavourable to the Company as
it may result in increase in cost of production of goods manufactured by the Company as compared to similar goods
manufactured in the Excise exempted areas.
The wide fluctuations in raw material prices in the international market affect the prices of final products which may
result in conditions sometimes favourable or at other times unfavourable to the Company, inspite of taking precautions
to avoid risks in price fluctuations.
Generation of power by Biomass Power Plant depends on availability of biomass and its cost. Generation of power
by wind mills depends on wind velocity and the policy of TANGEDCO to prioritize evacuation over the other sources
of energy available to it. The profitability of Biomass Power Plant and Wind Energy Generators largely depends upon
the purchase price fixed by the Governments for purchase of energy from renewable sources of energy as a
promotional measure.
h. Material developments in Human Resources / Industrial Relations front, including number of people employed:
The Company employed 734 persons as on 31st March 2016 both in the factory and office. The Management of the
Company maintains good relations with the employees. There have been no labour problems since the inception
of the Company in 1980.
40
Jocil Limited
Annexure - 17
REPORT ON CORPORATE GOVERNANCE
(Para C of Schedule V to the Listing Regulations)
1. Companys Philosophy on code of Corporate Governance:
The Companys philosophy on code of Corporate Governance aims at upholding transparency, professionalism, accountability,
honesty and integrity in its functions and conduct of business with due respect to laws and regulations. It always believes
that healthy Corporate Governance leads to operations and actions that serve the underlying goal of continuously
enhancing the value that the Company can create for the stake-holders viz., Shareholders, Employees, Customers,
Suppliers, Lenders, Government and other parties having association with the company.
2. Board of Directors : Sl. No. Date of Board Meeting
a) Composition 1 25-05-2015
The present strength of the Board of Directors is ten of which nine are Non- 2 23-07-2015
Executive Directors including five Independent Directors. 3 12-11-2015
b) Number of Board Meetings held and the dates on which held 4 29-01-2016
c) Details of familiarization programmes imparted to Independent Directors are 5 14-03-2016
disclosed at the website www.jocil.in
d) The details of the composition of the existing Board of Directors, their shareholding, attendance of each Director at the
Board Meetings and at the last Annual General Meeting, number of other Directorships and Membership in Committees
of other Companies held are given below:
Directorships Chairnamships
Attendance at last
as on 31-3-2016
AGM held Y / N
company by
& in committees
Name of the Chairmanships of other No. of
Director & Status held companies held Board Relation with
Designation Meetings other Directors
Chairman
Chairman
Member
attended
Private
Public
E Executive
NE Non-Executive
INE Independent & Non-Executive
41
Jocil Limited
3. Audit Committee :
The Audit Committee comprises three members, Chairman is an Independent Director and all the members
including the Chairman of the Committee are Non-Executive Directors.
The composition of the Audit Committee and the details of meetings held and attended are as follows:
Director Position Meetings held Meetings attended
V.S. Raju Chairman -INED 4 4
Mullapudi Thimmaraja Member - NED 4 4
Subbarao V. Tipirneni Member -INED 4 4
Managing Director, Internal Auditors, Statutory Auditors and Cost Auditors attended the Audit Committee
Meetings to answer the queries raised by the Committee members.
z Recommendation for appointment, remuneration and terms of appointment of auditors of the company.
Approval of payment for any other service by the auditors.
z Oversight of financial reporting process and the disclosure of financial information
z Review and monitor the auditors independence and performance, and effectiveness of audit process.
z Examination of the financial statements and the auditors report thereon.
z Approval or any subsequent modification of transactions of the company with related parties.
z Scrutiny of inter-corporate loans and investments.
z Valuation of undertakings or assets of the company, wherever it is necessary.
z Evaluation of internal financial controls and risk management systems.
z Monitoring the end use of funds raised through public offers and related matters.
z Investigation of any activity within its terms of reference.
z Boards Report and matters required to be included in the Directors Responsibility Statement in it.
z Compliance with listing and other legal requirements relating to financial statements.
z Appointment of CFO.
z Review of the functioning of Whistle Blower Mechanism.
z Appointment of internal auditors and review of internal audit reports.
42
Jocil Limited
5. Remuneration of Directors.
a) Sitting fees is paid to Non Executive Directors in accordance with the provisions of the Companies Act, 2013.
Sitting fees paid for attending meetings of the
Name of the Director Board of directors/Committees of directors
P. Narendranath Chowdary 1,00,000
Mullapudi Thimmaraja 1,60,000
K. Srinivasa Rao 40,000
V.S. Raju 1,10,000
M. Gopalakrishna 50,000
Subbarao V. Tipirneni 1,10,000
Mullapudi Mrutyumjaya Prasad 70,000
P.Venkateswara Rao 40,000
Dr.Manjulata Dasari 40,000
None of the Directors are provided with Stock options.
43
Jocil Limited
b) Non Executive Directors do not have any pecuniary relationship with the Company except for the payment of
sitting fee payable to them.
c) Shri J. Murali Mohan, Managing Director has been paid the following remuneration during the year in accordance
with the provisions of the Companies Act, 2013 read with Schedule V therein :
Salary : Rs. 42,88,965
House Rent Allowance : Rs. 21,44,483
Commission : Rs. 42,88,965
Contribution to Provident Fund and other Funds : Rs. 11,58,021
Other Perquisites : Rs. 3,48,140
Value of Earned Leave provided : Rs. 1,04,666
Contribution to Group Gratuity : Rs. -
_____________
Total Rs. 1,23,33,240
_____________
The appointment of Managing Director is on a contract for a period of 3 years w.e.f. 16-02-2015 and there is no
provision for notice period or severance fee on either side.
None of the Directors are provided with Stock options.
6. Stakeholders Relationship Committee
Company has Stakeholders Relationship Committee comprising of four directors under the Chairmanship of a
Non-executive Director to specially look into shareholders issues including share transfer, transmission, issue of
duplicate certificates and redressing of shareholder complaints.
The composition and the details of meetings held of Stakeholders Relationship Committee are given below.
During the period under review four meetings of the Committee were held on 25-05-2015, 23-07-2015,
12-11-2015 and 29-01-2016.
M/s.XL Softech Systems Ltd, 3, Sagar Society, Road No.2, Banjara Hills, HYDERABAD 500 034 acts as the
Companys Share Registrar and Transfer Agent (RTA). Shri P. Kesavulu Reddy, President & Secretary of the Company
acts as the Compliance Officer to the Committee.
