Your Directors are pleased to present the 32nd Annual Report together with theCompany's audited financial statements for the financial year ended March 31 2018.
The standalone financial highlights of your Company are as follows:
Rs. In Lakhs
|Particulars ||2017- 18 ||2016-17 |
|Revenue from Operations (Net of excise) ||86026.09 ||78763.36 |
|Earnings before interest & depreciation ||3460.12 ||3086.99 |
|Finance Charges ||1098.36 ||994.71 |
|Depreciation ||1549.57 ||1499.39 |
|Profit before tax ||812.19 ||592.89 |
|Tax Expenses ||(255.65) ||187.18 |
|Profit after tax ||1067.84 ||405.71 |
|Other Comprehensive Income ||23.55 ||3.57 |
|Total Comprehensive Income ||1091.39 ||409.28 |
During the financial year under review your Company Sales revenue (net of excise) ofRs. 86026.09 Lakhs depicting an increase of 9.22% over the previous financial year whensales revenue of Rs. 78763.36 Lakhs.
Profit before tax (PBT) has shown an increase of 36.99% from Rs. 592.89 Lakhs in FY2016-17 to Rs. 812.19 Lakhs in FY 2017-18. Your Company's Profit after Tax (PAT) increasedby 163.20% from Rs. 405.71 Lakhs in FY 2016-17 to Rs. 1067.84 Lakhs in FY 2017-18.
Earnings before Interest Depreciation and Taxes (EBIDTA) margins stood at 3.89% in FY2017-18 as compared to 3.43% in FY 2016-17.
Your Directors are pleased to recommend for your approval a dividend of 30% i.e. Rs.3.00 per equity share having face value of Rs. 10.00 each for the year ended March 312018 as against the dividend of 20% i.e. Rs 2.00 per equity share of the face value of Rs10 each in the previous financial year. Total cash out flow in this regard will be Rs.115.93 Lakhs excluding Dividend Distribution Tax of Rs. 23.83 Lakhs.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section134 of the Act which isto the best of their knowledge and belief and according to the information andexplanations obtained by them:
a) that in the preparation of the annual accounts for the financial year ended March31 2018 the applicable accounting standards have been adhered along with properexplanation relating to material departures;
b) that appropriate accounting policies have been considered and applied consistentlyand judgments 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 2018 and of the profit and lossof your Company for the financial year ended March 31 2018;
c) that proper and sufficient care has been taken 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) that the annual accounts for the financial year ended March 312018 have beenprepared on a going concern basis;
e) that the directors have laid down Internal Financial Controls which were followed bythe Company and that such Internal Financial Controls are adequate and were operatingeffectively; and
f) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report forms an integral part of this report andgives details of the overall industry structure economic developments performance andstate of affairs of your Company's business in India along with risk management systemsand other material developments during the financial year under review. The detailedreport is provided as ANNEXURE-I.
CHANGE IN NATURE OF BUSINESS
During Financial Year 2017-18 there was no change in the nature of Company's business.
The Company's issued and paid up equity share capital as at March 31 2018 is 38.645Lakhs equity shares of Rs. 10.00 each aggregating to Rs. 386.45 Lakhs. Holders of equityshares are entitled to receive the Company's Report and Accounts to attend and speak atGeneral Meetings and to appoint proxies and exercise voting rights.
The gross block and net block of tangible assets as at March 31 2018 amounts toRs.23096.11 Lakhs and Rs.14460.95 Lakhs respectively.
The gross block and net block of intangible assets as at March 31 2018 amounts to Rs.1867.46 Lakhs and Rs. 785.34 Lakhs respectively. The Capital work in progress as at March31 2018 is Rs. 107.18 Lakhs.
The expenditure on Research and Development at the Company's in-house R&Dfacilities eligible for a weighted deduction under Section 35(2AB) of the Income Tax Act1961 for the year ended 31st March 2018 aggregates to Rs. 1.44 Lakhs and Rs. 429.77Lakhs towards Capital Expenditure and Revenue Expenditure respectively.
Your Company has neither accepted nor renewed any deposits during FY 2017-18 in termsof Chapter V of the Companies Act 2013.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Vandana Minda Director retire by rotation and being eligible offerherself for re-appointment. With great sorrow we report that Mr. Shiv Raj Singh Non-Executive Director- Independent passed away on April 1 2018 for heavenly abode. Mr.Bharart Bhushan Chadha has resigned from the Board and its committees with effect from May26 2018.
