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Jash Engineering Ltd.

BSE: 535019 Sector: Engineering
NSE: JASH ISIN Code: INE039O01011
BSE 05:30 | 01 Jan Jash Engineering Ltd
NSE 00:00 | 12 Aug 647.15






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Jash Engineering Ltd. (JASH) - Director Report

Company director report


The Members of


Your Directors have pleasure in presenting the 47th Directors' Report ofyour Company together with the Audited Statement of Accounts and the Auditors'Report ofyour company forthe financial year ended March 312021.


The financial statements of the Company are in accordance with the Indian AccountingStandard - IND AS and as per the provision of Section 133 of the Companies Act 2013 (the'Act') read with Companies (Accounts) Rules 2014 and amendments thereof. The standaloneand consolidated financial highlights of the Company for the financial year ended March31 2021 are summarized below:

(Rs. in Lacs)


Conso idated

Particulars 2020-21 2019-20 2020-21 2019-20
Sales and other Income 21937.63 21433.48 30228.96 28564.13
Expenditure other than financial charges and depreciation 17231.91 17121.74 24775.03 23974.06
Gross Profit before Interest Depreciation & Taxes 4705.72 4311.74 5453.93 4590.07
Less: Interest & Financial Charges 929.67 963.76 981.70 1033.50
Depreciation 565.14 517.60 855.38 782.22
Less: Earlier years adjustments - - - -
Net profit before tax for the year 3210.91 2830.38 3616.85 2774.35
Provisions for tax 441.03 648.67 564.98 764.67
Net Profit after Tax 2769.88 2181.71 3051.87 2009.67
Less: Other Comprehensive Income 38.05 44.72 44.99 52.89
Total Comprehensive Income 2731.83 2137.02 3096.86 1956.78
No. of Equity Shares 11836598 11836598 11836598 11836598
Equity Shares held In ESOP Trust 34570 - 34570 -
Earnings Per Share 23.40 18.43 25.78 16.98
Diluted EPS 23.35 18.43 25.73 16.98



Your company is involved in the business of design and manufacture of a wide range ofequipment for Water Intake Systems Water and Waste Water Pumping Stations and TreatmentPlants Storm Water Pumping Stations Water Transmission Lines Power Steel CementPaper & Pulp Petrochemicals Chemical Fertilizers and other process plants. Theseequipments are Water control gates Mechanized screening systems Screening conveying andwashing systems Knife gate valves Water hammer control valves Energy dissipatingvalves Archimedes screw pumps Micro hydro turbines Clarifiers Clariflocculators FlashMixers Degriters Aerators Thickeners Gravity Decanters Trickling Filters DigesterMixers DAF Units and solid handling valves. The company has added new product line ofDisc Filters and Air Vessels to augment its product offering.

Your company offers a single stop solution under one roof including Design CastingFabrication Assembly & Testing and provides the most varied range of these productsin largest possible sizes. To ensure this the company is continuously investing in itsmanufacturing capability as well as in development of new products & technologieseither on its own or through collaboration with suitable technology partners and leadersin the trade.

The company is a market leader in India for most of the products that it manufacturesand is also among the first 5 in the world in the Water control gates business. Variousbrands belonging to the company and its subsidiaries are approved and registered in mostof the countries and this ensures availability of wide export market for the company. Over59% of company revenue comes from sales outside India and the company aims to increasethis to nearly 65% in next 2 year's time so as to become a truly Indian Multinationalcompany with majority of revenue coming from outside India.



In the financial year 2020-21 the company achieved moderate growth in its consolidatedturnover as well as profit. The Consolidated total revenue of the Company for the year atRs. 30228.96 lacs (Rs. 3022.89 million) shows a growth of approximately 5.83% over theprevious year turnover of Rs. 28564.13 lacs (Rs. 2856.41 million). The Consolidated netprofit of the Company for the year was Rs. 3051.87 lacs (Rs. 305.18 million) as comparedto previous year net profit of Rs. 2009.68 lacs (Rs. 200.96 million) showing asignificant growth of approximately 51.86 % overthe previous year. The losses in the USsubsidiary have been significantly reduced as compared to last financial year and the USoperations have already become EBITDA positive. Reduction in losses and consequent returnto profitability will boost the net profits at the consolidated level in the coming years.

In the financial year 2020-21 the company achieved moderate growth in its standaloneturnover accompanied with significant improvement in profit. The standalone total revenueof the Company for the year at Rs.21937.63 lacs (Rs.2193.76 million) shows a growth ofapproximately 2.35% over the previous year turnover of Rs.21433.48 lacs (Rs.2143.34million). The net profit of the Company for the yearwas Rs. 2769.88 lacs (Rs. 276.98million) as compared to previous year net profit of Rs.2181.74 lacs (Rs.218.17million)showing a growth of approximately 27% over the previous year.

The standalone domestic sales of the Company during the year was Rs.12068.44 lacs(Rs.1206.68 million) as compared to previous year sales of Rs. 13420.13 lacs (Rs.1342.01 million) exhibiting a decrease of 10.01% overthe previous year. The standaloneexport sales of the Company during the year was Rs.9503.52 lacs (Rs.950.35 million) ascompared to previous year sales of Rs. 7142.77lacs(Rs.714.27 million) exhibiting anincrease of 33.05% overthe previous year.