The Company received a total number of thirty one letters during the year in respect of various matters such as
non-receipt/revalidation of dividend warrants, change of address, change of bank account etc., and all of them
were attended to and replied to the satisfaction of the shareholders. As on 31-3-2016 there were no pending
complaints/requests from the shareholders.
44
Jocil Limited
The special resolutions passed by the members at the previous three Annual General Meetings are as follows :
(A) 2012-13 Nil
(B) 2013-14 1. Reappointment of Managing Director
2. Variation in terms of appointment of Managing Director
(C) 2014-15 - Nil
There was no occasion to pass Special Resolutions through postal ballot on any of the matters required to be so
passed under the provisions of the Companies Act, 2013.
Further no such proposal is under consideration for the shareholders approval in the forthcoming Annual
General Meeting.
8. Means of Communication
Quarterly results approved by the Board are usually published in Business Line (English) and Andhra Bhoomi
(Telugu) newspapers. In addition to this the Company is communicating its results to National Stock Exchange
where the shares are listed. Further, the quarterly results are also placed on the companys website, www.jocil.in.
No presentations have been made to institutional investors or to the analysts.
9. General Shareholder Information
a) Annual General Meeting
Date and Time : 03-09-2016 at 3.30 pm
Venue : Registered Office :
Jocil Ltd., Dokiparru, Medikondur Mandal, Guntur District, A.P.
b) Financial Year : 2015 -16
c) Dividend Payment Date : 29-03-2016
Date of Book Closure : 23-03-2016
d) Listing on Stock Exchanges : National Stock Exchange of India Ltd., (NSE)
Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051.
The Company has paid the Listing Fees for the year 2016-2017 to NSE.
e) Stock Code : ISIN INE839G01010
45
Jocil Limited
8800
175.00 8200
8000
150.00
7800
125.00
7600
100.00 7400
5 5 5 15 5 15 15 5 5 6 16 16
r-1 -1 -1 - g-1 p- ct- -1 c-1 -1 b-
Ap ay Jun Jul Au Se ov Jan Fe ar-
M O N De M
h) The company has been complying with all the listing requirements of the stock exchange and the securities
of the company continue to be traded in the exchange without any suspension from the beginning.
i) Registrar and Transfer Agents (RTA) : XL Softech Systems Ltd.,
3, Sagar Society, Road No. 2, Banjara Hills,
Hyderabad - 500 034.
Tel : 040-23545913/914/915
Fax : 040-23553214
Email : xlfield@gmail.com
46
Jocil Limited
j) Share transfer system : The Board of Directors delegated the power of transfer of securities to the Share
Registrar and Transfer Agents (RTA). The Company is taking care to comply with the provisions relating to
share transfers under Listing Regulations.
l) Dematerialisation of Shares
Electronic / Physical %
86.70% of Companys Paid-up Equity Share Capital has been demateralised upto March, 31, 2016
(86.62% upto March 31, 2015). Trading in Equity Shares of the Company is permitted only in
dematerialized form.
m) Outstanding GDRs/ADRs/ Warrants : Nil
or any convertible instruments
n) The risk of price variation in raw materials and finished goods in which the Company deals is partly covered by
purchasing raw materials as and when sales are booked for future delivery. There is no market for hedging the
risks in price variations of the commodities in which the Company deals. Foreign exchange requirements for
imports are covered by foreign exchange earnings from exports. In view of the availability of this natural hedge
no further hedging is done for foreign exchange risks either for imports or for exports.
47
Jocil Limited
48
Jocil Limited
r) Transfer of unpaid/unclaimed amounts to Investor Education and Protection Fund During the year under review.
The Company has credited Rs. 1,30,018/- being the unpaid/unclaimed dividend for the year 2007-08 to the
Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013 read with
the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.
10. Other Disclosures :
a) There were no materially significant pecuniary or business transactions of the Company with its promoters,
Directors or the Management, or their relatives etc., that may have potential conflict with the interests of the
Company at large.
The Company enters into contracts from time to time with its Holding Company, Directors, Companies and
Firms in which the Directors are interested. These contracts are in the ordinary course of Companys business
and the concerned Directors regularly make full disclosures to the Board of Directors regarding the nature of
their interest. Full particulars of contracts entered into with the parties in which Directors are directly or
indirectly concerned or interested are entered in the Register of Contracts maintained under Section 189(1) of
the Companies Act, 2013 and the same is placed at every Audit Committee Meeting and Board Meeting for
information and approval.
b) There were no instances of non-compliance by the Company and no penalties, strictures on the Company
by Stock Exchange or SEBI or any Statutory Authority, on any matter related to Capital markets during the last
three years.
c) The Company has established vigil mechanism as required under Sec. 177(10) of the Companies Act, 2013 for
directors and employees to report genuine concerns as prescribed in the policy. The policy provides adequate
safeguards against victimization of persons who use such mechanism and make provision for direct access
to the Chairperson of the Audit Committee in appropriate or exceptional cases. No personnel have been
denied access to the Audit Committee.
d) The Company has complied with all the mandatory requirements. The non mandatory requirements not
complied with will be adopted at the appropriate time.
e) The Company is not having any subsidiaries.
f) Policy on dealing with related party transactions of the Company is available at www.jocil.in
g) Hedging for commodity price risks is as discussed at Item No. 9 (n) above.
11. The Company has complied with all the requirements of Corporate Governance under Sub Para 2 to 10 in Para B
of Schedule V to the Listing Regulations.
12. Implementation of discretionary requirements under Part E of Schedule II to Listing Regulations
a) The Chairmans office expenses incurred in performance of his duties are not reimbursed by the Company.
b) Half yearly declaration of financial results including summary of significant events have not been sent to the
household of shareholders.
c) There are no audit qualifications in the Companys financial statement for the year under reference. It is
always the Companys endeavour to present financial statements without any qualification.
49
Jocil Limited
d) The Company is having separate persons appointed to the posts of Chairperson and Managing Director.
e) The Internal Auditors to the Company are reporting directly to the Board of Directors.
13. Compliance with provisions dealing with Corporate Governance in Listing Regulations.
a) The constitution of Board of Directors, Audit Committee, Nomination & Remuneration Committee and
Stakeholders Relationship Committee are in accordance with Regulation 17 to 20 of Listing Regulations. In
terms of the companys corporate governance policy, all statutory and other significant and material
information are placed before the Board to enable it to discharge its responsibility of supervision of the
company as trustees of the shareholders.
