To the Members
Your Directors have pleasure in submitting the 34th Annual Report togetherwith Audited Financial Statements for the year ended March 31 2020.
|Particulars ||2019-20 ||2018-19 |
|Revenue from operations ||66300.42 ||85493.16 |
|Total expenditure ||67130.22 ||85204.41 |
|Other Income ||1001.76 ||978.24 |
|Profit before interest depreciation amortization and tax ||3848.05 ||4465.93 |
|Finance cost ||1733.83 ||1605.60 |
|Profit before depreciation amortization and tax ||2114.22 ||2860.33 |
|Depreciation and amortization ||1942.26 ||1593.34 |
|Profit/(loss) before tax ||171.96 ||1266.99 |
|Tax expenses (net) ||(91.62) ||112.75 |
|Profit/(loss) after tax ||263.58 ||1154.24 |
|Other comprehensive income/(loss) ||1.84 ||(35.88) |
|Total Other comprehensive income/(loss) for the year ||265.42 ||1118.36 |
In the last month of FY 2019-20 the Novel Coronavirus disease ('COVID-19') pandemicdeveloped rapidly into a global crisis forcing governments to enforce lock-downs of alleconomic activity. In enforcing social distancing to control the spread of the disease andensuring the health and well-being of all employees the Company's manufacturingfacilities and office operations were closed as and when declared by the concernedgovernment authorities. While the lockdowns and restrictions imposed on various activitieswere necessary to control the spread of COVID-19 it has impacted the business operationsof the Company. Consequently revenues and profitability have been adversely affected inline with the industry. The Company is quite confident that the demand situation will pickup progressively. However the Company has readiness to adapt to the changing businessenvironment and respond suitably to fulfil the needs of its customers.
During the year under review Company earned total revenue of Rs. 66300.42 Lakhs ascompared to Rs. 85493.16 Lakhs during the preceding year. Profit before Tax Rs. 171.96Lakhs as compared to Rs. 1266.99 Lakhs. Profit after Tax for the year was at Rs. 263.58Lakhs as compared to Rs. 1154.24 Lakhs during the preceding year.
Earnings before Interest Depreciation and Taxes (EBIDTA) is Rs. 3848.05 Lakhs ascompared to Rs.4465.93 Lakhs during the preceding year.
The operational performance of the Company has been comprehensively covered in theManagement Discussion and Analysis Report.
REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review the Company had a subsidiary named as Apoyo InternationalPTE. LTD. at Singapore which has been strike off since March 9 2020. No other company hasbecome or ceased to be a subsidiary associate or joint venture of the Company during theyear.
DIVIDEND AND RESERVE
The Director of your Company has not recommended any dividend for the financial yearended March 31 2020 (Previous year Rs. 3.00 per share). Your Company has not transferredany amount of Profit and Loss Account to any Reserve.
CHANGE IN NATURE OF BUSINESS
During Financial Year 2019-20 there was no change in the nature of Company's business.
A report on corporate governance together with the Certificate from the Company'sAuditors confirming compliance with corporate governance norms as stipulated under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this report.
The Company is in compliance with all applicable Secretarial Standards as issued by theInstitute of Company Secretaries of India.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management's Discussion and Analysis Report on performance state of affairs of thecompany risk management system industry trends and other material changes andcommitments if any affecting the financial position of the company forms an integralpart of the Annual Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Director Retire by Rotation
Mrs. Vandana Minda Director retire by rotation at the ensuing Annual General Meetingand being eligible offer herself for re-appointment.
The brief details of Mrs. Vandana Minda being recommended for appointment /re-appointment are contained in the Notice convening the ensuing Annual General Meeting ofthe Company.
There is no other change in the Composition of the Board of Directors.
Key Managerial Personnel
Mr. Jaideo Prasad Minda Executive Chairman Mr. Ashwani Minda Managing Director &Chief Executive Officer Mr. Lalit Choudhary Chief Financial Officer and Mr. AmitKithania Sr. Manager Finance & Company Secretary are the Key Managerial Personnel ofthe Company in accordance with the provisions of Section 203 of the Companies Act 2013and rules made thereunder.
