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Jamna Auto Industries Ltd.

BSE: 520051 Sector: Auto
NSE: JAMNAAUTO ISIN Code: INE039C01032
BSE 00:00 | 11 Aug 121.00 0.15
(0.12%)
OPEN

121.10

HIGH

123.55

LOW

120.25

NSE 00:00 | 11 Aug 120.95 0.35
(0.29%)
OPEN

121.60

HIGH

123.60

LOW

120.00

OPEN 121.10
PREVIOUS CLOSE 120.85
VOLUME 88654
52-Week high 135.55
52-Week low 78.20
P/E 33.06
Mkt Cap.(Rs cr) 4,823
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 121.10
CLOSE 120.85
VOLUME 88654
52-Week high 135.55
52-Week low 78.20
P/E 33.06
Mkt Cap.(Rs cr) 4,823
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jamna Auto Industries Ltd. (JAMNAAUTO) - Director Report

Company director report

Dear Members

The Directors hereby present the 55th Annual Report and Audited Financial Statementsfor the financial year ended March 31 2021.

Financial Results-An Overview

(Rs in crore)

Standalone Consolidated
Particulars Year Ended March 31 2021 Year Ended March 31 2020 Year Ended March 31 2021 Year Ended March 31 2020
Net Sales 1052.70 1058.82 1079.47 1128.95
PBDIT 141.01 120.09 142.34 130.27
Finance cost 4.42 12.74 5.93 17.26
PBDT 136.64 107.35 136.46 113.01
Depreciation 33.99 38.80 35.58 41.37
PBT 102.65 68.55 100.88 71.64
Provision for current tax 28.68 13.07 31.45 18.01
Provision for deferred tax (2.75) 7.56 (3.52) 5.75
PAT 76.72 47.92 72.96 47.88
Other Comprehensive Income (45.84) 0.14 (0.37) 0.09
Total Comprehensive Income 76.26 48.07 72.60 47.97
Balance brought forward 268 260.75 262.75 255.80
Payment/Provision of dividend including tax 9.95 40.82 9.95 40.82
Retained earnings 336.86 268.00 328.21 262.75

Operational Review

The year under review was a mix of challenges and opportunities for automobileindustry. Despite all the challenges and obstacles we have faced your Company has shownresilience and continued to support and deliver for its customers. During the year underreview consolidated sales and profits were H1079 crore and H73 crore respectivelycompared to sales of H1129 crore and profits of H48 crore in the previous year. TheCompany's performance during FY 2020-21 towards its medium term Lakshya is explained inthe Management Discussion and Analysis (MDA) section in the annual report. For detailsmembers are requested to please see MDA section.

The Company has made 5 year plan named "Lakshya 50XT" with objective offuture growth de risking business and enhancing stakeholder value. Lakshya 50XT hasfollowing 4 key targets for FY-26.

1. 50% Revenue from new markets

2. 50 % Revenue from new products

3. 50% Return on Capital Employed

4. 50% Dividend pay-out

Members are requested to refer "Lakshya 5 Year Plan" in the Annual Report.

ICRA Limited ("ICRA") has reviewed the credit rating of the Company and atpresent the Company's long term credit rating is [ICRA]AA- (pronounced ICRA double Aminus) and short term rating as [ICRA]A1+ (pronounced ICRA A one plus). Credit ratingassigned to Commercial Paper (CP) issue of the Company is [ICRA] A1+ (pronounced as ICRA Aone plus). The outlook on Long Term Rating is stable.

Jai Automotive Components Limited a wholly owned subsidiary company is in process ofsetting up a Unit at Pant Nagar Uttarakhand and at Indore M.P. The Pant Nagar unit isexpected to start commercial production by FY 2021-22. The Indore unit is expected tostart commercial production by FY 2022-23. Another subsidiary entity of the Company namelyJai Suspension Systems LLP is proposed to be converted into a private limited company inaccordance with the provisions of the Companies Act 2013.

During the year under review R&D team has developed Extralite Springs usingtechnology from Tinsley Bridge Ltd. - U.K. These Extralite Springs are currently undervalidation.

Material Changes and Commitments

No material changes and commitments affecting the nancial position of the Companyoccurred between the end of nancial year of the Company to which the nancial statementsrelate i.e. 31 March 2021 and the date of this Report i.e. 31 May 2021. There are nosignificant material orders passed by the Regulators or Courts or Tribunals impacting thegoing concern status of the Company and its future operations.