Adequate powers are delegated to the Committees to take suitable decisions on the issues arising to meet
the exigencies of the business of the Company.
b) Regulation 21 dealing with constitution of Risk Management Committee is not applicable to the Company.
c) The Company is having Vigil Mechanism for Directors and the Employees to report genuine concerns as
required under Regulation 22.
d) The Company formulated a policy on materiality of related party transactions and on dealing with related
party transactions in compliance with Regulation 23 and complies with the same.
e) The Company is not having subsidiary companies.
f) The Company complies with the obligations with respect to Independent Directors, Directors and the Senior
Management under Regulation 25 and 26.
g) Quarterly Compliance Report on Corporate Governance is filed with the NSE along with material related party
transactions if any as required under Regulation 27.
h) The Company maintains functional website www.jocil.in containing the information required under Clauses
(b) to (i) of Regulation 46 (2).
50
Jocil Limited
Annexure - 18
DECLARATION BY THE MANAGING DIRECTOR UNDER
PARA D OF SCHEDULE V OF LISTING REGULATIONS
To
The Members of Jocil Limited
This is to affirm that the Board of Directors of Jocil Limited has adopted a Code of Conduct for its Directors and Senior
Management Personnel in compliance with the provisions of para D of Schedule V of Listing Regulations with the
Stock Exchanges. Board Members and Senior Management Personnel of the Company have confirmed the compliance
of provisions of the said code for the financial year ended 31st March 2016.
Guntur, J. MURALI MOHAN
28th May 2016 Managing Director.
Annexure - 19
COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members of Jocil Limited
We have examined the compliance of conditions of corporate governance by Jocil Limited for the year ended
31st March, 2016, as stipulated in Para E of Schedule V to Listing Regulations.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring
the compliance with the conditions of the Corporate Governance as stipulated in the said clause. It is neither an
audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, and based on the
representations made by the directors and the management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in Listing Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For BRAHMAYYA & CO.,
Chartered Accountants
Firm Regn. No. 000513S
K. RAJAJ
Hyderabad Partner
28th May 2016 ICAI Memb. No. 202309
Annexure - 20
51
Jocil Limited
52
Jocil Limited
b) In the case of Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and
c) In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
Report on other legal and regulatory requirements
1. As required by the Companies (Auditors Report) Order, 2016 (the Order), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure-A, a statement on the
matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which, to the best of our knowledge
and belief were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as
appears from our examination of those books and proper returns adequate for the purposes of the audit
have been received from the branches to the extent not visited by us;
c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in
agreement with the books of account;
d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the
accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules,2014.
e) On the basis of written representations received from the directors as on March 31, 2016 and taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as
a director in terms of sub-section (2) of section 164 of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our separate report in Annexure-B and
g) With respect to the other matters to be included in the Auditors Report in accordance with the Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the basis of our information and
according to the explanations given to us:
i. The company does not have any pending litigations which would impact its financial position except
those which are disclosed in the notes to the financial statements and para no. 7 in Annexure to our
Audit report.
ii. The company did not have any long term contracts including derivative contracts for which there were
any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education Protection
Fund by the company.
For Brahmayya & Co
Chartered Accountants
Firm Registration No. 000513S
(Karumanchi Rajaj)
Place: Hyderabad Partner
Date : 28th May 2016 ICAI Membership No: 202309
53
Jocil Limited
Annexure-A
54
Jocil Limited
8. In our opinion and according to the information and explanations furnished to us by the Company, there were
no defaults in repayment of dues to banks. However, the company has not borrowed any loans from financial
institutions, government or raised any funds by way of issue of debentures.
9. The company did not raise any money by way of initial public offer or further public offer (including debt
instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.
10. According to the information and explanations given to us, no fraud by the company or any fraud on the
company by its officers or employees has been noticed or reported during the year.
11. According to the information and explanation given to us and based on examination of the records of the
company, the company has provided remuneration for managerial personnel in accordance with the requisite
approvals mandated by the provisions of section 197 read with schedule V of the Act.
12. The company is not a nidhi company. Accordingly reporting under provisions of para 3(xii) of the Order is not
applicable.
13. According to the information and explanations given to us and based on examination of records of the
company, transactions with the related parties are in compliance with the provisions of section 177 and 188 of
the Act where applicable and details of such transactions have been disclosed in the financial statements as
required by the applicable accounting standards.
14. According to the information and explanations given to us and based on our examination of the records of the
company, the company has not made any preferential allotment or private placement of shares or fully or partly
convertible debentures of the company.
15. According to the information and explanations given to us and based on our examination of the records of the
company, the company has not entered into non-cash transactions with directors or persons connected with
them. Accordingly paragraph 3(xv) of the Order is not applicable.
16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For Brahmayya&Co
Chartered Accountants
Firm Registration No. 000513S
(Karumanchi Rajaj)
Place : HYDERABAD Partner
Date : 28th May 2016 ICAI Membership No: 202309
55
Jocil Limited
Annexure-B
We have audited the internal financial controls over financial reporting of JOCIL Limited ("the Company") as of 31
March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that
date.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based
on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be
prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial
controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including
the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company's internal financial controls system over financial reporting.
56
Jocil Limited
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately nd fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorisations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as at 31
March 2016, based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Brahmayya & Co
Chartered Accountants
Firm Registration No. 000513S
(Karumanchi Rajaj)
Place: Hyderabad Partner
Date : 28th May 2016 ICAI Membership No: 202309
57
Jocil
JocilLimited
Limited
As per our report of even date : For and on behalf of the Board
For BRAHMAYYA & Co.,
Chartered Accountants P. NARENDRANATH CHOWDARY Chairman
Firm Regn. No. 000513S
K. RAJAJ, Partner
ICAI Memb. No. 202309 J. MURALI MOHAN Managing Director
Hyderabad
28th May, 2016 P. KESAVULU REDDY President & Secretary
58
Jocil Limited
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st March, 2016
(Amount in Rs.)
