Your Directors have pleasure in presenting the 35th Annual report and audited accountsof the company for the year ended 31st March 2021:
1. Performance. Financial & Other Highlights
In the Directors' Report for the last financial year (2019-20) referring to Covid-19situation prevailing at that time your directors had expressed the belief that the thingswill soon start returning to normalcy although with a snail's speed and that the Companywill be able to salvage some part of the situation in the later half of the financial year2020-21 i.e. the year under report. That belief took the shape of reality and the thingsindeed improved in the second half of the financial year under report.
The net sales of the Company which stood at a mere Rs. 14.46 crores at the end of thefirst quarter of the financial year under report increased to Rs. 40.74 crore at the endof the second quarter to Rs. 84.94 crores at the end of the third quarter and to Rs.134.23 crores at the end of the financial year (representing an incremental increase Rs.26.28 crore 44.20 crore and Rs. 49.29 crore respectively).
Inspite of the above situation the sales of Rs. 134.23 crore achieved by your Companyduring 2020-2021 were 03.54 % higher as compared with the sales of the previous financialyear. The sales of Synthetic Leather Division at Rs. 91.79 crore were lower by 02.89% ascompared with sales of Rs. 94.52 crores during the immediately preceding financial year.However the sales of Electronic Gauge Division at Rs. 41.01 crore were 19.04 % higher ascompared those of immediately preceding financial year. Company's operating profit beforeinterest depreciation and income tax increased by 65.28% to Rs. 19.09 crore during2020-2021 as compared with Rs. 11.55 crore during the previous financial year.
The net profit after interest depreciation income tax and deferred tax have increasedto Rs. 11.35 crore which was 150.20% higher as compared with that of the previous year.
Keeping in view prevailing sluggish market conditions due to Covid-19 outbreakresulting in stagnant sales & realization of Synthetic Leather in the first half ofthe financial year the management considers overall performance to be satisfactory.
During the year there has not been any change in nature of business of the company.The financial statements of the company have been audited by independent statutoryauditors who have previously subjected themselves to peer review. Their Audit reportwhich is annexed is self-explanatory and does not contain any qualification reservationadverse remark or disclaimer calling for comments by the Board. The Board has not proposedany dividend for the year ended 31-03-2021.
The financial highlights of company during the financial year ended 31st March 2021 onstandalone basis are as under:
(Amount in Rs lakh)
|Particulars ||Current Year 2020 - 2021 ||Previous Year 2019-2020 |
|Gross Income ||13567.63 ||13077.65 |
|Profit before interest and depreciation ||1909.27 ||1154.73 |
|Financial Charges ||61.28 ||238.45 |
|Gross Profit ||2491.66 ||2257.99 |
|Provision for Depreciation ||286.02 ||296.25 |
|Net profit before Tax ||1561.97 ||620.03 |
|Provision for Tax (Net) & Deferred Tax ||426.77 ||166.31 |
|Net Profit after Tax ||1135.20 ||453.72 |
|Balance of profit brought forward ||4656.57 ||4202.84 |
|Balance available for appropriation ||5818.84 ||4656.57 |
|Amount proposed to be carried to reserve || || |
|Transfer from General Reserve || || |
|Surplus carried to Balance Sheet ||5818.84 ||4656.57 |
2. Material Changes and commitment if any after the date of financial statementsaffecting the financial position of the company and Future Prospects
Towards the end of the financial year under report Covid-19 infections again startedto rise and a number of restrictions were placed again by the State Government andDistrict Administration on movement of people and running of establishments includingfactories. These conditions may result in reduced demand lower orders ordercancellations increased cost of raw material prices and lower production and mayadversely affect recovery of payments due to the Company
Besides the above no material changes and commitment affecting the financial positionof the Company have occurred between the end of the financial year to which the financialstatements relate and the date of this Directors' Report.
3. Changes among Director & Key Managerial Personnel
Shri Navneet Garg a non-independent director retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment. Brief resumeof Shri Navneet Garg is given in the annexed Corporate Governance Report which forms partof the Directors' Report.
4. Subsidiaries Consolidated Accounts and materiality
The Company had no subsidiary as on 31st March 2021. Hence the provisions of lawrelating to consolidation of financial statements and materiality of subsidiaries are notapplicable to the Company.
The Company did not have any joint ventures or associate companies either at thebeginning or at end of the year.
The Company neither held any deposits at the beginning of the year nor did it acceptany deposits during the year under report. Therefore there was no occasion for anydeposits to remain unpaid or unclaimed or in default for repayment of principal orinterest thereon.