The acquisition of Rodney Hunt's manufacturing facility in USA had resulted intoavailability of huge manufacturing infrastructure which was no more relevant for USoperations. The company had sold some of these machines in USA and some machines andequipment were earmarked for installation at its various plants in India. Heavy productionmachinery comprising CNC Water jet cutting CNC Plasma cutting CNC Lathe CNC Horizontalmachining centers CNC Horizontal boring milling machine CNC Plano-milling machine CNCFloor boring machine Air Compressor Fork lift etc. have been brought from Rodney Hunt'splant for installation in Unit 12 3 & 4. Some of these machines are already upgradedand taken in commercial production. Remaining machines are under upgradation and will betaken in production one by one in the financial year 2021-22. With the commencement ofproduction from all these machines the company's capabilities will significantly increaseand so will its production capacity.

A new manufacturing facility for machining assembly and testing of Cl gates having abuilt up area of 25000 sq. feet is being constructed at Unit 3 in SEZ Pithampur and thiswill greatly decouple the domestic and export production of Cl gates as well as Knife gatevalves enabling delivery improvement and capacity enhancement for both domestic as well asexport business. The construction activities suffered due to Covid related delays and as aresult the commissioning of the new manufacturing facility is now planned in Oct/Nov 2021.

The company has indigenously developed back raked screens for removing large sizedfloating wastes from water ways and canals.The development of back raked screens will helpus to bid for many new projects in Mumbai region where these screens are specified. Thisdevelopment strengthen the product offering of screening equipment product group and givesit all the product options as demanded by the market.

The company has entered into the business of Air vessels which are also used by someclients as an alternative to water hammer control valves made by the company.Manufacturing of air vessels will help the company to cater to the whole ecosphere ofwater hammer control system for transmission pipelines and not limit itself to only onetechnology option that it had earlier. This development will help its special purposevalves group to scale up its business significantly.



Shivpad Engineers Pvt. Ltd. is a wholly owned subsidiary of the Company operating inAmbattur Industrial Estate Chennai - 600058. Tamilnadu India. It is engaged in DesignManufacture and Supply of treatment process equipment for Water Treatment Waste WaterTreatment and Sewage Treatment Plants and also Chemical process Industry equipment relatedto solid - liquid separation viz. Milk of Lime preparation plant equipment Multi-deckClarifiers Rake & Screw Classifiers and other ancillary business.

In the financial year 2020-21 the company achieved growth in its turnover accompaniedwith significant improvement in profit. The total revenue of the Company for the year atRs. 1908.73 lacs (Rs. 190.87 million) shows a growth of approximately 5.89% over theprevious year turnover of Rs.1802.68 lacs (Rs. 180.26 million). The net profit of theCompany for the year was Rs.366.53 lacs (Rs. 36.65 million) as compared to previous yearnet profit of Rs.337.19 lacs (Rs.33.71 million) showing a growth of approximately 8.70%over the previous year.

The company continues to outperform its peers and is on track to become a major playerin Indian market with standalone sales in excess of Rs. 3500 lacs (Rs. 350 million) in 5years' time.


Rodney Hunt Inc is a SDS of JASH USA INC. operating in Houston Texas 77036 USA withits manufacturing facility in Orange Massachusetts. It is engaged in manufacturing widerange of water control gates and equipment for Water Intake Systems Water and Waste WaterPumping Stations and Treatment Plants Storm Water Pumping Stations WaterTransmissionLines and forvarious industries.

In the financial year 2020-21 the company achieved significant growth in its turnoveraccompanied with significant reduction in losses. The total revenue of the Company for theyear at USD 14.03 million (equivalent to Rs.10416.78 lacs/Rs. 1041.67 million) showed agrowth of approximately 21 % over the previous year turnover of USD 11.57 million(equivalent to Rs.8586.30 lacs/Rs. 858.63 million). The net loss of the Company for theyear was USD - 0.005 million (equivalent to Rs. - 4.24 lacs/Rs. - 0.42 million) ascompared to previous year net loss of USD - 0.47 million (equivalent to Rs. - 352.54lacs/Rs. - 35.25 million) showing a reduction of approximately 98.80% over the previousyear loss.

This is the 4th full year of the company post its acquisition and 2ndfull year of the operation of its acquired manufacturing facility. The reduction in theloss augers well for the company which is on its path to become a profit-making company inthe 5th year of its establishment.


Engineering and Manufacturing JASH Limited is a wholly owned marketing subsidiary ofthe Company operating in Tsimshatsui Kowloon Hong Kong. It is engaged in marketing ofScreening and Screening conveying equipment manufactured under E&M Jash Brand awell-established and approved brand with DSD Hongkong. The company has no employees andits products are made using Mahr Maschinenbau technology while manufacturing is done inJash Engineering facility at SEZ Pithampur.

In the financial year 2020-21 the company did not do any business and has reportedminor losses. The total revenue of the Company for the year was HKD 1238 as against theprevious year turnover of NIL. The net loss of the Company for the year was HKD -0.086million (equivalent to Rs. - 8.24 lacs/Rs. - 0.82 million) as compared to previous yearnet loss of HKD-0.12 million (equivalent to Rs. -11.86 lacs/Rs. -1.18 million).

Hongkong was in turmoil for most part of financial year 2020-21 because of Covidpandemic and this affected regular business activities.