Year ended Year ended
Note 31-3-2016 31-3-2015
Revenue from Continuing Operations
Revenue
Sale of Products 17 424,43,13,952 358,54,61,673
Less : Excise Duty 37,76,91,212 37,25,48,108
386,66,22,740 321,29,13,565
Processing charges received 5,97,19,900 9,23,06,127
392,63,42,640 330,52,19,692
Other Income 18 5,02,38,871 2,36,31,129
Total Revenue 397,65,81,511 332,88,50,821
Expenses
Cost of Material Consumed 19 261,02,13,775 227,74,07,469
Changes in Inventories of Finished Goods, 20 2,61,39,421 (87,92,572)
WIP and Stock in Trade
Employee Benefit Expenses 21 25,14,65,187 19,87,71,194
Finance Costs 22 1,18,93,015 1,05,56,978
Depreciation and Amortisation Expenses 23 8,04,19,823 6,66,76,648
Other Expenses 24 72,50,58,983 58,74,40,119
Total Expenses 370,51,90,204 313,20,59,836
As per our report of even date : For and on behalf of the Board
For BRAHMAYYA & Co.,
Chartered Accountants P. NARENDRANATH CHOWDARY Chairman
Firm Regn. No. 000513S
K. RAJAJ, Partner
ICAI Memb. No. 202309 J. MURALI MOHAN Managing Director
Hyderabad
28th May, 2016 P. KESAVULU REDDY President & Secretary
59
Jocil Limited
Rs. Rs.
I. Cash Flow from Operating Activities
Net Profit before tax and extra-ordinary items 27,13,91,307 19,67,90,985
Add/Less: Adjustments for :
Depreciation 8,04,19,823 6,66,76,648
Interest expense 1,12,63,015 94,55,533
Interest income (2,15,95,700) (1,48,98,085)
Assets Written off 2,657 7,014
Provision for diminution in value of investments 1,34,616 -
Loss on sale of assets 1,56,244 2,501
Profit on sale of assets (30,341) (25,40,429)
Dividends received (10,23,478) (5,23,846)
Operating profit before working capital changes 34,07,18,143 25,49,70,321
Add/Less: Adjustments for working capital
Inventories 1,36,34,663 5,03,03,694
Trade and other receivables (17,33,36,407) (4,60,47,685)
Trade payables 6,51,97,300 (8,45,34,244)
Cash generated from operations 24,62,13,699 17,46,92,086
Less: Direct taxes paid 13,30,06,978 6,11,68,830
Net cash from Operating activities A 11,32,06,721 11,35,23,256
II. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets/Capital work in progress (3,42,93,582) (1,55,66,157)
Proceeds from sale of fixed assets 88,008 27,97,117
Proceeds from redemption of / (Investment in) Mutual Funds 12,846 (20,522)
Investment in Inter-corporate Loans 2,00,00,000 (500,00,000)
Interest received 2,15,95,700 1,48,98,085
Dividend received 10,23,478 5,23,846
Net cash from / (used in) Investing activities B 84,26,450 (4,73,67,631)
III. CASH FLOW FROM FINANCING ACTIVITIES
Repayment of borrowings (1,47,55,877) (1,59,67,883)
Interest paid (1,12,63,015) (94,55,533)
Dividends paid (11,54,54,950) (4,44,05,750)
Net cash used in financing activities C (14,14,73,842) (6,98,29,166)
As per our report of even date : For and on behalf of the Board
For BRAHMAYYA & Co.,
Chartered Accountants P. NARENDRANATH CHOWDARY Chairman
Firm Regn. No. 000513S
K. RAJAJ, Partner
ICAI Memb. No. 202309 J. MURALI MOHAN Managing Director
Hyderabad
28th May, 2016 P. KESAVULU REDDY President & Secretary
60
Jocil Limited
CORPORATE INFORMATION
Jocil Limited (hereinafter referred to as Jocil) is engaged in the manufacture of Stearic Acid, Fatty Acids, Soap
Noodles, Toilet Soap, Glycerine and Industrial Oxygen. The manufacturing facilities of Jocil and its Registered
Office are located at the same place at Dokiparru Village, Medikondur Mandal, Guntur District, Andhra
Pradesh. It is also having a 6 MW Biomass Cogeneration Captive Power Plant to meet the power requirements
of the manufacturing activity and surplus power is sold to AP Transco. Jocil is also having 4 Wind Energy
Generators in the State of Tamil Nadu and the power generated is sold to Tamil Nadu Generation and
Distribution Corporation Limited. Jocil is a subsidiary to The Andhra Sugars Limited (ASL), Tanuku, W.G.District,
Andhra Pradesh. As on 31-03-2016 ASL owned 55.02% of the Jocils equity share capital.
a. GENERAL
The financial statements are prepared under historical cost convention on accrual basis of accounting and in
accordance with the Generally Accepted Accounting Principles in India. The financial statements are prepared
to comply in all material respects with the Accounting Standards as prescribed under Section 133 of the
Companies Act, 2013 (Act) read with Rule 7 of Companies (Accounts) Rules, 2014, the pronouncements of
the Institute of Chartered Accountants of India, the relevant provisions of the Companies Act, 2013 and
Companies Act, 1956 to the extent applicable and guidelines issued by the Securities and Exchange Board
of India. The Accounting policies have been consistently applied except where a newly issued Accounting
Standard is initially adopted or a revision to an existing Accounting Standard or amendments to the provisions
of any statue which requires a change in the accounting policy hitherto in use.
b. USE OF ESTIMATES
The preparation of the financial statements requires management of the Company to make judgments,
estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses
and disclosures relating to the contingent liabilities and commitments. The management believes that the
estimates used in preparation of the financial statements are prudent and reasonable.
The judgments, estimates and underlying assumptions are made with the management's best knowledge
of the business environment and are reviewed on an on going basis. However, future results could differ
from these estimates. Any revision to accounting estimates is recognised prospectively in the current and
future periods.
d. INTANGIBLE ASSETS
Intangible assets are stated at cost of acquisition less accumulated amortization.
e. BORROWING COSTS
Borrowing Costs, that are directly attributable to the acquisition or construction of assets, that necessarily
take a substantial period of time to get ready for its intended use, are capitalised as part of the cost of
qualifying asset when it is possible that they will result in future economic benefits and the cost can be
measured reliably.
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Jocil Limited
g. INVESTMENTS
Non-current investments are stated at cost and income thereon is accounted for on accrual. Provision
towards decline in the value of long term investments is made only when such decline is other than
temporary.
