Your Directors have immense pleasure in presenting their 29th Annual Report along withthe Audited Results of the Company for the year ended 31st March 2016.
OPERATING AND FINANCIAL REVIEW
| || || || ||(Rs. in Lakhs) |
|PARTICULARS ||Standalone ||Consolidated |
| ||Year ended 31.03.2016 ||Year ended 31.03.2015 ||Year ended 31.03.2016 ||Year ended 31.03.2015 |
|Gross Turnover ||37191.47 ||46148.58 ||150336.64 ||- |
|Earnings before Interest Tax & Depreciation and Amortization (EBITDA) ||5423.89 ||5599.58 ||14746.19 ||- |
|Finance Cost ||1922.89 ||1913.76 ||5912.36 ||- |
|Depreciation ||2758.23 ||2505.20 ||11874.26 ||- |
|Tax Expenses ||257.12 ||233.07 ||1180.25 ||- |
|Net Profit After Tax ||485.65 ||947.55 ||(4220.67) ||- |
As the Company has not made any profit during the financial year 2015-16 the Board hasnot recommended any dividend for the year ended 31st March 2016.
Revenue from operations for the financial year 2015-16 at Rs. 37191.47 lakhs was lowerby 19.41% over last year (Rs. 46148.58 lakhs in 2014-15). Profit before tax (PBT) for theyear is Rs. 742.77 lakhs from Rs. 1180.62 lakhs in 2014-15. Profit after tax (PAT) for theyear is Rs.485.65 lakhs recording a decline of 48.75% over the PAT of Rs. 947.55 lakhs in2014-15.
Reserves and surplus of the Company has increased from Rs. 11052.33 lakhs in the year2014-15 to Rs. 11537.97 lakhs in the financial year 2015-16. The Company has a Net worthof Rs.16576.29 as on 31st March 2016 in comparison to Rs. 16090.65 as on 31st March2015.
CHANGES IN SHARE CAPITAL
During the Financial Year 2014-15 the share capital of the Company has been increasedfrom 15 Crores to 52.50 Crores. There has been Bonus Issue on 31st July 2015whereby the Issued Subscribed and paid-up Share capital has increased from 14.39 croresto 50.38 crores pursuant to allotment of 35988010 equity shares of Rs 10/- each in theratio of 5:2 as fully paid up bonus shares to the Equity Shareholders of the Company.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any Equity Shares with Differential Rights.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any Sweat Equity Shares.
STOCK EXCHANGE REQUIREMENTS
The Equity shares of the Company are being traded at Bombay Stock ExchangePhiroze Jeejebhoy Towers Dalal Street Mumbai and at National Stock Exchange of IndiaLimited Exchange Plaza Bandra Kurla Complex Bandra (E) Mumbai.
In order to comply with BASEL - II Guidelines your Company has got the rating done byM/s ICRA LIMITED.
|CREDIT RATING AGENCY ||LONG TERM/ MEDIUM TERM BANK FACILITIES ||SHORT TERM BANK FACILITIES |
|ICRA ||[ICRA] BB+ ||[ICRA]A4+ |
As in the previous year your Company has not accepted any Deposits within the meaningof Section 73 of the Companies Act 2013 from the Shareholders/Public during the yearunder review.
ENVIRONMENT PROTECTION AND POLLUTION CONTROL
Company is compliant with all the rules and regulations of the Jharkhand StatePollution Control Board and regularly monitors and keeps the effluents emissions andwaste disposals from the works well within the stipulated parameters as per theEnvironment Conservation & Pollution Control Laws.
The Company is of ISO 14001/2004 and OHSAS 18001/2007 certified and maintains itscommitment towards according priority to Environment Occupational Health and Safety aspart of its work culture.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
At the last annual general meeting held on September 28 2015 Mr. Aditya Malhotra wasappointed as director liable to retire by rotation pursuant to Section 152 of theCompanies Act 2013.
Mr. Aditya Malhotra retires by rotation and being eligible offers himself forre-appointment at the ensuing annual general meeting.
Mr. Sanjay Tiku also retires by rotation and being eligible offers himself forre-appointment at the ensuing annual general meeting.
Pursuant to the provisions of Section 149 of the Act which came into effect from April1 2014 Mr. Sanjay Chhabra and Mr. Ashok Mittal were appointed as independent directorsfor five years at the 27th AGM of the Company held on September 27 2014. Theterms and conditions of appointment of independent directors are as per Schedule IV of theAct. They have submitted a declaration that each of them meets the criteria ofindependence as provided in Section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as independent director during the year.
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
Mrs. Bhama Krishnamurthy was appointed as Non-Executive Independent Director at the28th AGM of the Company held on September 28 2015 for a term of five years. She resignedfrom the directorship of the Company on January 14 2016. Consequently to fill the casualvacancy created by her resignation the Board of Directors appointed Mrs. Ankita Wadhawanas Non-Executive Independent Additional Director with effect from February 24 2016 whoseterm of office expires at the ensuing Annual General Meeting of the Company.
As per the provisions of Section 149 of the Act an independent director shall holdoffice for a term up to five consecutive years on the Board of a company and is not liableto retire by rotation. Mrs. Wadhawan has given a declaration to the Board that she meetsthe criteria of independence as provided under Section 149 (6) of the Act.
In compliance with the provisions of Section 149 read with Schedule IV of the Act andwith approval of the Nomination & Remuneration Committee which commends herappointment as an Independent Director for a period of five years is being placed beforethe Members in general meeting for their approval
NUMBER OF BOARD MEETINGS
Six meetings of the board were held during the year 2015-16. For details of themeetings of the board please refer to the corporate governance report which forms partof this report.
PERFORMANCE EVALUATION OF BOARD
The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI Listing Regulations.