Mahr Maschinenbau Ges.m.b.H is a wholly owned subsidiary of the Company operating inHagenbrunn Austria. It is now engaged in development of new technology for Screening andScreenings handling equipment and all its manufacturing activities have been closed down.

In the financial year 2020-21 the company achieved moderate reduction in its turnoveraccompanied with slight reduction in losses. The total revenue of the Company for the yearat EURO 0.27 million (equivalent to Rs.240.92 lacs/ Rs.24.09 million) shows an increase ofapproximately 79.21 % over the previous year turnover of EURO 0.15 million (equivalent toRs. 134.43 lacs/Rs. 13.44 million). The net profit of the Company for the year was of EURO0.06 million (equivalent to Rs.54.32 lacs/Rs. 5.43 million) as compared to previous yearnet loss of EURO - 0.11 million (equivalent to Rs.- 98.10 lacs/Rs. - 9.81 million) showinga reduction of approximately 155 % over the previous year loss.



India occupies 2 percent of the world's land area represents 16 percent of the worldpopulation and 15 percent of livestock whereas it has only 4 percent of the waterresources of the world.

Furthermore India ranks 133rd out of 180 nations for its water availability and 120thout of 122 nations for its water quality. It has been evaluated that 80 percent of India'ssurface is polluted which results in India losing US$ 6 billion every year due towater-related diseases. Challenges faced by the Indian water sector are due to increasingwater consumption and wastage in urban areas water-borne diseases industrial growthpolitical and regulatory disputes water cycle imbalances increasing irrigation andagricultural demand lack of technology etc. According to estimates India's water sectorrequires investment worth US$ 13 billion. Hence the potential of Indian water and wastewater industry is enormous.

However after the 2 waves of Covid 19 pandemic the central as well as stategovernments will be strapped for funds and this may affect funding on new projects as wellas smooth execution of ongoing projects. Nearly 41 % of our consolidated revenue is stillcoming from business within India and as a result some part of our growth could beaffected if higher percentage of Indian projects are affected by this crisis.


Investment in water waste water storm water desalination and in water reuseinfrastructure is going to increase all over the world. Due to changing climate situationdraughts and storms are becoming a big phenomenon worldwide. This will compel all thecountries to invest heavily in water resources and this will auger well for company as ithas products to address these concerns.

US administration has proposed $2 trillion climate plan that mentions a bucketful ofspending options to shore up America's built and natural infrastructure: drinking watersystems sewage treatment wetlands restoration levee repairs irrigation improvementsflood protection and cleanup of abandoned oil and gas wells. Climate has receivedtop-billing within the president's environmental agenda but water infrastructure andwater systems could also see their status lifted. The new administration and theDemocratic Congress is expected to uncork federal water spending that has been steady butflat in recent years. Before the inauguration a coalition of more than 200 westernirrigation districts and farming groups asked the incoming administration to prioritizewater storage conservation habitat restoration reuse and expanded financing optionsfor water infrastructure. If this actually sees the light of the day then the USoperations of the company can look forward to 5 years of solid growth from 2022-23onwards.

Everything looks positive internationally but Covidl 9 still remains an irritant tostable growth. The frequent waves have ensured that countries are frequently changingrules of working as well as travels and this results into slowdown of projects execution.Nearly 59 % of our consolidated revenue comes from business out of India and some part ofour growth could be affected if most of the countries where we have good business presenceand good order position are affected by this crisis.



The total order book position of the Company as on 1st August 2021 (Ordersin hand as on 1st April 2021 plus orders received till 31st July2021 less sales effected till 31st July end 2021) is Rs.31550 lacs (Rs.3155million). Adding orders received from Rodney Hunt USA and E&M Jash Hongkong formanufacturing of their products in India the total order book position becomes Rs.35461lacs (Rs.3546.1 million). Further orders worth Rs.2827 lacs (Rs.282.7 million) arealready negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2021 of approx Rs.3973lacs (Rs.397.3 million) the current order book position and expected order inflow we arelooking at overall year on year growth between 12 % to 16 % in the year2021-22.


The total order book position of the Company as on 1st August 2021 (Ordersin hand as on 1st April 2021 plus orders received till 31sl July2021 less sales effected till 31st July end 2021) is_Rs.2329 lacs (Rs. 232.9million). Further orders worth Rs.140 lacs (Rs.14 million) are already negotiated andexpected to be received within next two months.

On the basis of the sales achieved till 31st July 2021 of Rs.355 lacs(Rs.35.5 million) the current order book position and expected order inflow we arelooking at overall year on year growth between 10 % to 15 % in the year 2021 -22.


The total order book position of the Company as on 1st August 2021 (Ordersin hand as on 1st April 2021 plus orders received till 31st July2021 less sales effected till 31s1 July end 2021) is US$ 17.42 million (Rs.12966 lacs/Rs. 1296.6 million). Further orders worth approx. US$ 1.37 million (Rs.1020lacs/Rs. 102 million) are already negotiated and expected to be received within next twomonths.

On the basis of the sales achieved till 31st July 2021 of approx. US$3741million (Rs.2784 lacs/Rs.278.4 million) the current order book position and expectedorder inflow we are conservatively looking at overall year on year growth between 25 % to30 % in the year 2021 -22.