Current investments are stated at lower of cost and fair value. The classification of investment is made based
on intention of the management and its period of holding.
h. INVENTORIES
i. Finished goods are valued at lower of cost or net realizable value.
ii. Cost of Work-in-progress and Finished goods includes appropriate portion of overheads etc., and excise
duty wherever applicable.
iii. Raw materials, Stores and spares are valued at cost using weighted average method.
iv. Work-in-Progress, Raw Materials, Stores, Spares, Material in Transit, are valued at cost except where the
net realizable value of the finished goods they are used in is less than the cost of finished goods and in
such an event, if the replacement cost of such materials etc., is less than their book values, they are
valued at replacement cost.
v. By-products and scrap are valued at net realizable value.
vi. Machinery spares which can be used only in connection with an item of fixed assets and whose use is
expected to be irregular are amortized over the estimated useful life of the principal assets.
i. REVENUE RECOGNITION
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company
and the revenue can be reliably measured.
i. Revenue from sale of products is recognised when the risks and rewards of ownership are transferred to
the buyer under the terms of the contract which usually coincide on the dispatch of goods to the
customer or when they are unconditionally appropriated under the terms of sale.
ii. Sales include excise duty and Service charges recovered and are stated net of trade discounts and sales
tax.
iii. Revenue realized on processing charges is recognized to the extent of completion of job as per the
agreements/arrangements with the concerned parties.
iv. Power purchased from other units is accounted at market price at which the power is purchased from
external party.
v. Interest on investments and deposits is booked on a time proportion basis taking into account the
amounts invested and the rate of interest.
vi. Dividend income is accounted for in the year in which the right to receive the payment is established.
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Jocil Limited
j. TAXES ON INCOME
Current tax is determined as per the provisions of Income Tax Act, 1961 in respect of taxable income for the
year.
Deferred tax liability is recognized, subject to the consideration of prudence on timing differences, being the
difference between taxable incomes and accounting income that originate in one period and are capable of
reversal in one or more subsequent periods.
Deferred tax assets arising on account of brought forward losses and unabsorbed depreciation as per
Income Tax laws are recognized only when there is virtual certainty supported by convincing evidence that
such assets will be realized. Deferred tax assets arising on other temporary differences are recognized only if
there is a reasonable certainty of realization.
k. SEGMENT REPORTING
The accounting policies adopted for segment reporting are in line with the accounting policies of the
Company with the following additional policies for segment reporting.
Inter segment revenue has been accounted for based on the market related prices.
Revenue and expenses have been identified to segments on the basis of their relationship to the operating
activities of the segment. Revenue and expenses which relate to the enterprise as a whole and are not
allocable to segments on a reasonable basis, have been included under Unallocated expenses.
l. RETIREMENT BENEFITS
The Company provides retirement benefits in the form of Provident Fund, Superannuation and Gratuity etc.,
Contribution to Provident Fund, a defined Contribution scheme, is made at the prescribed rates to the
Provident Fund Commissioner and is charged to the Statement of Profit and Loss. There is no other obligation
other than the contribution payable.
Gratuity, a defined Benefit scheme is covered by a Group Gratuity cum Life Assurance policy with LIC. Annual
contribution to the fund as determined by LIC is expensed in the year of contribution. The short fall between
the accumulated funds available with LIC and liability as determined on the basis of actuarial valuation is
provided for as at the year end. The actuarial valuation is done as per the Projected Unit Credit method.
Actuarial gains/losses are immediately taken to Statement of Profit and Loss .
The liability in respect of compensated absences due or expected to be availed within one year from the
balance sheet date is recognized on the basis of undiscounted value of estimated amount required to be
paid. Liability in respect of compensated absences becoming due or expected to be availed more than one
year after the balance sheet date is estimated on the basis of actuarial valuation using projected unit credit
method at the end of each year.
Contribution to Superannuation Fund, a defined contribution scheme, is made to the LIC as per arrangement
with them.
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Jocil Limited
o. IMPAIRMENT OF ASSETS:
An asset is treated as impaired when the carrying cost of the same exceeds its recoverable amount. An
impairment loss is charged to Statement of Profit and Loss in the year in which an asset is identified as
impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change
in the estimate of recoverable amount.
2. SHARE CAPITAL
As at 31-3-2016 As at 31-3-2015
Rs. Rs.
Authorised
1,00,00,000 Equity Shares of Rs. 10/- each 10,00,00,000 10,00,00,000
Issued, Subscribed and Paid up
88,81,150 Equity Shares of Rs 10/- each fully paid up 8,88,11,500 8,88,11,500
Add: Forfeited Shares (amount originally paid up) 4,750 4,750
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Jocil Limited
b. Details of shares held by share holders holding more than 5% of the aggregate shares in the Company.
As at 31-3-2016 As at 31-3-2015
Name of the Number of % out of total Number of % out of total
Shareholder Shares held number of shares Shares held number of shares
of the company of the company
The Andhra Sugars Ltd, Tanuku 48,86,500 55.02 48,86,500 55.02
(Holding Company)
Total 48,86,500 55.02 48,86,500 55.02
c. Out of total equity shares issued and subscribed, 48,86,500 shares are held by holding company,
The Andhra Sugars Ltd, Tanuku.
d. Reconciliation of Number of Shares outstanding at the beginning and at the end of reporting period.
As at 31-3-2016 As at 31-3-2015
Number of Amount Number of Amount
Shares Rs. Shares Rs.
e. Particulars regarding bonus issues and other details during the period of last five financial years:
Out of last five financial years, the company issued and alloted 44,40,575 equity shares of Rs.10/- each as
bonus shares in the ratio of 1:1during the financial year 2011-12 by way of capitalisation of General Reserves.
f. None of the shares were issued in pursuant to contract without payment being received in cash.
As at 31-3-2016 As at 31-3-2015
Rs. Rs.
a. Capital Reserve
State Government Subsidy
Figures as at the end of the current and previous reporting period 39,66,150 39,66,150
39,66,150 39,66,150
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Jocil Limited
c. General Reserve
Figures as at the end of the previous reporting period 120,00,00,000 110,00,00,000
Add : Transfer from P&L account 5,00,00,000 10,42,09,886
Less: Depreciation adjusted against reserves on 1st year of
applicability of Schedule-II of Companies Act, 2013 - 64,37,134
Add: Deferred tax on above - 22,27,248
As at 31-3-2016 As at 31-3-2015
Rs. Rs.
As per previous year Balance Sheet 9,44,98,174 10,09,99,145
Less: Credit for the year (1,01,81,330) (65,00,971)
Deferred tax liabilities (net) 8,43,16,844 9,44,98,174
Major components of deferred tax assets and liabilities as at the end of the year arising on timing differences:
As at 31-3-2016 As at 31-3-2015
Deferred Tax Deferred Tax Deferred Tax Deferred Tax
Assets Liabilities Assets Liabilities
Rs. Rs. Rs. Rs.