6. Internal Audit Internal Financial Control Systems & their adequacy
The Company had engaged M/s Vishal G. Goel & Co Chartered Accountants as InternalAuditors for the Financial Year 2020-21. The scope of their work includes review ofprocesses for safeguarding the assets of Company effectiveness of systems and processesand assessing the internal control strengths in all areas. Management is having tightcontrol on all the operations of the Company. All expenses are scrutinized and approved bythe top management. The Company has adequate system so as to have proper check and controlon every department. Deviation from established system if any are placed before AuditCommittee of the Board for review and corrective action to be taken if any.
7. Cost Audit & Cost Record
During the year the Company was mandated to maintain cost records and also appointcost auditors in respect of its products falling under CETA heading 3909 and 3921(Plastics and Polymers). Accordingly the Company duly maintained cost records andsubjected these to cost audit which was conducted by Vipul Bhardwaj & Company Cost& Management Accountants. Cost Audit Report which is required to be submitted by theCost Auditors to the Board of Directors within 180 days of close of financial year hasnot been received yet.
8. Disclosure pursuant to Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013
In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has a policy on prevention of and affirmativeaction for sexual harassment of women about which all the employees are communicatedperiodically. For this purpose the Company has also constituted an Internal ComplaintsCommittees. At the beginning or end of the financial year under report no cases werepending and during the year no cases were filed or disposed of under that Act.
9. Corporate Social Responsibility
In accordance with provisions of Section 134(3)(o) the Board had set up a CorporateSocial Responsibility (CSR) Committee which developed a Policy for carrying out activitieswhich are as specified in Schedule VII to the Companies Act 2013. During the yearcertain amendments were made vide Companies (Amendment) Act 2020 which provided amongother matters that where the amount to be spent for CSR activities does not exceed Rs. 50lakhs the requirement of constituting CSR Committee shall not be applicable and therelevant functions shall be discharged by the Board of Directors. In view of this theBoard of Directors of the Company in their meeting held on 30th January 2021 dissolvedthe CSR Committee with immediate effect.
During the financial year 2020-21 the Company spent Rs. 3724045 on CSR activitiesas against Rs. 1922031 (2% of Company's average profits of the preceding three years).Information required under Rule 8 and 9 of Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is given in the Annexure H to this report. In accordance with aresolution passed by the Board of Directors in their meeting held on 29th May 2021 theexcess amount will be set off during the next three financial years.
10. Particulars of Specified Employees
Details of employees whose particulars are required to be disclosed in the Directors'Report pursuant to the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are given in Annexure C.
11. Board & Board Committee Meetings
The Board of Directors is the apex body constituted by shareholders for overseeing theCompany's overall functioning. The Board provides and evaluates the Company's strategicdirection management policies and their effectiveness and ensures that stakeholders'long-term interests are being served. The Chairman and Managing Director (CMD) providesoverall direction and guidance to the Board.
The Board has constituted five Committees namely Audit Committee Nomination andRemuneration Committee Finance Committee CSR Committee* and Stakeholders' RelationshipCommittee and is empowered to constitute additional functional Committees from time totime depending on business needs. (*dissolved w.e.f. 30-01-21)
For statements on composition of the Board Audit Committee Nomination &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.jaschindustries.com/Filings & Disclosures. Details of Board and Committee Meetingsheld during the year under report are given in the annexed Corporate Governance Report.
12. Evaluation of Board its Committees and individual Directors
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard carries out periodic evaluation of its own performance that of the directorsindividually as well as that of its Committees as per the criteria suggested by theInstitute of Company
2 Jasch Industries Ltd.
Secretaries of India and adopted by the NRC and the Board which includes knowledge ofdirectors' duties and responsibilities; understanding of Company's vision missionstrategic plan and key issues diligence and participation in Board Committee and GeneralMeetings and leadership traits.
13. Company's Policy on Appointment and Remuneration and other matters relating toDirectors
For a policy on Directors' appointment remuneration and criteria for determining theirqualifications positive attributes independence and evaluation required to be disclosedunder Section 178(3) of the Companies Act 2013 and under the Listing Regulations pleaserefer to Annexure B which forms part of this Report.
14. Disclosure under Section 197(12) of the Act and Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Schedule V Part 11Section 11
The requisite details relating to ratio of remuneration percentage increase inremuneration etc. of managerial personnel as stipulated under the Section/Rulesmentioned in the above subheading are annexed as Annexure C to this Report which formspart of this Report. Disclosure pursuant to Schedule V Part II Section relating toremuneration and other details of directors are given in the attached Corporate GovernanceReport (Annexure A).