Subsidiaries Joint Ventures and Associate Companies

The Company has two wholly owned subsidiary companies namely Jai Suspensions Limitedand Jai Automotive Components Limited and one subsidiary entity namely Jai SuspensionSystems LLP. The Board of Directors of the Company reviews the affairs of thesubsidiaries. None of the subsidiary is a material subsidiary in accordance with the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") as on 31 March 2021. The Policy for determining material subsidiariesis available at the Company's website www.jaispring.com. Consolidated financialstatements of the Company as required under Section 129(3) of the Act form part of theAnnual Report. A statement containing the salient features of the nancial statements ofsubsidiaries in form

AOC-1 forms part of the Annual Report.

Dividend and Dividend Distribution Policy

One of the financial goal of the Company under its "Lakshya" target is todistribute 33% of PAT as Dividend or shares buy back or both. An interim dividend of H0.25per equity share of H1 each was declared and paid during the FY 2020-21. The Directors arepleased to recommend for your consideration a final dividend of H0.50 per equity share ofH1 each. Payment of final dividend will be made subject to approval of the members of theCompany at the ensuing Annual General Meeting. With the payment of final dividend thetotal dividend payment for the FY 2020-21 would be H0.75 per equity share of H1 each. TheDividend Distribution Policy of the Company is available at the Company's websitewww.jaispring.com.

Transfer to Reserves

The Board does not propose to transfer any amount out of the pro t for the year underreview to the general reserve.

Fix Deposits

During the year under review the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits)Rules 2014.

Directors and Key Managerial Personnel

The total strength of Board of Directors of the Company is 9 Directors consistingIndependent Executive and Non-executive Directors. The composition of the Board is inconformity with the Companies Act 2013 and SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. During FY 2020-2021 none of the Independent Director wasreappointed. Mr. Gautam Mukherjee was appointed as Independent Director with effect from31 May 2021. Mr. Mukherjee holds degree in Bachelor of Arts. He started his career in1983 as Probationary Officer with State Bank of India (SBI). He served SBI till 1990 whenhe moved to The Economic Times as Financial Editor. Thereafter Mr. Mukherjee has servedICICI Bank as Vice President and its North India Head for Corporate Banking from 1996-2002and afterwards ING Vysya Bank. Mr. Mukherjee was also associated with the Company asPresident-Finance from 2008 to 2012.The Board considers that association of Mr. Mukherjeewould be of immense benefit to the Company. Proposal for appointment of Mr. GautamMukherjee as Independent Director for a period of five consecutive years is being placedfor consideration of members of the Company at the ensuing Annual General Meeting.Presently he is serving as an Independent Director on the Board of Directors of MothersonSumi Systems Limited SMR Automotive Systems India Limited and Motherson Sumi Wiring IndiaLtd.

The tenure of appointment of Mr. S. P. S. Kohli as Executive Director was valid till 12February 2021. The Nomination and Remuneration Committee and Board of Directors in theirmeetings held on 5 February 2021 have approved the re-appointment of Mr. S. P. S. Kohlias Executive Director for further three years effective from 13 February 2021.

The tenure of appointment of Mr. P.S. Jauhar as Managing Director and CEO of thecompany is valid till July 31 2021. The Nomination and Remuneration Committee and Boardof Directors in their meetings held on May 31 2021 have approved the re-appointment ofMr. P.S. Jauhar as Managing Director and CEO for further term of 3 Years effective fromAugust 01 2021. In compliance with the provisions of Section 152 of the Companies Act2013 read with the Articles of Association of the Company Mr. R. S. Jauhar Director ofthe Company will retire at the ensuing Annual General Meeting and being eligible hasoffered himself for reappointment. The Board recommends his re-appointment.

The brief profile of the Directors who are proposed to be appointed / re-appointed isfurnished in the notice of 55th Annual General Meeting in compliance with the provisionsof Companies Act 2013 SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and applicable Secretarial Standards issued by Institute of CompanySecretaries of India. Pursuant to the requirements under Section 134(3)(e) and Section178(3) of the Companies Act 2013 the policy on appointment of Board Members includingcriteria for determining qualifications positive attributes independence of a directorand the policy on remuneration of directors KMP and other employees is annexed asAnnexure-1 which forms part of this Report.