Order worth HKD 0.88 million (equivalent to Rs.84 lacs/Rs.8.4 million) is alreadynegotiated and is expected to be received within next two months.

Due to Covid19 pandemic No sales have been registered until 31st July 2021.However on the basis of current order book position and expected order inflow we arelooking at sales of HKD 3.57 million (equivalent to Rs.342 lacs/Rs. 34.2 million) in theyear 2021-22.


It was earlier decided to close down the company in Austria and merge it with JashEngineering Ltd. India. Howeverthis decision has been changed recently and the companyshall remain in operation. Mr. Gernot Mahr will continue to assist the company inmarketing and development activities.


The consolidated order book position of the Company as on 1s1 August 2021(Orders in hand as on 1st April 2021 plus orders received till 31stJuly 2021 less sales effected till 31st July end 2021) is_Rs.46845 lacs(Rs.4684.5 million). Further orders worth Rs.4329 lacs (Rs.432.9 million) are alreadynegotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2021 of approx. Rs.6000lacs (Rs. 600 million) the current order book position and expected order inflow we arelooking at overall year on year growth between 15 % to 20 % in the year 2021- 22 onconsolidated basis.

While arriving at these growth figures we have assumed that the worst is over for us inrelation to Covid 19 pandemic and that ouroperations across various plants shall not befurther affected by this fromAugust 2021 onwards.



Financial year 2021-22 shall be the turnaround year for Rodney Hunt with 25-30% growthand company becoming profitable. The company expects to achieve sales in excess of US$ 18million in the year 2021-22 and this will enable us to become one of the 4 major playersin the USA market in the water control gates business and establish Rodney Hunt as aserious contender in the market.

With profitable operations it would be possible for the company to bid for largerprojects where contract performance bond is required to be given. This should further helpthe company push up sales in USA. A stronger company will also instill confidence inclients and will also draw better representatives to work for the company. The company isquite confident of continuing on this path of growth in future and reach the top positiononce again by achieving sales in excess of US$ 30 million in 4 years' time.


The current investment in upgradation of facilities in Unit 1 and 2 will be completedby Sept 2021. The investment in new manufacturing facility at SEZ Unit 3 shall also becompleted by Oct 2021.

After completion of this phase of investment the company intends to start investment onbuilding a new manufacturing facility of about 25000 sq feet at Unit 2 where allstainless steel products assembly and testing will be re-located. This will increase thearea available for carbon steel products in the current facility. This work will bestarted in Dec 2021 and completed by Oct 2022. The company also intends to build up aguest house for varied company guests government inspection authorities visiting companyfor product inspection auditors coming from outside the city for audit purposes and tohold various company functions. The work on this too will be started in Dec 2021 andcompleted by Dec 2022. All these will require an investment of about Rs.12 crores and samewill be funded through debt and from internal resources.


The company has already started working on SAP in year 2020-21 and in the current yearwith improved exposure and experience the company expects to achieve improved reportingand efficiency in operations.


The company has a policy of adding new products every year with a view to improve itsproduct portfolio and maintain its leadership position in India. Last year the companystarted work on following products and in the year 2021-22 these products are expected tocome to commercial production stage.


The company had already tied up with Invent Germany for manufacture of Disc Filters inIndia. The first protype machine for demonstration purpose which was dispatched fromGermany has been installed in the company's own Sewage treatment plant. Our engineers arenow understanding the technology as well as operational and maintenance issues. Thecompany has already received its first order for these machines and shall majorly producethese indigenously within 2021-22. The company has already started the process of seekingbrand approval for this product and has already got approval in many cities. The companyexpects approval in over 15 cities before the end of 2021 -22 and thereafter increaseproduction to 10-15 machines in 2022-23.


The upgraded version of the old back raking screen now developed in Austria wasmanufactured and operationally tested in India. This model still needs some furtherimprovements to reduce cost and improve performance. This work will be done in 2021-22 sothat by end of the year we have the finished product ready for commercial production.


Your company involved in an initiative which results to positive engagement ofpersonnel on the plant at every level with regard to safety two key areas of focus wereidentified namely facility Management for the employees and Equipment Tools &Material Management. The Facility management initiative was implemented to ensure adequatewelfare facilities for labor such as washrooms with bathing facilities rest roomsavailability of drinking water etc. The Equipment Tools & Material Management Programensured that the tools used by them were safe. The process of screening was aligned withthe Company's objectives to ensure 'Zero Harm'. The Company has complied with allapplicable environmental and labour laws.


As on 31st March 2021 Your Company having following companies as wholly ownedsubsidiaries. Further your company is not a subsidiary associate or joint venture of anyother company as during the period under review: -

S. No. Name of the Company Status as on 1st April 2020 Any change in status Status as on 31st March 2021
1 Shivpad Engineers Pvt. Ltd. Wholly Owned Subsidiary - Wholly Owned Subsidiary
2 Jash USA Inc. USA Wholly Owned Subsidiary - Wholly Owned Subsidiary
- Rodney Hunt Inc. USA
(SDS of Jash USA Inc. USA)
3 Mahr Maschinenbau Ges. mbH Wholly Owned Subsidiary Wholly Owned Subsidiary
4 Engineering and Manufacturing Jash Limited Wholly Owned Subsidiary - Wholly Owned Subsidiary

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 your Companyhas prepared Consolidated Financial Statements of your Company which is forming part ofthis Annual Report. Further a Statement containing salient features of financialinformation of the wholly owned subsidiaries is disclosed in the prescribed format AOC-1pursuant to Section 129(3) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 is annexed to this Report asAnnexure-A.