15. Financial Audit & Financial Auditors' Report
M/s Mukesh A Mittal & Co. Chartered Accountants who have subjected themselves toa peer review have carried out statutory audit of Company's financial accounts during thefinancial year 2020-21. The report given by them (Auditors' Report) is selfexplanatory anddoes not contain any qualification reservation adverse remark or disclaimer. There is nomatter reportable under Section 143(12) of the Companies Act 2013.
16. Secretarial Audit & Secretarial Auditors' report
During the financial year under Report the Company subjected itself to SecretarialAudit by Independent Secretarial Auditors M/s Mukesh Arora & Co Company Secretariesand their report in Form MR-3 is at Annexure D which forms part of this Report.
17. Vigil Mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company athttps://www.jaschindustries.com/Filings & Disclosures/Policies.
18. Risk management policy
A statement indicating business risks and the management policy to manage the risksforms part of Management Discussion & Analysis Report attached with Directors' Reportas Annexure F.
19. Annual Return
In accordance with the amended provisions of Section 92(3) of the Companies Act 2013a copy of Annual Return after the same has been filed with the Registrar of Companieswill be available at the website of the Company www.jaschindustries.com under the web-link"Filings & Disclosures".
20. Loans Guarantees and Investments
As required under Section 186 of the Companies Act 2013 full particulars of loans andguarantees given investments made and security provided during the year under Report arecontained in the accompanying financial statements
21. Related Party Transactions
On the recommendation of the Audit Committee the Board of Directors of the Company hasadopted a policy to regulate transactions between the Company and parties related to it.This Policy has been uploaded on the website of the Company at www.jaschindustries.comunder the link https://www.jaschindustries.com/Filings & Disclosures/Policies.
All the related party transactions that were entered during the financial year were onarm's length basis and were in the ordinary course of the business. The Audit Committeehad granted prior omnibus approval to certain related party transactions and the same weresubsequently placed before the Audit Committee on Quarterly basis for its approval ormodification as the case may be.
Disclosures pursuant to Section 188 of the Companies Act 2013 Regulation 34(3) ofListing Regulations and other applicable provisions of laws are enclosed in Form AOC-2 asAnnexure - E and also by way to Notes to Financial Statements which may be read as part ofthe Directors' Report.
There were no material related party transactions with the Company's PromotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company.
22. Corporate Governance Report & Certificate
The Company is committed to maintaining the highest standards of corporate governanceand adhering to the corporate governance requirements set out by SEBI. CorporateGovernance Report together with requisite certificate from the Independent StatutoryAuditors of the Company confirming compliance with the conditions of corporate governanceas stipulated under the Listing Regulations is attached and forms an integral part ofthis Report.
23. Management Discussion and Analysis Report
For Management Discussion & Analysis Report please refer to Annexure F whichforms a part of this Report.
24. Conservation of Energy Technology Absorption Foreign Exchange Earnings &Outgo
Information required under section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is given in the Annexure G to this report.
25. ISO and IATF Certification
The Company has ISO 9001:2015 certification for Quality Standards ISO 14001:2015certification for environmental management systems and IATF 16949:2016 certification forproviding improved quality products to automotive customers worldwide.
The Equity Shares of the Company are listed on the BSE Limited.
27. Other matters
Consequent upon registration of order of the jurisdictional Regional Director by thejurisdictional Registrar of Companies the place of Registered Office of the Company waschanged from the State of Haryana to Delhi and the address of the present RegisteredOffice of the Company w.e.f. 16-07-2021 is 502 Block-C NDM-2 N.S.P. Pitampura NewDelhi - 110 034.
28. Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act 2013 the Directors affirm that:
(i) In the preparation of the annual accounts the applicable accounting standards werefollowed along with proper explanation if any relating to material departures;
(ii) Appropriate accounting policies were selected and applied consistently andjudgments and estimates made were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2021 and of the profits ofthe Company for the year ended 31st March 2021;
(iii) Proper and sufficient care were taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The annual accounts were prepared on a going concern basis;
(v) Internal financial controls were laid down to be followed by the Company and suchinternal financial controls were adequate and were operating efficiently;
(vi) Proper systems had been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and were operating effectively.
Your directors wish to place on record their appreciation of the devoted servicesrendered by the workers the staff the executives of the Company the professionalsassociated with the Company and for the continued support from the shareholders thelenders and other stakeholders.
For & on behalf of the Board
|Place : Sonipat ||(J.K.GARG) |
|Date : 24-07-2021 ||Chairman |