Your Directors have pleasure in presenting the 33rd Annualreport and audited accounts of the company for the year ended 31st March 2019.
1. Financial Highlights
The performance of company during the financial year ended
31st March 2019 on standalone basis has been as under:
[Rs in lakh)
|Particulars ||Current Year 2018-2019 ||Previous Year 2017-2018 |
|Gross Income ||15453.23 ||13512.98 |
|Profit before interest and depreciation ||1539.22 ||1339.67 |
|Financial Charges ||244.33 ||248.32 |
|Gross Profit ||1294.89 ||1091.35 |
|Provision for Depreciation ||297.24 ||269.81 |
|Net profit before Tax ||997.65 ||821.54 |
|Provision for Tax (Net) & Deferred Tax ||212.48 ||285.14 |
|Net Profit after Tax ||785.17 ||536.40 |
|Balance of profit brought forward ||3417.67 ||2881.27 |
|Balance available for appropriation ||4202.84 ||3417.67 |
|Amount proposed to be carried to any Reserve ||- ||- |
|Transfer from General Reserve ||- ||- |
|Surplus carried to Balance Sheet ||4202.84 ||3417.67 |
2. Performance during the financial year under Report
2.1 State of Company's Affairs
Your company has achieved sales of Rs. 153.07 crore during 2018-2019which were 14% higher as compare with the sales of the previous year. The sales ofSynthetic Leather Division at Rs. 107.59 crore were higher by 10.64% as compared withsales of Rs. 97.25 crores during the immediately preceding financial year. The sales ofElectronic Gauge Division at Rs. 45.49 crore were 23.78% higher as compared those ofimmediately preceding financial year. Company's operating profit before interestdepreciation and income tax increased by 14.94% to Rs. 15.39 crore during 2018-19 ascompared with Rs. 13.39 crore during the previous year due to lower raw material pricesand reduced power 8i fuel. The interest and finance charges were at Rs. 2.44 crore ascompared with the previous year.
The net profit after interest depreciation income tax and deferredtax have increased to Rs. 7.85 crore which were 46.45% higher as compared with that ofthe previous year. Keeping in view prevailing sluggish market conditions resulting instagnant sales 8i realization of Synthetic Leather the management considers overallperformance to be satisfactory. The Board has not proposed appropriation of any amounts toreserves. During the year there has not been any change in nature of business of thecompany. No significant and material orders were passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future. Thefinancial statements of the company have been audited by independent statutory auditorswho have previously subjected themselves to peer review. Their Audit report which isannexed is self-explanatory and does not contain any qualification reservation adverseremark or disclaimer calling for comments by the Board.
2.2 Material Changes and commitment if any after the date offinancial statements affecting the financial position of the company
No material changes and commitment affecting the financial position ofthe company have occurred between the end of the financial year to which the financialstatements relate and the date of this Directors' Report.
Your company is continuously upgrading its technology and modernizingits plant and machinery to maintain a competitive edge in the market.
In the Synthetic Leather segment the major thrust of your Company hasalways been towards indigenization of raw material improvements in the manufacturingprocess and developing new products. As a result of a major change in the productionlines the production capacity of PVC coated fabrics has in the opinion of managementincreased from 5 lakh metres to 6.5 lakh metres per month w.e.f. 01-07-2018 besidesincreasing its operational efficiency and speed of production. In the PU coated fabricssegment the major thrust of the company has been on innovation and development of newerproducts.
In the Electronics Gauges segment your Company is developing new typesof gauges which will not be based on nuclear isotopes and X-rays. This will attract newcustomers.
The management perceives that the above measures will result inincreased production 8i profits and also attract high-end consumers.
3. Dividend 8iTransferto Reserve
The management has not proposed any dividend for the year ended on 31stMarch 2019 or transfer of any amount to reserve.
4. Directors & Key Managerial Personnel
The Board of Directors is the apex body constituted by shareholders foroverseeing the Company's overall functioning. The Board provides and evaluates theCompany's strategic direction management policies and their effectiveness and ensuresthat stakeholders' long-term interests are being served. The Chairman and ManagingDirector (CMD) provides overall direction and guidance to the Board.
The Board has constituted five Committees namely Audit CommitteeNomination and Remuneration Committee Finance Committee CSR Committee Stakeholders'Relationship Committee and is empowered to constitute additional functional Committeesfrom time to time depending on business needs.
For statements on composition of the Board Audit Committee Nomination8i Remuneration Committee ("NRC") Stakeholders Relationship Committee and theirMeetings held during the Financial Year under Report; Independent Directors their briefresume the declarations of Independence given by them and appointment of Key ManagerialPersonnel please refer to Annexure A (Corporate Governance Report) which forms anintegral part of this Report. Terms and conditions of appointment of Independent Directorscan be accessed from the website of the Company at the following web link :www.iaschindustries.com / Filinas 8r Disclosures / Appointment 8rTrainina of Ids.
