TO THE MEMBERS OF JSL INDUSTRIES LIMITED
Your Directors take pleasure in presenting the 50th ANNUAL REPORT togetherwith the audited financial statements for the year ended March 31 2016.
1. FINANCIAL RESULTS
|Particulars ||2015-16 ||2014-15 |
|Revenue from Operations (Net) and other income ||4750.71 ||5578.43 |
|Profit Before Interest depreciation and Tax ||334.09 ||518.99 |
|Less : Interest and Bank Charges ||100.61 ||134.92 |
|Profit Before depreciation and Tax ||233.48 ||384.07 |
|Less : Depreciation ||159.81 ||174.25 |
|Profit Before Tax ||73.67 ||209.83 |
|Provision for Taxation : || || |
|Current Tax ||28.50 ||66.50 |
|Deferred Tax ||(4.70) ||(16.07) |
|Income Tax Earlier Year ||- ||- |
|Profit After Tax (PAT) ||49.87 ||159.40 |
|Balance brought forward from previous year ||325.43 ||166.03 |
|Profit available for Appropriations ||375.30 ||325.43 |
|Appropriation: || || |
|Less : Transferred to General Reserve ||300.00 ||- |
|Less : Proposed Dividend on Preference Shares ||4.50 ||- |
|Less: Dividend Distribution Tax ||0.92 ||- |
|Balance carried to Balance Sheet ||69.88 ||325.43 |
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 312016 for approval of the Members. Dividend @6% per share involving cash out flow of '541610/- together with Dividend Distribution Tax of ' 91 610/-.
3. TRANSFER TO RESERVES
The Company proposes to transfer an amount of ' 300.00 Lacs (Rupees Three Hundred LacsOnly) to the General Reserve. An amount of ' 69.88 Lacs is proposed to be retained in theStatement of Profit and Loss.
4. REVIEW OF PERFORMANCE OPERATIONS
General growth of Indian economy as a whole and in the manufacturing sector inparticular has not picked up in the year 2015-16. Due to this your Company's growth inthe year under consideration was lower compared to the year before.
However due to various measures taken depending upon the situation your Company hastried to make a small profit. The saving in electrical energy from green power generation(2 nos. Wind Mills put up by the Company for captive power consumption) has been 41% ofthe total power requirement for the year 2015-16.
Instrument Transformer Division
During the year under review the performance of Instrument Transformer Division hasslowed down due to various reasons like customers skewed demand delay in decision of newtenders etc.
We are pleased to inform you that based on the successful trial of 245kV Class CT atone of the GETCO Substations your Company has quoted for the regular tender of GETCO forthe year under review and your Company is favourably placed to receive an initial order ofthe CTs. This will be a great pride for JSL family.
During the year under review your Company has taken several measures to improve/modifythe existing products which will benefit the Company in long run.
Switch Gear Division
During the year under review the Switch Gear Division has achieved a Net Sales of '17.09 Crores. We have taken measures to improve upon the performance and aesthetics ofvarious starters and added new dealers to enhance our sales.
LT Switchboard business for the year under review has improved due to new tenders fromElectric Power Distribution Companies. For the year under review L. T. SwitchboardDivision has achieved net sales of ' 3.36 Crores.
Motor and Pumps Division
Motor and Pumps Division have achieved Net Sales of ' 8.88 Crores in the year underreview which is 30.91% more than last year. As you are aware that your Company has addedthree new frames of Motors i.e. Frame 280 315 & 355 in its manufacturing range thuscovering the complete range of LT Motors from 0.5kW to 350kW. The manufacturing hasstarted in full swing in the new premise and as a result of which we could increase theturnover of the Division substantially for the year under review.
In the year 2016-2017 we expect a growth about 30 - 35% in this Division.
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.
6. SHARE CAPITAL
The issued subscribed and paid up Share Capital of the Company as on March 31 2015was ' 11163680. During the year the Company had issued and allotted 150000 (One LacFifty Thousand) 6% Non-Convertible Non-Cumulative Redeemable Preference Shares("NCNCRPS") of face value of ' 100 each (at a premium of ' 100 per share)aggregating to ' 30000000 (Rupees Three Crore Only) to the Promoters Group Company.Consequently the paid up share capital of the Company was increased to ' 26163680 forthe year ending on March 31 2016.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
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.
8. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
9. 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 either by theAuditors or by the Practicing Company Secretary in their respective reports.
10. 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.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of 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 2016 theapplicable accounting standards have been followed and given proper explanation relatingto material departures;
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.
6. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
12. 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 this report.
13. 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' whichforms part of this report.
14. MEETINGS Board Meetings
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.
15. 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.
16. 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 Annexure 'C'forms part of this report.
17. 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.
18. 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.
19. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Rahul N. Amin retires by rotation and being eligibleoffers his candidature for re-appointment 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. Bharat Patel Company Secretary and Compliance Officer
None of the Key Managerial Personnel have resigned during the year under review.
20. 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.
The Company's Auditors M/s. Amin Parikn & Co. Chartered Accountants Vadodarawho retire at the ensuing Annual General Meeting of the Company are eligible forre-appointment. They have confirmed their eligibility under Section 141 of the Act andrules framed thereunder for re-appointment as Auditors of the Company. The Board recommendtheir re-appointment.
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 Audit is enclosed herewith as Annexure 'E' which forms part ofthis Board's Report.
22. PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act and Rules framed thereunder is enclosed as Annexure 'F' whichforms part of this Board's report.
23. 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.
24. 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 12 2016 ||For JSL Industries Limited |
|Registered Office || |
|Mogar - 388 340 || |
|Dist. Anand Gujarat. ||(Rahul N. Amin) |
|CIN NO: L31100GJ1966PLC001397 ||Chairman |