To the Members
The Directors are pleased to present the Thirty Fifth (35th) Annual Report of theCompany together with the audited financial statements for the year ended March 31 2021.
FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS
(Rs. In Lakhs)
|Particular ||2020-21 ||2019-20 |
|Revenue from operations ||57657.57 ||66300.42 |
|Total expenditure ||58891.34 ||67130.22 |
|Other Income ||1289.40 ||1001.76 |
|Profit before interest depreciation amortization and tax ||3339.99 ||3848.05 |
|Finance cost ||1367.72 ||1733.83 |
|Profit before depreciation amortization and tax ||1972.27 ||2114.22 |
|Depreciation and amortization ||1916.64 ||1942.26 |
|Profit/(loss) before tax ||55.63 ||171.96 |
|Tax expenses (net) ||455.98 ||(91.62) |
|Profit/(loss) after tax ||(400.35) ||263.58 |
|Other comprehensive income/(loss) ||48.16 ||1.84 |
|Total Other comprehensive income/(loss) for the year ||(352.19) ||265.42 |
The net revenue from operations for the financial year ended March 31 2021 is Rs.57657.57 Lakhs as against Rs. 66300.42 Lakhs in the previous financial year. Howeverthe Net Profit before tax is Rs. 55.63 Lakhs as compared to Rs.171.96 Lakhs in theprevious financial year.
The operational performance of the Company has been comprehensively covered in theManagement Discussion and Analysis Report.
DIVIDEND AND RESERVE
Your Directors do not recommend any dividend for the year ended March 31 2021. TheCompany has not transferred any amount to the Reserve for the financial year ended March31 2021.
REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year under review the Company had no subsidiary or joint venture(s) orassociate(s) companies.
As on March 31 2021 the Company had a long term/short-term bank facilities rating ofCARE BB+; Stable / CARE A4+ (Double B Plus ; Outlook: Stable/A Four Plus ) and a long-termrating of CARE BB+ Stable (Double B Plus; Outlook: Stable ) by CARE Limited for bank loanfacilities aggregating to Rs.110 crore.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not provided any Loans Guarantees or made any Investments during theyear under review.
The Company has neither accepted nor invited any deposits from the public during theyear under review.
RELATED PARTIES TRANSACTIONS
The Board of Directors has formulated a Related Party Transaction Policy fordetermining material related The Related Party Transaction Policy is available on thewebsite of the Company at http:// partytransactions. jpmgroup.co.in/document/rptp.pdf. 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 I and formsintegral part of this Report.
INTERNAL FINANCIAL CONTROLS
The adequacy of Internal Financial Controls is discussed in Management Discussion andAnalysis as stipulated under the Listing Regulations which forms integral part of thisReport.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the following changes took place in the Key ManagerialPersonnel of your Company:
i) Mr. Lalit Choudhary resigned as Chief Financial Officer w.e.f. March 01 2021
ii) Mr. Amit Kithania resigned as Company Secretary w.e.f. March 01 2021
iii) Mr. Amit Kithania was appointed as Chief Financial Officer w.e.f. March 1 2021
iv) Mrs. Upma Ahuja was appointed as Company Secretary w.e.f. March 01 2021.
In accordance with the provisions of Section 152 of the Act Mrs. Vandana MindaNon-Executive Director of the Company retires by rotation at the ensuing AGM and beingeligible offers herself for re-appointment. The brief resume of Mrs. Vandana Minda asrequired under the Listing Regulations and Secretarial Standards is provided in the Noticeof the 35th Annual General Meeting of the Company. The requisite resolution pertaining tothe re-appointment appears at the respective item of the Notice along with the Statementand is recommended to the Members for approval.
The Board of Directors of the Company on recommendation of the Nomination hasreappointed Mr. Ashwani Minda (DIN: 00049966) as Managing Director of the Company for afurther period of 3 years w.e.f. October 1 2021 subject to requisite approval of Membersof the Company at the ensuing AGM. The Board recommends their re-appointment.
There were no other changes in the Directors/Key Managerial Personnel of the Company interms of the provisions of the Companies Act 2013 during the year under review.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration(s) from all the Independent Director(s)of the Company as laid down under Section 149(7) of the Companies Act 2013 confirmingthat they meet the criteria as laid down under Section 149(6) of the Companies Act 2013and the Listing Regulations.
The Board of Directors met Six (6) times during the financial year 2020-21 the detailsof which are given in the Corporate Governance Report which forms integral part of thisAnnual Report. The intervening gap between any two meetings was within the periodprescribed under the Companies Act 2013.
COMMITTEES OF THE BOARD
As on March 31 2021 there are 5 (five) Committees of the Board viz: Audit CommitteeNomination and Remuneration Committee Stakeholder Relationship Committee CorporateSocial Responsibility Committee and Share Transfer Committee. A detailed note on thecompositionof the Board and its Committees is provided in the Corporate Governance Reportsection of this Annual Report.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy of the Company on Directors appointment and remuneration includingthe criteria for determining qualification positive attributes independence of directorsand other matters are given on the website of the Company athttp://jpmgroup.co.in/document/rp.pdf.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134 (5) of the Companies Act 2013 your Directors herebyconfirm that:
a) in the preparation of the annual accounts for the financial year ended March 312021 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 2021 and of the profit and lossof your Company for the financial year ended March 31 2021;
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 2021 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) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information in terms of Section134(3)(m) of the Companies Act 2013 read withrelevant rules is annexed as Annexure-II and forms integral part of this report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section92(3) read with Section134(3)(a) of the Act the Annual Return as onMarch 31 2021 is available on the Companys website atwww.jpmgroup.co.in./document/MGT7.pdf.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company is complying with the requirements of applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.
AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS
S S Kothari Mehta & Co. Chartered Accountants will hold office until theconclusion of the 36th annual general meeting. The Auditors Report to the Membersfor the year under review does not contain any ation reservation or adverse remark. Theobservations of the Auditors and the relevant notes on qualific accounts areself-explanatory and therefore do not call for any further comments.
RSM & Co. Company Secretaries were appointed to conduct secretarial audit of yourCompany for the Financial Year 2020-21. The Secretarial Audit Report for financial yearended March 31 2021 is annexed as Annexure -III and forms integral part of thisAnnual Report and do not contain any qualification reservation or adverse remark and donot call for any further explanation.
The Statutory Auditors or Secretarial Auditors have not reported any frauds underSection143(2) of the Companies Act 2013 and rules made thereunder.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant material order was passed by the Regulators or Courts or Tribunalsimpacting the going concern status and Companys operations in future.
CHANGE IN NATURE OF BUSINESS
During the year under review there has been no change in the Companys nature ofbusiness.
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
The Annual Report on CSR activities is annexedas Annexure- IV and forms integralpart of this report.
MANAGEMENT DISCUSSION AND ANALYSIS
Managements Discussion and Analysis Report for the year under review asstipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") is annexed asAnnexure- V and forms integral part of this report.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexureVI and forms integral part of this Report. During the year under review there were noemployee covered under the limit as specified in rule 5(2) of the Rules.
Your Company follows the highest standards of Corporate Governance practices. Itadheres to and has implemented the requirements set out by SEBIs CorporateGovernance norms. A report on corporate governance together with the Certificate from theCompanys Auditors confirming compliance with corporate governance norms asstipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed as Annexure-VII and forms integral part of this report.
CHANGES IN CAPITAL
During the year under review there was no change in the Capital of the Company.
LISTING OF SECURITIES
Your Companys Equity Shares are currently listed with BSE Limited. The Companyhas paid the listing fees to BSE for the financial year 2021-22.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the IEPF Rules the shares on which dividend has not beenpaid or claimed by the shareholders for seven consecutive years or more shall also betransferred to the demat account of the IEPF Authority.
During the year under review the Company has transferred the unclaimed dividend ofRs.176662 to IEPF Authority. As on March 31 2021 total shares lying in the demataccount of IEPF Authority was 43112.
ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Requirements)Regulations 2015 and as per Guidance Note on Board Evaluation issued by SEBI on 5thJanuary 2017 the Board has carried out annual performance evaluation of its ownperformance the Directors individually as well as evaluation of the working of itsCommittees.
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.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 the Company has established aVigil Mechanism/ Whistle Blower Policy for directors employees suppliers contractorsand other stakeholders of the Company. The purpose and objective of this Policy is tocover serious concerns that would have a larger impact on image and values of the Companydue to incorrect financial reporting or improper conduct. The Whistle Blower Policy hasbeen placed on the website of the Company http://jpmgroup.co.in/document/ wb.pdf.
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 except the following materialevents have occurred: Minebea Mitsumi Inc. (Acquirer) together with U-shinLtd as the person acting in concert with the acquirer have given an open offer to thepublic shareholders for acquisition of up to 1004770 fully paid up equity shares of facevalue of Rs. 10 each representing 26% of the fully diluted voting equity share capital ofthe Company at a price of Rs. 589.94 per equity share. The above offer was closed onAugust 13 2020 Acquirer has acquire 1920 Equity share (1720 Equity shares in demat formand 200 equity shares in physical form) comprising of 0.05% of the Company paid-up sharecapital. Post offer holding of Minebea Mitsumi Inc. (Acquirer) together withU-Shin Lid. is 1006565 Equity Shares of the Company representing 26.05% of the Companypaid-up share capital.
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 which integrates with business operations for identificationcategorization and prioritization of various risks. The Company takes adequate insurancecoverage and adopt a Foreign Exchange Risk Management Policy to mitigate risks owing toexternal factors or those beyond the Companys control as part of its cost controlmeasures.
The company has a policy on prohibition prevention and redressal of sexual harassmentof women at workplace and matters connected therewith or incidental thereto covering allthe aspects as contained under "Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013". The Internal Complaints Committee has been setup to redress complaints received regarding sexual harassment. There was no complaintabout sexual harassment during the year under review.
The Directors hereby acknowledge the dedication loyalty hard work solidarity andcommitment rendered by the employees of the Company during the year. They would also liketo place on record their appreciation for the continued co-operation and support receivedby the Company during the year from bankers financial business partners shareholderscustomers and other stakeholders without whom the overall satisfactory performance wouldnot have been possible. Your Directors also take this opportunity to place on record theirgratitude for timely and valuable assistance and support received from Joint venturepartner i.e. U-shin Ltd. Japan. The Directors deeply regret the losses suffered due tothe Covid-19 pandemic and place on record their sincere appreciation to all the front-lineworkers and those who have gone beyond their duties in battling against the pandemic.
| || ||For and on behalf of the Board |
| || ||Jay Ushin Limited |
|Place: Gurugram ||Ashwani Minda ||Vandana Minda |
|Date: August 13 2021 ||Managing Director & CEO ||Director |
| ||DIN: 00049966 ||DIN: 03582322 |