The Members of JSL INDUSTRIES LIMITED
Your Directors are pleased to present the 51st ANNUAL REPORT alongwith the audited financial statements of your Company for the financial year ended March31 2017.
1. FINANCIAL RESULTS
| || ||(Rs. In Lakhs) |
|Particulars ||2016-17 ||2015-16 |
|Revenue from Operations (Net) and other income ||4534.15 ||4794.87 |
|Profit Before Interest depreciation and Tax ||302.27 ||334.09 |
|Less : Interest and Bank Charges ||80.29 ||100.61 |
|Profit Before depreciation and Tax ||221.97 ||233.48 |
|Less : Depreciation ||160.84 ||159.81 |
|Profit Before Tax ||61.13 ||73.67 |
|Provision for Taxation : || || |
|Current Tax ||28.10 ||28.50 |
|Deferred Tax ||(8.28) ||(4.70) |
|Income Tax Earlier Year || || |
|Profit After Tax (PAT) ||41.31 ||49.87 |
|Balance brought forward from previous year ||69.88 ||325.43 |
|Profit available for Appropriations ||111.19 ||375.30 |
|Appropriation: || || |
|Less : Transferred to General Reserve ||0 ||300.00 |
|Less : Proposed Dividend on Preference Shares ||9.00 ||4.50 |
|Less: Dividend Distribution Tax ||1.83 ||0.92 |
|Balance carried to Balance Sheet ||100.36 ||69.88 |
a) Equity Shares:
In view of requirement of financial resources and considering the future requirementsof funds your Directors do not recommend any dividend on equity shares of the Company.
b) Non-Convertible Non-Cumulative Redeemable Preference Shares:
The Non-Convertible Non-Cumulative Redeemable Preference Shares are entitled to adividend at the rate @ 6% per share. Accordingly your directors recommended a dividend @6% per share as per the terms of the issue on 150000 - Non Convertible Non CumulativeRedeemable Preference Shares of ` 100/- each for the financial year ended on March 312017 for approval of the Members. Dividend @ 6% per share involving cash out flow of `1083218/- together with Dividend Distribution Tax of ` 183218/-.
3. REVIEW OF PERFORMANCE OPERATIONS
The general growth in the power sector was not so encouraging and due to this yourcompany's growth in the year under consideration was negative (5.6% less than previousyear).
However due to various steps taken from time to time your company has made smallprofit. The saving in electrical energy from green power generation (2 Nos Wind Mills putup by the Company for captive power consumption) has been 38.05% of the total powerrequirement for the year 2016-17
Instrument Transformer Division
During the year under review the performance of Transformer Division has been good. Weare pleased to inform you that based on the successful trial of 245 KV class CT at one ofthe GETCO's Substations your company has received it's first order for 42 nos 245 kV CTduring year out of which 22 nos have be en executed and balance will be executed in thecurrent year.
Your company will now regularly participate in the tender for 245 kV CurrentTransformer.
Switch Gear Division
During the year under review the Switch Gear Division has achieved a Net Sales of `14.98 Crores. The performance of the Division was not good as compared to the previousyear. However your Company expects to improve the performance of the Division in thecurrent year.
LT Switchboard business for the year under review has been on lower end due to no newtender in the year under considerations. For the year under review L.T. SwitchboardDivision has achieved Net Sales of ` 2.16 Crores
Motor and Pumps Division
Motor and Pump Division has achieved a Net Sales of ` 9.55 Crores in the year underreview which is 7.55 % more than previous year.
As you are aware your company has started manufacturing complete range of LT motors upto and including 355 frame and as a result of which your company has started achievinggrowth in the division successively in the second year.
The Company has not accepted any deposits to which provisions of Section 73 of theCompanies Act 2013 (the Act) and The Companies (Acceptance of Deposits) Rules 2014 areapplicable.
5. SHARE CAPITAL
The issued subscribed and paid up Share Capital of the Company as on March 31 2017was` 26163680.
6. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
8. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report.