Declaration by Independent Directors

All the independent directors of the Company have submitted their declaration statingthat they continue to meet the criteria of independence laid down under Section 149 of theCompanies Act 2013 read with Rule 6 of Companies (Appointment and Qualification ofDirectors) Rules 2014 and Regulation 25 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.

All the Directors have also confirmed that they have complied with the Company's codeof conduct.

Performance Evaluation

Independent Directors of the Company at their meeting held on 25 March 2021 have donethe evaluation of Board as a whole and Non Independent Directors including Chairman. Theperformance of the Board as a whole Chairman of the Company and Directors individuallywas also done by the Board of Directors on basis of Directors participation contributionefficiencies skills decision making independence integrity ethical conduct dischargeof responsibilities etc.

Meetings of Board of Directors

During the year under review five meetings of the Board of Directors of the Companywere held on 1 April 2020 10 June 2020 6 August 2020 5 November 2020 and 5February 2021 respectively. The complete details about the Board's strength attendanceand remuneration of directors are given under Corporate Governance Report section of thisReport.

Directors' Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and ability confirm that: a) in preparation of the annualaccounts of financial year ended March 31 2021 the applicable accounting standards havebeen followed along with proper explanation relating to material departures. b) thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period. c) the directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities. d) the directors had prepared the annualaccounts on a going concern basis. e) the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and operating effectively. f) the directors had devised proper systems to ensurecompliance of the provisions of all applicable laws and that such systems were adequateand operating effectively.

Auditors' Report

The report of the statutory auditors i.e. M/s S. R. Batliboi & Co; LLP CharteredAccountants does not contain any qualification reservation or adverse remarks and formspart of this Annual Report. The report read with notes on accounts is self-explanatory anddoes not call for any further comments.

The report of the secretarial auditors i.e. M/s RSM & Co. Company Secretaries alsodoes not contain any qualification reservation or adverse remarks. The secretarial auditreport is self-explanatory and is attached as Annexure-2. M/s Jangira & AssociatesCost Accountants was appointed as cost auditors of the Company for the FY 2020-21. Thecost audit report for the FY 2020-21 would be filed with the Central Government within theprescribed time.

Equity Shares

During the year under review the Compensation Committee of the Board of Directors hasgranted stock options under Company's Employee Stock Option Scheme 2017. Disclosure asrequired under SEBI (Share Based Employees Benefits) Regulations 2014 is available onwesite of Company www. jaispring.com.

The Company has not issued any sweat equity shares or equity shares with differentialvoting rights hence there is no information required to be furnished in terms ofprovisions of Rule 4(4) and Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.

Transfer of amount to Investor Education and Protection Fund

During the year under review the amount of dividend entitlements which remainedunclaimed for seven consecutive years or more and corresponding shares thereof weretransferred by the Company to Investor Education and Protection Fund (IEPF). The detailsof dividends and shares which were transferred to IEPF during the year have been providedunder the Corporate Governance section at Annexure-4. The detailed list of shareholderswhose dividend or shares has been transferred to IEPF is also available at website of theCompany www.jaispring.com.

Business Responsibility Report

Business Responsibility Report in terms of the provisions of Regulation 34 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 forms an integralpart of this Report and annexed as Annexure-3.

Management Discussion & Analysis

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI Listing Regulations is presented in a separate sectionforming part of the Annual Report.

Corporate Governance

In compliance with Regulation 34 of the SEBI Listing Regulations a separate report onCorporate Governance along with a certificate from the Auditors on its compliance forms anintegral part of this Report and annexed as Annexure-4.

Annual Return

As per Section 134 and Section 92 of the Companies Act 2013 the Annual Return of theCompany is available on the website of the Company at www.jaispring.com.

Particulars of Employees

The disclosures required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given at Annexure-5 and forms an integral part of this Report. As per the provisionsof Section 136(1) of the Companies Act 2013 the Annual Report and the Accounts are beingsent to all the members of the Company excluding the information required under Section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. Any member interested in obtainingsuch information may write to the Company Secretary at the Registered Office. The saidinformation is also available for inspection at the Registered Office during working hoursup to the date of ensuing Annual General Meeting.