In accordance with the provisions of Section 136 of the Companies Act 2013 theAudited Financial Statements the Consolidated Financial Statements and the relatedinformation of the Company and the Audited Accounts of the Subsidiary Company areavailable on our website i.e.


Management Discussion and Analysis forms an integral part of this report and is annexedas Annexure- B which gives details of the overall industry structure economicdevelopments performance and state of affairs of the Company's various businesses


Board of Directors of the Company on its meeting held on 23/06/2021 recommendedsubject to approval of shareholders a final dividend of 32% on Face Value of fully paidup Shares i.e. Rs. 3.20/- per share of Rs. 10/-each for the Financial Year 2020-21. Theaggregate amount of final dividend is Rs. 379.88 Lacs/-.


During the year under review there were changes in the Paid up share capital of theCompany due to allotment of 34570 Equity Shares of Rs. 10/- each under Jash EngineeringEmployee Stock Option Scheme 2019 ("JASH Scheme 2019"). The brief detailsof paid up Equity Share Capital of the Company on year end are as follows:


As at 31st March 2020

Increase in Paid up Share Capital

As at 31st March 2021

Number of Shares (Rs.) Number of Shares (Rs.) Number of Shares (Rs.)
Paid up Equity Share Capital of Rs. 10 each 11836598 118365980/- 34570 345700/- 11871168 118711680/-


For the Financial year ended 31st March 2021 Your Company has nottransferred any amount to General Reserve out of profit available for appropriation.



During the year under review there were no changes occurred in the position ofDirectors/KMPs of the Company. In compliance with the provisions of Sections 149152 readwith Schedule IV and all other applicable provisions of the Companies Act 2013 and theCompanies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modification(s) or reenactment thereof for the time being in force) and SEBI(LODR) Regulation 2015 the composition of Board of Directors and Key Managerial Personnelare as follows: -

Sr. No. Name of the Director DIN Designation
1. Mr. Pratik Patel 00780920 Chairman & Managing Director
2. Mr. Suresh Patel 00012072 Executive Director
3. Mr. Axel Schutte 02591276 Non-Executive Director
4. Mr. Brij Mohan Maheshwari 00022080 Independent Director
5. Mr. Sunil Kumar Choksi 00155078 Independent Director
6. Ms. Sunita Kishnani 06924681 Independent Director
7. Mr. Durgalal Tuljaram Manwani 07114081 Independent Director
8. Mr. Vishwapati Trivedi 00158435 Independent Director

Board Independence

Our definition of 'Independence' of Directors or Regulation is derived from Regulation16 of SEBI (LODR) Regulations 2015 and Section 149(6) of the Companies Act 2013. TheCompany comprised total 8 directors as on 31st March 2021 in the Board out ofthem the following directors are independent directors;

1. Mr. Durgalal Tuljaram Manwani

2. Mr. Sunil Kumar Choksi

3. Mr. Brij Mohan Maheshwari

4. Ms. Sunita Kishnani

5. Mr. Vishwapati Trivedi

Declaration and Re-appointment of Independent Director:

All the Independent Directors have given their declaration of Independence stating thatthey meet the criteria of independence as prescribed under section 149(6) of the CompaniesAct 2013. Further that the Board is of the opinion that all the independent directorsfulfill the criteria as laid down under the Companies Act 2013 and the SEBI (LODR)Regulations 2015 during the year 2020-21. Further as per provisions of the CompaniesAct 2013 Independent Directors were appointed for a term of 5 (five) consecutive yearsbut shall be eligible for re-appointment by passing of a special resolution by the Companyand shall not be liable to retire by rotation.

Directors liable to retire by rotation seeking re-appointment:

Mr. Axel Schutte (DIN: 02591276). Directors of the company are liable to retire byrotation at the ensuing annual general meeting and being eligible offers themselves forre-appointment. Your directors recommend passing necessary resolution as proposed in theItem No. 4 of the Notice.

The Company also consists of the following Key Managerial Personnel:

1. Mr. Dharmendra Jain CFO
2. Mr. Tushar Kharpade Company Secretary

Changes in Directors and Key Managerial Personnel

During the year under review there has been no change in Directors and Key ManagerialPersonnel of the Company.


The Board meets at regular intervals to discuss and decide on Company/business policyand strategy apart from other Board business. Four meetings of the Board were held duringthe year under review. For details of meetings of the Board please refer to the CorporateGovernance Report which is a part of this report.


Your Company has constituted the Committee(s) as mandated underthe provisions of theAct and Listing Regulations. Currently there are five committees of the Board namely:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

- Corporate Social Responsibility Committee

• Executive & Borrowing Committee

The details of Board Committees are prescribed in Annexure-C of Board Report.


The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) is annexed with the Report as Annexure-D and isuploaded on company's website


Our Company has conducted an Annual Performance Evaluation for all Board Members aswell as the working of the Board and its Committees. This evaluation was led with specificfocus on performance and effective functioning of the Board. The Board evaluationframework has been designed in compliance with the requirements underthe Companies Act2013 and the Listing Regulations. In a separate meeting of Independent Directorsperformance of Non- Independent Directors performance of the Board as a whole wasevaluated taking into account the views of the Executive Directors and Non-ExecutiveDirectors. The same was discussed in the Board Meeting that followed the meeting of theIndependent Directors at which the performance of the Board its committees andindividual Directors was also discussed.