The Practicing Company Secretary in their report for the financial year ended March 312017 have expressed their observation. Your directors would like to furnish theirexplanation to the said observation as under: With regard to the observation received fromsecretarial auditor All those promoters who have not dematerialized their shares haveinitiated the process of getting their shares in demats form.
9. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is an equal opportunity employer and consciously strive to build workcultures that promote dignity of all employees. As required under the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules made thereunder the Company has implemented a policy on prevention prohibition andredressal of sexual harassment at the workplace. Internal Complaint Committee (ICC) hasbeen set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy.
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions under Section 134(3)(C) of the Companies Act 2013 with respectto Director's Responsibility Statement the Board of Directors hereby confirm that:
1. in the preparation of annual accounts for the year ended March 31 2017 theapplicable accounting standards have been followed and given proper explanation relatingto material departures if any;
2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates which are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;
3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. the Directors have prepared the annual accounts on a going concern basis;
5. the Directors have laid down internal financial controls which are adequate and areoperating effectively; and
6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO.
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated in Section 134(3) (m) of the Act and the rules framedthereunder is enclosed herewith as Annexure A' which forms part of thisreport.
12. EXTRACT OF ANNUAL RETURN
As required by Section 92(3) of the Act and Rules framed thereunder the extract ofthe Annual Return in Form MGT 9 is enclosed herewith as Annexure B'which forms part of this report.
During the year five Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report.
The Audit Committee comprises three Members of which two including Chairman of theCommittee are Independent Directors. During the year five Audit Committee Meetingsconvened and held. Details of the Committee are given in the Corporate Governance Report.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions that entered into during the financial year were onarm's length basis and were in the ordinary course of business. All transactions withrelated parties are placed before the Audit Committee as also the Board for their approvalon a quarterly basis. There were no significant material related party transactions madeby the Company with the Promoters Directors and Key Managerial Personnel etc. which mayhave potential conflict with the interest of the Company at large.
The policy on related party transactions of the Company as approved by the Board isavailable on the Company's website www.jslmogar.com. The particulars of Contract orarrangement with related parties given in FORM AOC-2 are given in AnnexureC' forms part of this report.
16. RISK MANAGEMENT
The Company has developed and implemented Risk Management Policy of the Company toidentify evaluate business risks and opportunities. This framework seeks to createtransparency minimize adverse impact on the business objectives and enhance the Company'scompetitive advantage.
The Company has in place a mechanism to inform Board Members about the risk assessmentand minimization procedures and periodical review to ensure that executive managementcontrols risks by means of a properly defined frame work.
17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place well defined and adequate Internal Control Systemcommensurate with the size scale and complexity and nature of its operations. These havebeen designed to provide reasonable assurance with regard to recording and providingreliable financial and operational information complying with applicable statuessafeguarding of assets from unauthorised use executing transactions with properauthorisation and ensuring compliance of corporate policies.
The Company has an audit committee. The audit committee reviews audit reports submittedby the internal auditors. Based on the report of internal audit function committeeundertake corrective action in their respective areas and thereby strengthen the controls.Suggestions for improvement are considered and the audit committee follows up oncorrective action. Company uses SAP system to record data for accounting consolidationand management information purposes.
18. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Dr. K. K. Thakkar retires by rotation and being eligibleoffers his candidature for reappointment as a director.
The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation.
In accordance with Section 149(7) of the Act each Independent Directors has given awritten declaration to the Company confirming that he meets the criteria of independencesas mentioned under Section 149(6) of the Act and SEBI Regulations.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder.
1. Mr. K. J. Gupta Chief Executive Officer
2. Mr. Amul Parikh Chief Financial Officer
3. Mr. Ishwar Nayi Company Secretary and Compliance Officer*
*Mr. Bharat Patel resigned from the post of Company Secretary and Compliance Officerw.e.f. 18th March 2017 and Mr. Ishwar Nayi appointed as Company Secretary andCompliance Officer w.e.f. 22nd March 2017.
19. BOARD EFFECTIVENESS
Familiarization Programme for the Independent Directors
In Compliance with the requirements of SEBI Regulations 2015 the Company has put inplace a familiarization programme for the Independent Directors to familiarize them withtheir role rights and responsibilities as Directors the working of the Company natureof the industry in which the Company operates business model etc. The details of thefamiliarization programme are explained in Corporate Governance Report.