Depreciation / Amortization - 11,05,66,619 - 11,79,51,047
Employee benefits related and other provisions 2,60,76,735 - 2,30,14,922 -
Provision for doubtful trade receivables 1,73,040 - 4,37,951 -
Total 2,62,49,775 11,05,66,619 2,34,52,873 11,79,51,047
Deferred tax liabilities 8,43,16,844 9,44,98,174
(net of deferred tax assets)
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Jocil Limited
6. PROVISIONS
Long-term Short-term
As at As at As at As at
31-3-2016 31-3-2015 31-3-2016 31-3-2015
Rs. Rs. Rs. Rs.
Employee Retirement benefits
-Leave encashment (Unfunded) 1,04,31,710 70,03,925 31,38,170 25,19,671
-Group gratuity (Refer note no.12) - - - -
Others:
a) Income Tax (Net of Taxes) - - - 6,27,753
b) Proposed Dividend - - - 5,32,86,900
c) Dividend Tax - - - 1,08,47,961
Total 1,04,31,710 70,03,925 31,38,170 6,72,82,285
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Reconciliation of present value of defined benefit obligations and fair value of plan assets
Year ended March 31, 2016 Year ended March 31, 2015
Gratuity Leave Salary Gratuity Leave Salary
Rs. Rs. Rs. Rs.
Present value of defined benefit 8,03,70,848 1,35,69,880 7,16,97,071 95,23,596
obligations at end of the year
Fair value of plan assets at end of the year 10,27,52,161 - 9,52,21,820 -
Unfunded status at end of the year - 1,35,69,880 - 95,23,596
Fund balance/(Plan liability) 2,23,81,313 (1,35,69,880) 2,35,24,749 (95,23,596)
recognised in the Balance Sheet
Year ended March 31, 2016 Year ended March 31, 2015
Gratuity Leave Salary Gratuity Leave Salary
Rs. Rs. Rs. Rs.
Current service cost 52,07,538 25,26,848 49,97,524 9,85,764
Interest cost 57,35,765 6,29,752 52,59,400 6,24,626
Expected return (77,09,547) - (75,90,954) -
Net actuarial (Gain)/loss 15,80,280 41,76,934 (13,58,702) 26,47,122
Net expenses recognized in the 48,14,036 73,33,534 13,07,268 42,57,512
Statement of Profit and Loss
Obligations and fund balance of gratuity for the last 5 financial years
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In the absence of information regarding experience adjustments on plan assets and liabilities, disclosures has not
been made.
(In %)
Year ended March 31, 2016 Year ended March 31, 2015
Actuarial assumptions Gratuity Leave Salary Gratuity Leave Salary
% % % %
a. Discount rate 8 7.80 8 8
b. Salary escalation rate per unit 7-8 8-10 7-8 7-8
B. Unsecured
Fixed Deposits from
- Shareholders 4,90,44,455 3,90,51,261
- Directors 1,86,11,578 1,62,77,907
- Others 87,52,088 45,27,142
Total B 7,64,08,121 5,98,56,310
Total A+B 9,03,59,903 10,51,15,780
Note:
a. The working capital loans from Andhra Bank and SBI carries interest @10.75% and @10.20% respectively.
No amounts were overdrawn exceeding the limits sanctioned by the banks.
b. Fixed deposits accepted during the year carries interest @ 9.00%. The company made no defaults in
repayment of fixed deposits.
8. TRADE PAYABLES
As at 31-3-2016 As at 31-3-2015
Rs. Rs.
(Unsecured)
Dues to : Micro and Small Enterprises 17,67,352 -
Others 14,85,30,427 10,09,29,045
Total 15,02,97,779 10,09,29,045
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Disclosures required under the Micro, Small and Medium Enterprises Development Act, 2006.
Based on, and to the extent of information received from the suppliers with regard to their status under Micro, Small
and Medium Enterprises Development Act, 2006 (MSMED Act), on which the auditors have relied, the disclosure
requirements with regard to the payments made/due to Micro, Small and Medium Enterprises are given below:
2015-16 2014-15
Rs. Rs.
1. Amount remaining unpaid beyond the appointed/agreed date
at the end of the year
a. Principal Nil Nil
b. Interest due thereon Nil Nil
As at 31-3-2016 As at 31-3-2015
Rs. Rs.
Interest accrued but not due on borrowings 23,59,365 14,72,002
Unclaimed dividends * 70,38,478 22,62,900
Advances received against sales 93,55,423 3,15,39,848
Other payables :
- Employee related 2,16,21,104 1,52,08,003
- Statutory Liabilities 10,92,64,791 8,76,35,883
- Others 15,22,699 12,60,942
Total 15,11,61,860 13,93,79,578
* The unclaimed dividends represent those relating to the years 2008-09 to 2015-16 and no part thereof has remained unpaid
or unclaimed for a period of seven years or more from the date they became due for payment requiring transfer to the Investor
Education and Protection Fund.
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10. FIXED ASSETS
(in Rs.)
a) Tangible
Land 87,05,117 - - 87,05,117 - - - - 87,05,117 87,05,117
Factory Buildings 8,27,72,564 - - 8,27,72,564 5,17,87,168 30,24,744 - 5,48,11,912 2,79,60,652 3,09,85,396
Non-Factory Buildings 3,98,93,142 5,47,211 - 4,04,40,353 1,86,81,308 25,32,272 - 2,12,13,580 1,92,26,773 2,12,11,834
Plant and Machinery 148,93,73,721 3,84,31,674 4,95,786 152,73,09,609 89,40,64,833 7,10,39,353 2,92,720 96,48,11,466 56,24,98,143 59,53,08,888
Electrical Installations 6,71,05,814 - - 6,71,05,814 6,41,50,849 1,34,292 - 6,42,85,141 28,20,673 29,54,965
Wells & Water works 9,39,231 17,44,563 - 26,83,794 9,16,964 6,57,377 - 15,74,341 11,09,453 22,267
Laboratory Equipment 32,14,371 27,198 11,121 32,30,448 26,68,303 1,76,543 11,121 28,33,725 3,96,723 5,46,068
Furniture and Fixtures 1,31,04,141 6,28,648 76,808 1,36,55,981 1,09,53,228 10,09,565 76,123 1,18,86,670 17,69,311 21,50,913
Library 1,44,022 - - 1,44,022 1,44,022 - - 1,44,022 - -
Vehicles 2,15,99,801 17,62,370 1,48,452 2,32,13,719 1,93,21,418 8,68,925 1,40,905 2,00,49,438 31,64,281 22,78,383
Office equipment 1,00,26,581 18,23,354 1,81,230 1,16,68,705 71,64,718 7,87,299 1,75,958 77,76,059 38,92,646 28,61,863
Total 173,68,78,505 4,49,65,018 9,13,397 178,09,30,126 106,98,52,811 8,02,30,370 6,96,827 114,93,86,354 63,15,43,772 66,70,25,694
Previous Year 173,76,48,022 32,51,718 40,21,235 173,68,78,505 100,06,45,111 7,29,62,732 37,55,032 106,98,52,811 66,70,25,694 73,70,02,911
b) Intangible
Computer Software 10,79,740 1,92,011 12,71,751 6,15,537 1,89,453 8,04,990 4,66,761 4,64,203
Previous Year 6,74,486 4,05,254 - 10,79,740 4,64,486 1,51,051 6,15,537 4,64,203 2,10,000
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Jocil Limited
11. INVESTMENTS
As at 31-3-2016 As at 31-3-2015
Rs. Rs.