The following are some of the broad issues that are considered in performanceevaluation:

Evaluation of the Board was based on criteria such as composition and role of theBoard Board communication and relationships functioning of Board Committees review ofperformance of Executive Directors succession planning strategic planning etc.

Evaluation of Committees was based on criteria such as adequate independence of eachCommittee frequency of meetings and time allocated for discussions at meetingsfunctioning of Board Committees and effectiveness of its advice/recommendation to theBoard etc.

Evaluation of Directors was based on criteria such as participation and contribution inBoard and Committee meetings representation of shareholders interest and enhancingshareholding value experience and expertise to provide feedback and guidance to topmanagement on business strategy governance risk and understanding of the organization'sstrategy etc.

The outcome of the Board Evaluation for the financial year 2020-21 was discussed by theBoard and on the basis of such discussion Board analysis the result of actions taken byBoard for improving Board effectiveness based on feedback received in the previous year.Further the Board also noted areas on which Board requires more focus for the futureBoard efficiency.


Regulation 17(5) of the SEBI (LODR) Regulations 2015 requires listed companies to laydown a Code of Conduct for its directors and senior management incorporating duties ofdirectors as laid down in the Companies Act 2013. The Company has adopted a Code ofConduct for all Directors and Senior Management of the Company and same has been hosted onthe website of the


Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a. In the preparation of the annual accounts forthe year ended March 31st 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31st 2021 and of the profitof the Company forthe year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a 'going concern' basis;

e. The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.


Given the nature of business and size of operations Your Company's Internal ControlSystem has been designed to provide for:

• Accurate recording of transactions with internal checks and prompt reporting.

• Adherence to applicable Accounting Standards and Policies.

• Compliance with applicable statutes policies and management policies andprocedures.

• Effective use of resources and safeguarding of assets.

The Internal Control System provides for well documented policies/guidelinesauthorizations and approval procedures. Your Company through its Internal Auditors M/s.Mahesh C Solanki & Co Chartered Accountants engaged as Internal auditors forthefinancial year 2020-21 carried out periodic audits at all locations and functions based onthe plan approved by the Audit Committee and brought out any deviation to Internal Controlprocedures. The observations arising out of the audit are periodically reviewed andcompliance ensured.

The summary of the Internal Audit observations and status of implementation aresubmitted to the Audit Committee. The status of implementation of the recommendations isreviewed by the Audit Committee on a regular basis and concerns if any are reported tothe Board.

Your Company as perthe requirement of the Section 143 (3) (i) has carried outextensive testing of the internal financial controls in the Company which has also beenduly audited by the Statutory Auditors of the Company and which have been found to beadequate and satisfactory.


Your company continues to place greater emphasis on managing its affairs withdiligence transparency responsibility and accountability and is committed to adoptingand adhering to best corporate governance practices.

The Company has a strong legacy of fair transparent and ethical governance practicesand it is believed that good Corporate Governance is essential for achieving long termcorporate goals and to enhance stakeholders' value. Your Company implements CorporateGovernance through robust board governance processes internal control systems andprocesses and strong audit mechanisms. However the provisions of Regulation 15 of SEBI(Listing obligations and Disclosure Requirements) Regulations 2015 providing a separatereport on corporate governance under Regulation 34(3) read with para C of Schedule V areset out in theAnnexureCto this report.



M/s Walker Chandiok & Co LLP Chartered Accountants (Firm Registration No.001076N/N500013) the Statutory Auditors were reappointed for a term of 5 years at AnnualGeneral Meeting of the Company held on 30th Sept. 2017 and they have confirmed theireligibility under Section 141(3)(g) of the Companies Act 2013 and the rules framedhereunder for ratification by the Members for appointment as Statutory Auditors of theCompany for Financial Year 2020-21. As required under Regulation 33(d) of the SEBI (LODR)Regulation 2015 the auditor has also confirmed that they hold a valid certificate issuedby the Peer Review Board of the Institute of Chartered Accountants of India.

There are no qualifications reservations or adverse remarks made by M/s WalkerChandiok & Co LLP Statutory Auditors in their report prescribed in this AnnualReport for the financial year ended March 31 2021.


Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Ankit Joshi Practicing Company Secretaries to conduct Secretarial Audit ofthe Company. The Report of the Secretarial Audit in Form MR-3 for the financial year endedMarch 312021 is enclosed asAnnexure-Eto Board Report.

The Secretarial Audit Report for the year 2020-21 is self-explanatory except thefollowing comments made and the management submits their comments:

1. Some Forms under Companies Act 2013 were filed by the Company after prescribedtimeline along with the adequate additional filing fees.

Management Response to Point No. (1): Your Company is law abiding entity and filed thenecessary forms & returns with the authorities. The management is hopeful andcommitted to their level best to streamline the same in future. There was some delay infiling of the particulars forms and has already complied with the same and has paidadditional fees as prescribed.

2. Pursuant to Section 135 of the Companies Act 2013 read with applicable rulesCompany was required to spend CSR Contribution of Rs.30.08 Lacs during the financial year2020-21 however the Company has spent Rs. 29.36 Lacs only during the year 2020-2021.