Pursuant to the provisions of the Act and the SEBI Regulations the Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of its Audit Nomination & RemunerationCommittees. The criteria applied in the evaluation process are explained in CorporateGovernance Report.
Criteria for selection of candidates for appointment as Directors Key ManagerialPersonnel and Senior Positions and Remuneration Policy
Company has laid down criteria for the selection of candidates for appointment asDirectors Key Managerial Personnel and Senior Positions and policy for remuneration ofDirectors Key Managerial Personnel and Senior Management. The relevant information hasbeen given in Annexure D' which forms part of the Board's Report.
M/s. V. H. Gandhi & Co. Chartered Accountants (Firm Registration No. 103047W) beappointed as statutory auditors of the Company in place of retiring auditors M/s. AminParikh & Co Chartered Accountants (Firm Registration No. 100332W) M/s. Amin Parikh& Co Chartered Accountants (Firm Registration No. 100332W) were appointed as auditorsat Company. Currently they are holding office of the auditors up to the conclusion of the51st Annual General Meeting.
As per second proviso to Section 139(2) of the Companies Act 2013 (the Act) atransition period of three years from the commencement of the Act provided to appoint anew auditor has been Expired.
Accordingly as per the said requirements of the Act M/s. V. H. Gandhi & Co.Chartered Accountants (Firm Registration No. 103047W) are proposed to be appointed asauditors for a period of 5 years commencing from the conclusion of 51st AnnualGeneral Meeting till the conclusion of the 56th Annual General Meeting subjectto ratification by shareholders every year as may be applicable in place of M/s. AminParikh & Co Chartered Accountants.
M/s. V. H. Gandhi & Co. Chartered Accountants have consented to the saidappointment and confirmed that their appointment if made would be within the limitsspecified under Section 141(3)(g) of the Act. They have further confirmed that they arenot disqualified to be appointed as statutory auditor in terms of the provisions of theproviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and the provisionsof the Companies (Audit and Auditors) Rules 2014.
The Audit Committee and the Board of Directors recommend the appointment of M/s. V. H.Gandhi & Co. Chartered Accountants as statutory auditors of the Company from theconclusion of the 51st Annual General Meeting till the conclusion of 56thAnnual General Meeting to the shareholders.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesframed thereunder the Company has appointed M/s. J. J. Gandhi & Co. PracticingCompany Secretaries Vadodara to carry out Secretarial Audit of the Company. The Reportof the Secretarial Auditor is enclosed herewith as Annexure E' which formspart of this Board's Report.
21. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there is no employee drawing remuneration in excess of the limits set out inthe said Rules and other details as required under Section 197(12) of the Act read withRule 5(1) 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given in Annexure F' forming part of this Board'sreport.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism Policy to report concern about unethical behaviouractual/ suspected frauds and violation of Company's code of conduct/ Business Ethics. Nopersonnel have been denied access to the Chairman of the Audit Committee for makingcomplaint on any Integrity issue. The details of the Policy posted on the website of theCompany www.jslmogar.com.
23. CORPORATE GOVERNANCE REPORT
A separate section on corporate governance practices followed by the Company togetherwith a certificate of Company's Auditors confirming compliance forms a part of thisAnnual Report as per SEBI Regulations.
Your Directors wish to place on record their appreciation for the continuous supportand co-operation extended by all stakeholders of the Company viz. Suppliers CustomersBankers dealer vendors and business partners for the support received from them duringthe year. The Directors place on record their sincere appreciation to all employees of theCompany for their unstinted commitment and continued contribution to the Company.
|Place : Mogar ||On behalf of the Board of Directors |
|Date : May 25 2017 ||For JSL Industries Limited |
|Registered Office || |
|Mogar 388 340 ||Rahul N. Amin |
|Dist. Anand Gujarat. ||Chairman |
|CIN NO: L31100GJ1966PLC001397 ||(DIN: 00167987) |