The performance of the Independent Directors was evaluated by the Board after seekinginputs from all the directors on the effectiveness and contribution of the IndependentDirectors.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorshereby confirm:
1. That in the preparation of Annual Accounts the applicable Accounting Standards havebeen followed and there has been no material departure.
2. That the selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2016 and of the profits forthe year ended on that date.
3. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2003 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
4. That the annual accounts have been prepared on a going concern basis.
5. That internal financial controls have been laid down to be followed by the Companyand such internal financial controls are adequate and operating effectively.
6. That proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Companys internal financial controls were adequate and effective during thefinancial year 2015-16.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which forms part of the Boards Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis Report which forms part of this report.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. A C Gupta & Associates Chartered Accountants were appointed as statutoryauditors of the Company from the conclusion of the twenty-seventh annual general meeting(AGM) of the Company held on September 27 2014 till the conclusion of the thirty-firstAGM to be held in the year 2018 subject to ratification of their appointment at everyAGM.
MATERIAL CHANGES & COMMITMENTS
Except as disclosed elsewhere in the Report there have been no material changes andcommitments which can affect the financial position of the Company between the end of thefinancial year and the date of report.
As required under Section 134(3) of the Companies Act 2013 the Board of Directorsinforms the shareholders that during the period under review no changes have occurred inthe nature of the Companys business or in the nature of the business carried on bythem and generally in the classes of business in which the Company has an interest.
The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
ENVIRONMENT HEALTH AND SAFETY
Company has made significant contribution towards conservation of energy. Innovationand technological up gradation of processes and methods have made significant impact inthe overall consumption of natural resources energy fuel etc.
Companys management is consistently involved in promoting eco-friendly measureslike planting of trees in and around the Work units creating new gardens Rain WaterHarvesting usage of transparent sheets for natural sunlight inside the plant use ofturbo ventilators for ventilation purpose and for minimizing the carbon footprints use ofpropane gas in the heat treatment plants for reducing the carbon emissions minimizingeffluents through better monitoring and corrective measures reduction of quantum of inputmaterial whether it is steel or usage of inert gases for welding through ValueAnalysis/Value Engineering activities.
All Statutory safety norms are diligently followed by the Company. Safety is accordedprime importance in the organization. Each Plant has Safety Committee to oversee thesafety of the workforce through ensuring safe working conditions and well informed andduly trained workers. Safety audits and evacuation drills are conducted regularly and allstaff members are encouraged to take part in the same and training for the awareness ofthe employees are conducted at regular intervals.
Company has a personal Accident Insurance Policy (group) for ensuring welfare andsecurity to the employees and their families.
The Company is committed to maintain high standards of Corporate Governance and adhereto the Corporate Governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under SEBI Listing Regulations is attached to this Report.
ANNUAL RETURN EXTRACT
As provided under Section 92(3) of the Act the extract of annual return is given as Annexure-Iin the prescribed Form MGT-9 which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-II of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. The policy is available on thewebsite of the Company.
EMPLOYEE STOCK OPTIONS
Pursuant to the provisions of the Securities and Exchange Board of India (EmployeesStock Option Scheme and Employees Stock Purchase Scheme) Guidelines 1999 as amended fromtime to time the details of stock options as on March 31 2016 under the "JMT ESOPPlan- 2012" are set out as Annexure-III to this Directors Report.
SUBSIDIARY AND ASSOCIATES
During the year the Board of Directors (the Board) reviewed the affairs ofthe subsidiary company. In accordance with Section 129(3) of the Companies Act 2013 wehave prepared consolidated financial statements of the Company which forms part of thisAnnual Report. Further a statement containing the salient features of the financialstatement of the subsidiary and joint venture company in the prescribed Form AOC-1is annexed herewith as Annexure-IV and forms part of the Annual Report which coversthe financial position of subsidiary and associate company and hence not repeated here forthe sake of brevity.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our websitewww.jmtauto.com. These documents will also be available for inspection during businesshours at our registered office in New Delhi.
RELATED PARTY TRANSACTIONS
None of the transactions with related parties falls under the scope of section 188(1)of the Act. All RPTs entered during the financial year by the Company are in ordinarycourse of business and on an arms length basis. No material RPTs were entered duringthe financial year. Accordingly the disclosure required u/s 134(3)(h) of the Act in FormAOC-2 is not applicable to your Company.
PARTICULARS OF EMPLOYEES AND REMUNERATION
(a) The ratio of remuneration of each director to the median of employeesremuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthe Boards report as Annexure - V.
(b) The statement containing particulars of employees as required under section 197(12)of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable as there are no employees falling inthe category.
SECRETARIAL AUDIT REPORT
The auditors report and secretarial auditors report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as Annexure-VI which forms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The relevant data regarding the above is given in the Annexure-VII hereto andforms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed review of operations performance and future outlook of the Company is givenseparately under the head "Management Discussion and Analysis Report" and formsa part of the Annual Report.
As per SEBI (LODR) Regulations 2015 Corporate Governance report with Auditorscertificate thereon and management discussion and analysis and business responsibilityreport are attached which form part of this report.
Details of the Familiarization Programme of the independent directors is available onthe website of the Company (URL: www.jmtauto.com/investors).
Policy on dealing with related party transactions is available on the website of theCompany (URL: www.jmtauto.com/ investors).
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand SEBI (LODR) Regulations 2015 (URL: www.jmtauto.com/investors).
The Board of Directors place on record their gratitude for the co-operation patronageand support received from Financial Institutions Bankers Government Bodies and employeesat all levels. Your directors also wish to acknowledge the contribution made by theemployees at all levels and above all the trust and confidence reposed by theshareholders.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Place : New Delhi ||Sanjay Tiku |
|Date : 4th August 2016 ||CEO & Whole Time Director |
| ||DIN - 00300566 |