There was no other change in the Key Managerial Personnel of the company.
DECLARATION FROM INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed in the Act and the ListingRegulations.
In the opinion of the Board Independent Directors fulfil the conditions specified inthe Act Rules made thereunder and Listing Regulations and are independent of themanagement.
During the year under review four meetings of the Board of Directors were held. Fordetails of these Board meetings please refer to the section on Corporate Governance ofthis annual report.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes and other matters are available on thewebsite http://jpmgroup.co.in/ document/rp.pdf of the Company.
AUDITORS AND AUDITORS' REPORT Statutory Auditors
M/s. S S Kothari Mehta and Company Chartered Accountants is the Statutory Auditors ofthe Company appointed by the Shareholders in their Annual General Meeting (AGM) held onSeptember 29 2017 for a term of 5 (five) consecutive years.
The Auditors'Report for the year under review read together with Annexures do notcontain any qualification reservation or adverse remark and do not call for anyexplanation/clarification.
M/s. RSM & Co. Company Secretaries were appointed to conduct secretarial audit ofyour Company for the Financial Year 2019-20.
The Secretarial Audit Report for the financial year ended March 31 2020 is annexed as ANNEXURE- I and form integral part of this report and do not contain any qualificationreservation or adverse remark and do not call for any explanation/clarification.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 134 Companies Act2013 which is to the best of their knowledge and belief and according to the informationand explanations obtained by them confirm that:
a) in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been adhered along with proper explanationrelating to material departures;
b) appropriate accounting policies have been considered and applied consistently andjudgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs as at March 31 2020 and of the profit and lossof your Company for the financial year ended March 31 2020;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of your Company and for preventing and detecting fraud and otherirregularities;
d) the annual accounts for the financial year ended March 31 2020 have been preparedon a going concern basis;
e) proper Internal Financial Controls laid by them were followed by the Company andthat such Internal Financial Controls are adequate and were operating effectively; and
f) that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The adequacy of Internal Financial Controls is discussed in Management Discussion andAnalysis as stipulated under the Listing Regulations with the Stock Exchanges whichforms part of this Report.
INSIDER TRADING CODE
The Company has instituted a comprehensive code of conduct in compliance with the SEBIregulations on prevention of insider trading. The code lays down guidelines which adviseon procedures to be followed and disclosures to be made while dealing in shares of theCompany and cautions on the consequences of non-compliances.
CHANGES IN CAPITAL
During the financial year 2019-20 there was no change in the Capital of the Company.
LISTING OF SECURITIES
Your Company's Equity Shares are currently listed with BSE Limited. The Company haspaid the listing fees to BSE for the financial year 2020-21.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review no amount is due to transfer into the Investor Educationand Protection Fund (IEPF) Authority of the Central Government of India. As on March 312020 total shares lying in the demat account of IEPF Authority was 43312.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as ANNEXURE - II and form integral part of this report.
During the year under review your Company has neither invited nor accepted anydeposits from Public.
LOANS GUARANTEES OR INVESTMENTS
The Company has not granted any loans or provided any guarantees or security to theparties covered under Section 185 of the Act. The Company has complied with the provisionsof Section 186 of the Act in respect of investments made or loans or guarantee or securityprovided to the parties covered under Section 186.
RELATED PARTIES TRANSACTIONS
The Board of Directors has formulated a Related Party Transaction Policy fordetermining material related party transactions. The Related Party Transaction Policy isavailable on the website of the Company at http:// jpmgroup.co.in/jay ushin.htm. Astatement of all particulars of Contracts or Arrangements with related parties referred toin Section 188(1) of the Companies Act 2013 is annexed as Annexure - III andforms integral part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in ANNEXURE - IV of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.
For other details regarding the CSR Committee please refer to the Corporate GovernanceReport which is a part of this report. The policy is available onhttp://jpmgroup.co.in/document/csrp.pdf
ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
A formal evaluation of the performance of the Board it's Committees the Chairman andthe individual Directors was carried out for financial year 2019-20. The Board undertookthe process of evaluation through discussions and made an oral assessment led by theChairman of the Nomination and Remuneration Committee of its functioning as collectivebody.