A. Non-Current
a. i. Traded - Quoted
Investments in Equity Instruments :
13652 Equity Shares of Rs.10 each fully paid-up in
Andhra Bank Limited 3,16,680 3,16,680
Total a 3,16,680 3,16,680
b. i. Others - Quoted
Investments in Equity Instruments :
i. 10,07,981 Equity Shares of Rs.10 each fully paid up in
The Andhra Petrochemicals Limited 1,22,92,694 1,22,92,694
ii. 200 Equity Shares of Rs.10 each fully paid-up in
The Industrial Finance Corporation of India 4,500 4,500
iii. 11,360 Equity Shares of Rs.10 each fully paid up in
Industrial Development Bank of India 9,23,000
Less:- Provision for diminution in value 1,34,616 7,88,384 9,23,000
Total b (i) 1,30,85,578 1,32,20,194
ii. Others - Unquoted
Investments in Government (or) Trust Securities :
i. National Savings Certificates 19,000 19,000
B. CURRENT
Quoted and Non-trade
Investments in Mutual Funds
HDFC-Liquid Fund - Dividend - Daily Reinvest 5,11,144 5,23,990
(501.210 Units @1019.82/- each)
(Market value Rs. 5,11,144)
Total 5,11,144 5,23,990
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Jocil Limited
Comparison between consumption of imported and indigenous raw materials during the year
2015-16 2014-15
Value % Value %
Rs. Rs.
2015-16 2014-15
Rs. Rs.
A. Opening stock
Finished goods 20,11,68,341 16,74,82,472
Work-in-progress 16,67,13,583 18,85,47,085
Stock-in-trade
36,78,81,924 35,60,29,557
B. Closing stock
Finished goods 16,65,59,181 20,11,68,341
Work-in-progress 17,21,86,793 16,67,13,583
Stock-in-trade
33,87,45,974 36,78,81,924
(Decrease)/Increase in stocks B-A (2,91,35,950) 1,18,52,367
Add/(Less): Variation in excise duty on stocks 29,96,529 (30,59,795)
Total (2,61,39,421) 87,92,572
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Jocil Limited
Closing stocks:
Fatty Acids 1,694 8,42,41,115 1,630 9,91,53,100
Soap Products 1,368 7,15,28,434 1,583 8,87,58,203
Glycerine 32 13,19,445 41 15,61,751
Industrial Oxygen (cu.mtrs) 1206 11,264 2,888 26,974
Others 94,58,923 1,16,68,313
16,65,59,181 20,11,68,341
2015-16 2014-15
Rs. Rs.
Opening WIP:
Fatty Acids 8,81,82,715 9,34,47,541
Soap Products 1,91,91,961 1,67,89,110
Glycerine 2,98,12,097 3,02,05,582
Oils 2,95,06,310 4,77,08,206
Others 20,500 3,96,646
16,67,13,583 18,85,47,085
Closing WIP:
Fatty Acids 7,57,23,011 8,81,82,715
Soap Products 3,55,46,915 1,91,91,961
Glycerine 27,60,567 2,98,12,097
Oils 5,81,54,772 2,95,06,310
Others 1,528 20,500
Total 17,21,86,793 16,67,13,583
2015-16 2014-15
Rs. Rs.
Salaries, Wages and Bonus 21,44,71,720 16,78,94,886
Contribution to PF, Gratuity, ESI and other funds 3,17,62,812 2,54,43,061
Workmen and Staff Welfare Expenses 52,30,655 54,33,247
Total 25,14,65,187 19,87,71,194
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Jocil Limited
2015-16 2014-15
Rs. Rs.
Interest paid to banks and others 1,12,63,015 94,55,533
Other borrowing costs 6,30,000 11,01,445
Total 1,18,93,015 1,05,56,978
2015-16 2014-15
Rs. Rs.
Depreciation 8,02,30,370 6,65,25,597
Amortisation 1,89,453 1,51,051
Total 8,04,19,823 6,66,76,648
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26. Value of imports made by the Company during the Financial Year calculated on CIF basis.
2015-16 2014-15
Rs. Rs.
Raw Materials 42,06,31,100 28,28,92,028
Stores and Spares 2,15,71,727 24,67,107
Total 44,22,02,827 28,53,59,135
b. Company has not incurred expenditure in foreign currency on Consultancy Services and Travelling during
the year and in the previous year.
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27. Comparison between consumption of imported and indigenous spares and components during the year
charged to appropriate heads of account.
2015-16 2014-15
Value % Value %
Rs. Rs.
Imported 20,16,740 0.37 6,40,177 0.15
Indigenous 53,71,42,452 99.63 43,13,57,419 99.85
53,91,59,192 100.00 43,19,97,596 100.00
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Note :
a. The Company has considered business segment as the primary segment for disclosure. The products
included in each of the reported domestic business segments are
- Chemicals Fatty acids
- Soap Toilet soap and Soap products
- Power Power generated by Biomass Power Plant and Wind Energy Generator (WEG)
b. Segment revenue relating to each of the above domestic business segments includes income from
processing on behalf of others wherever applicable.
c. The above business segments have been identified considering :
- the nature of products and services
- the differing risks and returns
- the organization structure and
- the internal financing reporting systems
d. The Company predominantly operates in Indian market and has no production facilities or any significant
sales outside India. Hence there are no separate reportable geographical segments.
e. Inter segment transfers are priced at market related rates.
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As at 31-3-2016 As at 31-3-2015
Rs. Rs.