Management Response to Point No (2): The company has contributed Rs. 29.36 lacs duringthe year towards CSR initiatives. Management transferred the balance amount to SeparateBank Account for Multi Year Project as identified by the CSR Committee.


Pursuant to the provision of Section 148 of the Companies Act 2013 pertaining to auditof cost records is applicable to the Company. The Board has appointed M/s M.P. Turakhia& Associates Cost Accountant to audit the cost records of your company for thefinancial year 2020-21.


Pursuant to the provisions of Section 138 of the Companies Act 2013and rule thereunderand regulation 18(3) of SEBI LODR and based on the recommendations of Audit Committeeyour Board have reappointed M/s. Mahesh C. Solanki & Co. (FRN 006228C) CharteredAccountants Indore as Internal Auditor of the Company to conduct the Internal Audit ofthe Company for the FY 2020-21. The Internal Auditors reports directly to the AuditCommittee and make comprehensive presentations at the Audit Committee meeting(s) on theInternal Audit Report.

Your Board has reappointed M/s. Mahesh C. Solanki & Co. (FRN 006228C) CharteredAccountants Indore as Internal Auditor of the Company fortheFY2021-22.


As per the Provisions of the SEBI (LODR) Regulations 2015 entered into with the stockexchanges corporate governance report with auditor's certificate thereon and managementdiscussion and analysis are attached which form part of this report.

Details of the familiarization programme of the independent directors are available onthe website of the Company.


The Company continues to focus on judicious management of its working capitalreceivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.


Your Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 and there were no remaining unclaimed deposits as on 31st March 2021. Further theCompany has not accepted any deposit or loans in contravention of the provisions of theChapter V of the Companies Act 2013 and the Rules made there under.

S. No. Particulars Amount in Rs.
1 Details of Deposits accepted during the year NIL
2 Deposits remaining unpaid or unclaimed at the end of the year NIL
3 Default in repayment of deposits N.A.
At the beginning of the year
Maximum during the year
At the end of the year
4 Deposits not in compliance with law N.A.
5 NCLT/ NCLAT orders w.r.t. depositors for extension of time and penalty imposed N.A.

Further your company has filed form DPT-3 for the Annual compliance as at 31st March2021 for the amount received by the company which is not under the purview of section 73of the Companies Act 2013 read with Companies (Acceptance of Deposit) rules 2014 asamended from time to time.


Attracting enabling and retaining talent have been the cornerstone of the HumanResource function and the results underscore the important role that human capital playsin critical strategic activities such as growth. A robust Talent Acquisition systemenables the Company to balance unpredictable business demands with a predictable resourcesupply through organic and inorganic growth.

The re-imagined focus on competency building of fresh recruits prior to joining throughunique digital Initial Learning Program approach has enabled faster release of freshers toprojects. Post-offer engagement activities have also witnessed increased focus. Continualpursuit to connect with associates on a regular basis communicate in an open andtransparent manner progressive HR policies. This is evident from the high retention ratesand improved engagement levels of the associates.


The Company has complied in respect of loan and guarantees and investment pursuant toSection 186 of the Companies Act 2013.


All Related Party Transactions that were entered into during the Financial Year 2020-21were on Arm's Length Basis and were in the Ordinary Course of business. There are nomaterially significant Related Party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. All Related Party Transactions wereapproved by the Audit Committee on omnibus basis or otherwise and the Board. Thetransactions entered into by the company are audited. The Company has developed RelatedParty Transactions Policy Standard Operating Procedures for purpose of identification andmonitoring of such transactions. The information forthe Related Party Transactions hasbeen given in AOC-2 as Annexure-F. The RPT Policy as approved by the Board is available onthe Company's website


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith asAnnexure-G.


The Company has developed and implemented Corporate Social Responsibility initiativesas the said provisions are applicable in view of the profits and turnover of the companyyour Company was required to undertake CSR projects during the year 2020-21 under theprovisions of section 135 of the Companies Act 2013 and the rules made their under. Aspart of its initiatives under "Corporate Social Responsibility (CSR)" theCompany has undertaken activities which are in accordance with CSR Policy of the Companyand Schedule VII of the Companies Act 2013.The Annual Report on CSR activities is annexedherewith asAnnexure-H.


The Annual Return of the Company as on March 312021 is available on the Company'swebsite and can be accessed at https://drive.qooale.eom/file/d/13B0DRyzeAtFaAfNlpdzTfa9rlA-s3uB/view?usp=sharina


Company's Board of Directors decided to withdraw from the process of Liquidation ofWholly Owned Subsidiary MAHR MASCHINENBAU GES. MBH (WOS) AUSTRIA in view of change inbusiness strategy for MAHR products in Europe and USA.


Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. A formal enterprise wide approach to Risk Management is being adopted by theCompany and key risks will now be managed within a unitary framework. As a formalroll-out all business divisions and corporate functions will embrace Risk ManagementPolicy and Guidelines and make use of these in their decision making. Key business risksand their mitigation are considered in the annual/strategic business plans and in periodicmanagement reviews. The risk management process in our multibusiness multi-siteoperations over the period of time will become embedded into the Company's businesssystems and processes such that our responses to risks remain current and dynamic.