Shri Manish Garg retires by rotation at the ensuing Annual GeneralMeeting. He has offered himself for re-appointment for fresh term. Shri Naresh Kumar whowas appointed as Independent Director for a term of five years vacates his office at theensuing Annual General Meeting. The Nomination 8i Remuneration Committee which foundtheir performance to be good has recommended their re-appointment for fresh terms. TheBoard recommends the re-appointment of Shri Manish Garg as Director with liability toretire by rotation of directors. The Board also recommends re-appointment of Shri NareshKumar as Independent Director for a second term of five years.
5. Particulars of Employees
The Company does not have any employees whose particulars are requiredto be disclosed in the Directors' Report pursuant to the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
6. Board & Board Committee Meetings
Details of Board and Committee Meetings are given in the annexedCorporate Governance Report.
7. Evaluation of Board its Committees and individual Directors
Pursuant to the provisions of the Companies Act 2013 and the ListingRegulations the Board carries out periodic evaluation of its own performance that of thedirectors individually as well as that of its Committees as per the criteria suggested bythe Institute of Company Secretaries of India and adopted by the NRC and the Board whichincludes knowledge of directors' duties and responsibilities; understanding of Company'svision mission strategic plan and key issues diligence and participation in BoardCommittee and General Meeting and leadership traits.
8. Company's Policy on Appointment and Remuneration and other mattersrelating to Directors
For a policy on Directors' appointment remuneration and criteria fordetermining their qualifications positive attributes independence and evaluationrequired to be disclosed under Section 178(3) of the Companies Act 2013 and under theListing Regulations please refer to Annexure B which forms part of this Report.
9. Disclosure under Section 197(12) of the Act and Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014
The requisite details relating to ratio of remuneration percentageincrease in remuneration etc. of managerial personnel as stipulated under theSection/Rules mentioned in the above sub-heading are annexed as Annexure C to this Reportwhich forms part of this Report.
10. Subsidiaries. Consolidated Accounts and materiality
Indev Gauging Systems Inc (INDEV) is a wholly owned foreign subsidiaryof Jasch North America Co. (JNAC) (the latter in turn being the wholly owned subsidiary ofJasch Industries Ltd). Jasch Automation Ltd (now a dormant company) is the Indiansubsidiary of the Company. All these entities existed as subsidiaries of the Company atthe beginning and at the end of the Financial Year under report and none of thesesubsidiaries is a material subsidiary (A subsidiary company is considered as material ifthe holding Company's investment in the subsidiary company exceeds twenty per cent ofconsolidated net worth of holding company as per holding company's audited balance sheetof the previous financial year or if the subsidiary company has generated twenty per centof the consolidated income of the holding company during the previous financial year).
Performance and financial position: JNAC does not perform any businessexcept supporting Indev by way of providing share capital or investment. Financialstatements of JNAC and JAL have been consolidated with the financial statements of theCompany for the financial year ended on that date. During the financial year under reportIndev achieved a gross sales and other income of USD equivalent of INR 2569 lakh andearned a profit of USD equivalent of INR 13.16 lakh. As required under law theconsolidated accounts of the Company which include those of its wholly ownedsubsidiaries are annexed to this report.
11. Financial Audit & Financial Auditors' Report
M/s Mukesh A Mittal 8i Co. Chartered Accountants who have subjectedthemselves to a peer review have carried out statutory audit of Company's financialaccounts during the financial year 2018-19. The report given by them (Auditors' Report) isself-explanatory and does not contain any qualification reservation adverse remark ordisclaimer. There is no matter reportable under Section 143(12) of the Companies Act2013.
12. Secretarial Audit & Secretarial Auditors' report
During the financial year under Report the Company subjected itself toSecretarial Audit by Independent Secretarial Auditors M/s Mukesh Arora 8i Co CompanySecretaries and their report in Form MR-3 is at Annexure D which forms part of thisReport.
13. Cost Audit&Cost Record
During the year the Company was mandated to maintain cost records andalso appoint cost auditors in respect of its products falling under CETA heading 3909 and3921 (Plastics and Polymers). Accordingly the Company duly maintained cost records andsubjected these to cost audit which was conducted by Vipul Bhardwaj & Company Cost 8iManagement Accountants. Cost Audit Report is required to be submitted by the Cost Auditorsto the Board of Directors within 180 days of close of financial year.
14. Internal Audit. Internal Control Systems & Their Adequacy
The Company has engaged CMA Jyoti Gandhi as Independent InternalAuditor. The scope of their work includes review of processes for safeguarding the assetsof Company effectiveness of systems and processes and assessing the internal controlstrengths in all areas. Management is having tight control on all the operations of theCompany. All expenses are scrutinized and approved by the top management. The Company hasadequate system so as to have proper check and control on every department. Deviation fromestablished system if any are placed before Audit Committee of the Board for review andcorrective action to be taken if any.