29. Contingent Liabilities not provided for
30. Foreign exchange earnings on exports during the year calculated on FOB basis Rs.67,16,85,571 (Previous
year Rs.61,12,019).
b. Related party transactions : (Current year figures in bold font) (in Rs.)
Particulars Holding Fellow Key Managerial Relatives of
Company Subsidiaries Personnel Key Managerial
Personnel
Purchase of goods 3,84,81,214
(2,03,10,655)
Sale of goods 22,09,240
(13,90,348)
Receiving of services
82
Jocil Limited
83
Jocil Limited
32. a. Balances in personal accounts of various parties are subject to confirmation by and reconciliation with the
said parties.
b. In the opinion of the management, Current Assets, Loans and advances have a value on realization in the
ordinary course of business equal to the values at which they are stated.
33. Previous year's figures have been regrouped wherever necessary to confirm to the current year classification.
34. Paise have been rounded off.
As per our report of even date : For and on behalf of the Board
For BRAHMAYYA & Co.,
Chartered Accountants P. NARENDRANATH CHOWDARY Chairman
Firm Regn. No. 000513S
K. RAJAJ, Partner
ICAI Memb. No. 202309 J. MURALI MOHAN Managing Director
Hyderabad
28th May, 2016 P. KESAVULU REDDY President & Secretary
84
Jocil Limited
..
(A Subsidiary of The Andhra Sugars Limited)
. .
Box 216, Arundelpet P.O., GUNTUR-522 002, AP. Factory & Regd. Office : DOKIPARRU, GUNTUR-522 438, AP.
CIN : L28990AP1978PLC002260 Ph : +91 863 2290190 Fax : +91 863 2290090 Email : jocil@jocil.net Web : www.jocil.in .
Form No. MGT-11
PROXY FORM
(Pursuant to section 105(6) of Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014))
E-mail Id : ..............................................................................................................................
I/We, being the member(s) of ............................ shares of Jocil Limited, hereby appoint
Address : ..................................................................
Address : ..................................................................
Address : ..................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Thirty Eighth Annual
General Meeting of the Company to be held on Saturday, 3rd September, 2016 at 3.30 p.m. at the Registered
Office, Jocil Limited, Dokiparru 522 438, Medikondur Mandal, Guntur Dist., A.P. and at any adjournment
thereof in respect of such resolutions as are indicated below :
1. Adoption of Audited Statement of Profit and Loss, Balance Sheet, Report of Board of Directors and
Auditors for the year ended 31st March, 2016.
2. Confirmation interim dividend paid as final dividend for the year 2015-16.
P. T.O.
3. Re-appointment of Shri Mullapudi Thimmaraja (DIN : 00016711) who retires by rotation.
4. Re-appointment of Shri K. Srinivasa Rao (DIN : 00381090) who retires by rotation.
5. Ratification of appointment of auditors and fixing their remuneration.
7. Approval of acceptance of Fixed Deposits from the members and the public.
Affix
Revenue
Stamp
Signed this ............................................ day of ................................ 2016.
x x
Notes : This Form of Proxy in order to be effective should be duly completed and deposited at the
Registered Office of the Company at Dokiparru 522438, Medikondur Mandal, Guntur Dist, A.P.,
not less than 48 hours before the commencement of the Meeting.
Form No. SH-13
Nomination Form
[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies
(Share Capital and Debentures) Rules 2014]
To
Jocil Limited
Dokiparru, Medikondur Mandal, Guntur - 522 438.
2. PARTICULARS OF NOMINEE/S -
a. Name :
b. Date of Birth :
c. Father's/Mother's/Spouse's name :
d. Occupation :
e. Nationality :
f. Address :
g. E-mail id :
h. Relationship with the security holder:
3. IN CASE NOMINEE IS A MINOR-
a. Date of birth :
b. Date of attaining majority :
c. Name of guardian :
d. Address of guardian :
4. PARTICULARS OF THE NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING
AGE OF MAJORITY
a. Name :
b. Date of Birth :
c. Father's/Mother's/Spouse's name :
d. Occupation :
e. Nationality :
f. Address :
g. E-mail id :
h. Relationship with the security holder :
i.e.,Relationship with the minor nominee
Signature :
Name and address of the Security Holder (s) :
1. The Nomination can be made only by individuals applying/holding shares/debentures on their own
behalf singly or jointly. Non-individuals including society, trust, body corporate, partnership firm, Karta of
Hindu Undivided Family, holder of power of attorney cannot nominate. If the shares are held jointly, all
joint holders will sign the nomination form. If there are more joint holders, more sheets can be added for
signatures of holders of shares/debentures and witness.
2. A minor can be nominated by a holder of shares/debentures/deposits and in that event the name and
address of the Guardian shall be given by the holder.
3. The nominee shall not be a trust, society, body corporate, partnership firm, Karta of Hindu Undivided
Family or a power of attorney holder. A non-resident Indian can be a nominee on repatriable basis.
4. Nomination stands rescinded upon transfer of share/debenture or repayment/renewal of deposits
made.
5. Transfer of share/debenture in favour of a nominee and repayment of amount of deposit to nominee
shall be valid discharge by a company against the legal heir.
6. The intimation regarding Nomination/Nomination Form shall be filed in duplicate with Company/Registrar
and Share Transfer Agents of the Company who will return one copy thereof to the share or debenture
or deposit holder.
1. Please note that only one person can be nominated for a given folio covering the entire shareholding in
such folio.
2. In case of joint holding, all the holders should sign the nomination form.
3. The nomination once made in respect of a given folio would automatically extend to the shares further
acquired in the same folio. Similarly, if all the shares in a folio are transferred from such folio, nomination
so made in respect of such folio will automatically stand cancelled.
4. Nomination once made can be revoked/changed by submitting fresh nomination form upon receipt of
which the earlier nomination will stand cancelled.
5. In case of nominations made by joint holders, upon demise of one of the joint holders, the remaining
joint holder(s) will continue to be member(s) of the Company. In such case, the surviving shareholder(s),
if he so desires, may make a fresh nomination in the prescribed form by revoking the old nomination.
6. A valid nomination, once made, will override a Will or other testamentary documents executed by the
deceased shareholder and the Company will not entertain any claim from any person other than the
registered nominee.
7. Nomination forms received by the Company will be scrutinised and the nomination will be registered if
the form is found complete in all respects. For all valid nominations received, the Company will allot a
registration number and communicate the same to the concerned shareholder who should quote such
number in all future correspondence.
Form No. SH-14
Signature :
Name and address of the Security Holder (s) :