The Board places on record its sincere appreciation for the valuable contribution madeby Mr. Shiv Raj Singh and Mr. Bharart Bhushan Chadha during their tenure as Non- ExecutiveDirector- Independent.
The Board of Directors have appointed Mr. Ciby Cyriac James and Mr. Arvind Kumar Mittalas an Additional Director of the Company who holds office till the ensuing Annual GeneralMeeting. The Board based on the recommendation of Nomination and Remuneration Committeeconsidered the appointment of Mr. Ciby Cyriac James and Mr. Arvind Kumar Mittal as a Non-Executive Director- Independent subject to approval of shareholders. Accordingly aresolution seeking approval of Shareholders for their appointment as an IndependentDirector(s) for a period of five years is included in the Notice convening the AnnualGeneral Meeting. All the Independent Directors have given declarations stating that theymeet the criteria of independence as per the provisions of Section 149 of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
KEY MANAGERIAL PERSONNEL (KMP)
Mr. Lalit Choudhary was appointed as the Chief Financial Officer (CFO) of the Companyw.e.f. May 01 2018 in place of Mr. Suresh Kumar Vijayvergia who resigned with effect fromApril 1 2018. The Board placed on record the sincere appreciation for the valuedcontribution made by Mr. Suresh Kumar Vijayvergia during his tenure.
Mr. Jaideo Prasad Minda Chairman Mr. Ashwani Minda Chief Executive Officer &Managing Director Mr. Lalit Choudhary Chief Financial Officer (CFO) and Mr. AmitKithania Sr. Manager Finance & Company Secretary are the KMPs of your Company inaccordance with the provisions of Section 2(51) 203 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
During the Financial Year 2017-18 Five (5) meetings of the Board of Directors wereheld. For details of these Board meetings please refer to the Corporate Governancesection of this Annual Report.
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 2017-18. 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 Committees to interact for IndependentDirectors to interact amongst themselves and for each Independent Director to interactwith the Chairman in assisting the Board in realising its role of strategic supervision ofthe 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.
COMMITTEES OF THE BOARD
The Company's Board has the following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3.Corporate Social Responsibility Committee
4. Stakeholders' Relationship Committee.
Details of terms of reference of the Committees Committee membership and attendance atmeetings of the Committees are provided in the Corporate Governance report.
The Directors states that applicable Secretarial Standard i.e. Secretarial Standard 1& 2 relating to Meetings of the Board of Directors and General Meeting have been dulyfollowed by the Company.
NOMINATION AND REMUNERATION POLICY
The Remuneration Policy of your Company can be viewed on the following linkhttp://jpmgroup.co.in/jayushin.htm.
RISK MANAGEMENT FRAMEWORK
Your Company follows a comprehensive system of Risk Management. It has adopted a policyand procedure for rapid identification definition of risk mitigation plans and execution.Actions include adjustments in prices dispatch plan for specific durations across modelsinventory build-up aligning product line-up as per regulatory mandates and activeparticipation in regulatory mechanisms. Many of these risks can be foreseen throughsystematic tracking.
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 -II of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSRCommittee please refer to the Corporate Governance Report which is a part of thisreport. The policy is available on http://jpmgroup.co.in/jayushin.htm.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
Your Company has a system of internal controls which ensures that all assets aresafeguarded and protected against loss from unauthorised use or disposition and allfinancial transactions are authorised recorded and reported correctly.
An extensive risk based programme of internal audits and management reviews providesassurance to the Board regarding the adequacy and efficiency of internal controls. Theinternal audit plan is also aligned to the business objectives of the Company.Comprehensive policies guidelines and procedures are laid down for all businessprocesses. The internal control system has been designed to ensure that financial andother records are reliable for preparing financial and other statements and formaintaining accountability of assets.
INTERNAL AUDIT & CONTROLS
The Audit Committee has appointed M/s Kanchan & Associates Chartered Accountantsas Internal Auditor of the Company.
The Company continued to implement suggestions and recommendations of the InternalAuditor to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.