15. Vigil Mechanism:
In pursuant to the provisions of section 177(9) 8i (10) of theCompanies Act 2013 a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the Company at www.jaschindustries.com under the link Filings &. Disclosures / RPT Vigil 8i Other Policies.
16. Risk management policy
A statement indicating business risks and the management policy tomanage the risks forms part of Management Discussion 8i Analysis Report attached withDirectors' Report.
17. Annual Return
In accordance with the amended provisions of Section 92(3) of theCompanies Act 2013 a copy of Annual Return after the same has been filed with theRegistrar of Companies will be available at the website of the Company www.jaschindustries.com under the web-link"Filinas 8t Disclosures".
The Company neither had any deposits at the beginning of the year nordid it accept any deposits during the year under report. Therefore there was no occasionfor any deposits to remain unpaid or unclaimed or in default for repayment of principal orinterest thereon.
19. Loans. Guarantees and Investments
As required under Section 186 of the Companies Act 2013 fullparticulars of loans and guarantees given investments made and security provided duringthe year under Report are contained in the accompanying financial statements.
20. Related Party Transactions
On the recommendation of the Audit Committee the Board of Directors ofthe Company has adopted a policy to regulate transactions between the Company and partiesrelated to it. This Policy has been uploaded on the website of the Company at www.iaschindustries.com under the link Filings& Disclosures/RPT Vigil & Other Policies.
All the related party transactions that were entered during thefinancial year were on arm's length basis and were in the ordinary course of the business.The Audit Committee had granted prior omnibus approval to certain related partytransactions and the same were subsequently placed before the Audit Committee on quarterlybasis for its approval or modification as the case may be.
Disclosures pursuant to Section 188 of the Companies Act 2013Regulation 34(3) of Listing Regulations and other applicable provisions of laws areenclosed in Form AOC-2 as Annexure - E and also by way to Notes to Financial Statementswhich may be read as part of the Directors' Report. Pursuant to Section 188(2) of theCompanies Act 203 it is stated that Shri Rushil Garg a relative of directors wasappointed as a Chemical Engineer to oversee the production of PU synthetic resin in theCompany. His remuneration and other details are contained in the said Annexure/Notes.
There were no material related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company.
21. Corporate Governance Report & Certificate
The Company is committed to maintaining the highest standards ofcorporate governance and adhering to the corporate governance requirements set out bySEBI. Corporate Governance Report together with requisite certificate from theIndependent Statutory Auditors of the Company confirming compliance with the conditionsof corporate governance as stipulated under the Listing Regulations is attached and formsan integral part of this Report.
22. Management Discussion and Analysis Report
For Management Discussion & Analysis Report please refer toAnnexure F which forms a part of this Report.
23. Disclosure Pursuant To Section 22 of Sexual Harassment of Women AtWorkplace (Prevention Prohibition & Redressalf Act. 2013
In accordance with the Sexual Harassment of Women at Workplace(Prevention Prohibition 8i Redressal) Act 2013 the Company has a policy on preventionof and affirmative action for sexual harassment of women about which all the employeesare communicated periodically. For this purpose the Company has also constituted anInternal Complaints Committees. At the beginning or end of the financial year underreport no cases were pending and during the year no cases were filed or disposed ofunder that Act.
24. Conservation of Energy Technology Absorption Foreign ExchangeEarnings & Outgo
Information required under section 134 (3) (m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given in the Annexure Gto this report.
25. ISO Certification
The Company has ISO 9001:2015 certification for Quality Standards andISO 14001:2015 certification for environmental management systems.
The Equity Shares of the Company are listed on BSE. The same were alsolisted at the Calcutta Stock Exchange Ltd (CSE) for a part of the year and the same havebeen delisted from CSE at Company's requestw.e.f. 30-08-2018.
27. Corporate Social Responsibility
In accordance with provisions of Section 134(3) the Board set up aCorporate Social Responsibility (CSR) Committee which developed a Policy for carrying outactivities which are as specified in Schedule VII to the Companies Act 2013. During thefinancial year 2018-19 the Company spent Rs. 1593220 on CSR activities which amount isslightly more than 2% of Company's average profits of the preceding threeyears.Information required under Rule 8 and 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is given in the Annexure H to this report.
28. Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act 2013 the Directorsaffirm that:
(i) In the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation if any relating tomaterial departures;
(ii) Appropriate accounting policies had been selected and appliedconsistently and judgments and estimates made were reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2019 and of theprofits of the Company for the year ended 31st March 2019.
(iii) Proper and sufficient care had been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) The annual accounts had been prepared on a going concern basis.
(v) Internal financial controls were laid down to be followed by theCompany and such internal financial controls were adequate and were operating efficiently.
(vi) Proper systems had been devised to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and were operatingeffectively.
Your directors wish to place on record their appreciation of thedevoted services rendered by the workers the staff and the executives of the Company andfor the continued support from the shareholders the lenders and other associates.
| ||For & on behalf of the Board |
|Place : Sonipat ||(J.K. GARG) |
|Date : 29-05-2019 ||Chairman |