In addition there were opportunities for Independent Directors Committees to interactwith each other and the Chairman in assisting the Board in realising its role of strategicsupervision of the functioning of the Company in pursuit of its purpose and goals.
While the Board evaluated its performance against the parameters laid down by theNomination & Remuneration Committee the evaluation of individual Directors wascarried out anonymously in order to ensure objectivity. Reports on functioning ofCommittees were orally placed before the Board by the Committee Chairman.
ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with Ind-AS notified underthe Companies (Indian Accounting Standards) Rules 2015.
The Composition of Audit Committee of the Company is described in Corporate GovernanceReport as stipulated under Listing Regulations which forms part of this Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism and a Whistle blower Policy in place to enable itsDirectors employees and its stakeholders to report their concerns if any. The saidPolicy provides for (a) adequate safeguards against victimisation of persons who use theVigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of theBoard of the Company.
The Company believes in the conduct of the affairs of its constituents by adopting thehighest standards of professionalism honesty integrity and ethical behaviour in linewith the Code of Conduct ('Code'). All the stakeholders are encouraged to raise theirconcerns or make disclosures on being aware of any potential or actual violation of theCode policies or the law.
Details of the Vigil Mechanism and Whistle blower policy are made available on theCompany's website at http://jpmgroup.co.in/jay ushin.htm.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant material orders were passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments that affect the financial position ofthe Company subsequent to the date of financial statement. Further it is hereby confirmedthat there has been no change in the nature of business of the Company.
After the end of the financial year the following material events have occurred:
Minebea Mitsumi Inc. ("Acquirer") together with U-shin ltd. as the personacting in concert with the acquirer (PAC") ("offer" / "openoffer") have given an public announcement by way of an Open offer for acquisition ofup to 1004770 (one million four thousand seven hundred and seventy only) fully paid upequity shares of face value of Rs. 10 (Indian rupees ten only) each ("equityshares") representing 26% of the fully diluted voting equity share capital of JayUshin Limited at a price of Rs. 589.94 (Indian rupees five hundred eighty nine and ninetyfour paise only) per equity share from the public shareholders of the company and the openoffer is under process.
Appropriate procedures for risk assessment minimization and optimization have beenlaid down by the Company with systems in place for mitigating risk arising from externalor internal factors. A well-defined Risk Management Process is followed by the Companywhich integrates with business operations for identification categorization andprioritization of various risks. The Company takes adequate insurance coverage and adopt aForeign Exchange Risk Management Policy to mitigate risks owing to external factors orthose beyond the Company's control as part of its cost control measures.
PARTICULARS OF EMPLOYEES
The statement of disclosure of Remuneration under Section 197(12) of the Companies Act2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 ('Rules') is annexed as ANNEXURE-V and form integral part ofthis report. Further there were no employee covered under the limit as specified in rule5(2) of the Rules during the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 is attached as Annexure - VI and forms integralpart of this Report.
During the year CRISIL has assigned rating on Bank Loan Long Term Rating CRISILBB+/Stable (Downgraded from 'CRISIL BBB-/Stable') and Short Term Rating CRISIL A4+(Downgraded from 'CRISIL A3').
The Company has in place a Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. The Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. There was no complaint about sexual harassment during theyear under review.
The Directors hereby acknowledge the dedicated and loyal services rendered by theemployees of the Company during the year. They would also like to place on record theirappreciation for the continued co-operation and support received by the Company during theyear from bankers financial institutions Government authorities business partnersshareholders and other stakeholders without whom the overall satisfactory performancewould not have been possible. Your Directors also take this opportunity to place on recordtheir gratitude for timely and valuable assistance and support received from Joint venturepartner
i.e. U-shin Ltd. Japan.
| || |
For and on behalf of the Board
| || ||Jay Ushin Limited |
|Place: Gurugram ||Ashwani Minda ||Vandana Minda |
|Date: August 28 2020 ||Managing Director & CEO ||Director |
| ||DIN:00049966 ||DIN:03582322 |