Corporate Social Responsibility (CSR)

As a responsible organization the Company believes in earnestly discharging its socialresponsibility. The Company emphasizes on environment conservation and sustainabilitypromotion of education promotion of sports and community outreach as per CSR Policy. OurCSR presence has been established in Haryana (Yamuna Nagar Gurugram & Kurukshetra)Uttarakhand (Pant Nagar) Jharkhand (Jamshedpur) Maharashtra (Pune) Uttar Pradesh(Lucknow) Madhya Pradesh (Malanpur) Tamil Nadu (Chennai Pillaipakkam Hosur) Punjab(Kapurthala) Delhi Andaman and Nicobar Islands and Lakshwadeep. The Company has adopted15 villages nationwide and is working with nearly 22 primary and secondary governmentschools and colleges with over 50000 beneficiaries in all. Report on CSR activitiesundertaken by the Company as per CSR Policy for the year ended March 31 2021 is annexedas Annexure-6 and forms an integral part of this Annual Report. The Company's CSR Policyis available on the website of the Company at www.jaispring.com.

Particulars of Loans Guarantees or Investments

Particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Energy Conservation Technology Absorption & Foreign Exchange

The particulars as prescribed under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8(3) of Companies (Accounts) Rules 2014 form an integral part of this reportand is annexed as Annexure –7.

Risk Management Policy

Risk management includes risk identification analysis mitigation and control. One ofthe major objectives of Company's Lakshya is to de-risk the Company from marketoperational and other risks. The Company has established a three layer framework for riskidentification evaluation control minimize and mitigate the risk. The Board ofDirectors of the Company has formed a Risk Management Committee. The Committee evaluatesrisk and suggest actions to be taken to control minimize & mitigate the risk. Riskmanagement policy of the Company is available at the website of the Company at www.jaispring.com.

Internal Financial Control

M/s Protiviti Risk & Business Consulting are the internal auditor of the Company.The Company has put in place adequate internal control systems and processes and keepsreviewing their adequacy from time to time. The Company places strong emphasis on bestpractices in corporate governance.

Vigil Mechanism / Whistle Blower

Pursuant to Section 177 (9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 the Board of Directors hasestablished a vigil mechanism for employees to report genuine concerns about unethicalbehavior actual or suspected fraud. The Whistle Blower Policy is available at the websiteof the Company at www. jaispring.com. No complaint was received under Whistle BlowerPolicy during the year under review.

Related-Party Transactions

During the year under review all Related Party Transactions were made in ordinarycourse of business and on arm's length basis in compliance with the provisions set out inthe Companies

Act 2013 read with the Rules made thereunder and relevant provisions of SEBI ListingRegulations. The details of the Related Party Transactions are set out in the Notes toFinancial Statements forming part of this Annual Report. There are no materiallysignificant Related Party Transactions of the Company which have potential conflict withthe interests of the Company at large. The Board of Directors and Audit Committee reviewall Related Party Transactions on quarterly basis. The Company's policy on related partytransactions is available at the website of the Company at www. jaispring.com.

Form No. AOC-2 for disclosure of particulars of contracts/ arrangements entered into bythe Company with Related Parties under Section 188 of the Companies Act 2013 forms anintegral part of this report and attached as Annexure –8.

IPR

During the year under review Company's application for granting Indian Patent for AirSuspension was approved. The Company has been granted a Patent for an invention entitled"Air Suspension System". During the year under review the Company's trademark"JAI" got registered in Nepal. The Company is copyright holder of more than 90designs of Leaf and Parabolic spring.

Disclosure for Compliance of Secretarial Standards

The Company is in compliance with the Secretarial Standard-1 (Meetings of Board ofDirectors) and Secretarial Standard-2 (General Meetings) issued by the Institute ofCompany Secretaries of India.

Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

There were no complaints received under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the year under review. The SexualHarassment Policy of the Company is available at website of the Company atwww.jaispring.com.

Details in respect of fraud reported by auditors under Section 143(12) of the CompaniesAct 2013

No fraud has been reported by auditors under Section 143(12) of the Comapnies Act 2013during the financial year 2020-21.

Appreciation

The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. The Board conveys its appreciation for its customers shareholders suppliers aswell as vendors bankers business associates regulatory and government authorities fortheir continued support.

For and on behalf of the Board of Directors
Place: New Delhi (B. S. Jauhar)
Date: 31 May 2021 Chairman

.