The Audit Committee has been designated by the Board for reviewing the adequacy of therisk management framework of the Company the key risks associated with the businesses ofthe Company and the measures are taken in place to minimize the same and thereafter thedetails are presented to and discussed at the Board meeting.


The Company's Board of Directors pursuant to the provisions of Section 177(9) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014 has framed 'Vigil Mechanism Policy' for Directors and employees of theCompany. The policy is to provide a mechanism which ensures adequate safeguards toemployees and Directors from any victimisation on raising of concerns of any violations oflegal or regulatory requirements incorrect or misrepresentation of any financialstatements and reports and so on. The Vigil Mechanism Policy is hosted on the Company'swebsite


The Company has constituted the Internal Committee under the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 headedby the women employee of the Company. There is no complaint received during the year andpending at the ended financial year under provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

Category No. of complaints pending at the beginning of F.Y. 2020 -21 No. of complaints filed during the F.Y. 2020 -21 No. of complaints pending as at the end of F.Y. 2020 -21
Sexual Harassment



There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.


Except that as stated in the relevant places the material changes developmentregarding project which is ongoing from the 31st March 2021 till the date of the BoardReports there are no material changes which may affect the financial position of theCompany.


Pursuant to provision of section 197(12) of Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thedetails of employees given in Annexure-I. During the year none of the employees receivedremuneration in excess of Rs. One Crore and two lacs or more per annum in accordance withthe provisions of Section 197 of the Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014. Therefore there is no informationto disclose in terms of the provisions of the Companies Act 2013.


In the present competitive economic environment in the country and in the long-terminterests of the Company and its shareholders it is necessary that the Company adoptssuitable measures for attracting and retaining qualified talented and competentpersonnel. An employee stock option scheme designed to foster a sense of ownership andbelonging amongst personnel is a well-accepted approach to this end. It is thereforeappropriate to consider an Employee Stock Option Scheme for the employees of the Companyand/or subsidiary company(ies) whether working in India or abroad. The Nomination andRemuneration Committee inter alia administers and monitors the Company's employees' stockoption scheme (ESOP Scheme) in accordance with the applicable SEBI (Share Based EmployeeBenefits) Regulations 2014 (SEBI SBEB).

Company alloted 34570 Equity shares to the eligible Employees under Jash EngineeringEmployee Stock Option Scheme 2019" (JASH ESOP Scheme 2019). The Scheme is operatedthrough demat mode only. JASH ESOP Scheme 2019 is administered by the CompensationCommittee (NRC Committee) through JASH Group Employee ESOP Trust. The details on Optionsgranted exercised and lapsed during the financial year 2020-21 and other particulars asrequired under the Act read with its rules and SEBI (Share Based Employee Benefits)Regulations 2014 with regard to Employees' Stock Options are enclosed herewithasAnnexure-Jto this Report and also available on the website of the Company i.e.


During the year under review your Company enjoyed cordial relationship with workers andemployees at all levels.


In view of SEBI (Prohibition of Insider Trading) Regulation 2015 the Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan pre-clearance for dealing in the Company's shares andprohibition the purchase or sale of Company shares by the Directors and the designatedemployee


In terms of the provisions of Section 134(3)(C)(a) of the Companies Act 2013 therewere no frauds committed against the Company and persons who are reportable under section141 (12) by the Auditors to the Central Government. Also there were no non-reportablefrauds during the Financial Year 2020-21.


Pursuant to the provisions of the Companies Act 2013 read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 (‘‘the Rules")notified by the Ministry of Corporate Affairs. All unpaid or unclaimed dividend arerequired to be transferred by the company to the IEPF established by the Government ofIndia after the completion of seven years.

During the year under review company has not liable to transfer any amount relatesunclaimed and unpaid dividends to the I EPF Authority for the year2020-21 as pertherequirement of the said IEPF rules.


The statements made in this Report and Management Discussion and Analysis Reportrelating to the Company's objectives projections outlook expectations and others may be"forward looking statements" within the meaning of applicable laws andregulations. Actual results may differ from expectations those expressed or implied. Somefactors could make difference to the Company's operations that may be due to change ingovernment policies global market conditions foreign exchange fluctuations naturaldisasters etc.


During the year under review there was no change in the nature of business of thecompany.


• Your Company has complied with the applicable Secretarial Standards relating to'Meetings of the Board of Directors' and 'General Meetings' during the year.

• There are no proceedings initiated/pending against your Company under theInsolvency and Bankruptcy Code 2016 which materially impact the business of the Company.


Your Directors acknowledge the dedication and commitment of your company's employees tothe growth of your company and their unstinted support has been integral to your company'songoing success. Your Directors appreciate support of State Bank of India HDFC BankLimited SIDBI Bajaj Finance Ltd. Axis Bank Limited and various government agenciescustomers suppliers throughout the year for their support and confidence shown in themanagement of the company. The Directors also gratefully acknowledge support of the NSEShare Transfer Agent and other intermediaries of the Public Issue of the Company and alsoto all stakeholders of the Company viz. customers members dealers vendors and otherbusiness partners for the excellent support received from them during the year.

For and on behalf of Board of Directors of
Jash Engineering Limited
Date : 13 August 2021 Sd/- Sd/-
Place: Indore Pratik Patel Suresh Patel
Chairman & Managing Director Executive director
DIN - 00780920 DIN:00012072