AUDITORS AND AUDITORS' REPORT
M/s. S S Kothari Mehta & Co. Chartered Accountants were appointed as Auditors ofthe Company for a term of 5 (five) consecutive years at the Annual General Meeting heldon September 292017. They have confirmed that they are not disqualified from continuingas Auditors of the Company. They have audited the financial statements of the Company forthe financial year under review. The observations of Statutory Auditors in their Reportread with relevant Notes to Accounts are self-explanatory and therefore do not requirefurther explanation. The Auditors' Report does not contain any qualification reservationor adverse remark. Further there were no frauds reported by the Statutory Auditors to theAudit Committee or the Board under Section 143(12) of the Act.
M/s. RSM & Co. Company Secretaries Delhi was appointed to conduct secretarialaudit of your Company for the Financial Year 2017-18. The Secretarial Audit Report for thesaid Financial Year is annexed herewith and forms part of this Report as ANNEXURE -III.The Report does not contain any qualification reservation or adverse remark. The Boardhas taken note of the observations made by the Secretarial Auditor which isself-explanatory.
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
Your Company to maintain ethical moral and legal business conduct have formulatedVigil Mechanism/Whistle Blower Policy which provides a framework for dealing with genuineconcerns & grievances. During FY under review no complaints were received. Duringfinancial year 2017-18 no individual was denied access to the Audit Committee forreporting concerns if any. The Vigil Mechanism/Whistle Blower Policy of the Company isavailable on the Company's website and can be viewed on the following link:http://jpmgroup.co.in/jayushin.htm.
PARTICULARS OF 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.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During financial year 2017-18 all contracts/arrangements/transactions entered into byyour Company with related parties under Section 188(1) of the Act were in the ordinarycourse of business and on an arm's length basis. During financial year 2017-18 yourCompany has entered into contracts/arrangements/transactions with related parties whichcould be considered 'material' in accordance with its Policy on Materiality of RelatedParty Transactions. All related party transactions were placed before the Audit Committeefor its approval during Financial Year under review the Audit Committee has approvedtransactions through the Omnibus mode in accordance with the provisions of the Act andListing Regulations. Related party transactions were disclosed to the Board on regularbasis as per IND AS 24. Details of related party transactions as per IND AS 24 may bereferred to in Note 43 of the Standalone Financial Statements.
Your Company has formulated a Policy on Related Party Transactions which is alsoavailable on the Company's website at http://jpmgroup.co.in/jayushin.htm.
The prescribed details of related party transactions of the Company in Form No. AOC-2in terms of Section 134 of the Act is given in the ANNEXURE-IV to this Report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Associate or Joint Venture company duringthe reporting period.
MATERIAL CHANGES AND COMMITMENTS
No material change and/or commitment affecting the financial position of your Companyhave occurred between April 1 2018 and the date of signing of this Report.
TRANSFER TO GENERAL RESERVE
During the Financial Year under review no amount has been transferred to the GeneralReserve of the Company.
INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 ('the PIT Regulations') on prevention of insider trading yourCompany had instituted a comprehensive Code of Conduct for regulating monitoring andreporting of trading by Insiders. The said Code lays down guidelines which adviseinsiders on the procedures to be followed and disclosures to be made in dealing with theshares of the Company and cautions them on consequences of non-compliances. Your Companyhas further put in place a Code of practices and procedures of fair disclosures ofunpublished price sensitive information. Both the aforesaid Codes are in line with the PITRegulations.
The Equity Shares of your Company are presently listed on the BSE Limited.
EXTRACT OF ANNUAL RETURN
In terms of Sections 92(2) and 134(3)(a) of the Act and rules made there underextracts of Annual Return in Form MGT 9 is annexed to this report as ANNEXURE-V.
As on March 31 2018 total number of employees on the records of your Company were 492as against 494 in the previous financial year.
Your Directors place on record their appreciation for the significant contribution madeby all employees who through their competence dedication hard work co-operation andsupport have enabled the Company to cross new milestones on a continual basis.
PARTICULARS OF EMPLOYEES
The statement of Disclosure of Remuneration under Section 197of the Act and Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014("Rules") is appended as ANNEXURE -VI to the Report. Further during theyear under review there was no employee covered under the limit as specified in rule 5(2)of the Rules.
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 annexed as ANNEXURE -VII.
Your Company has put in place an effective Corporate Governance system which ensuresthat provisions of the Act and Listing Regulations are duly complied with.
The Board has also evolved and adopted a Code of Conduct based on the principles ofgood Corporate Governance and best management practices that are followed globally. TheCode is available on your Company's website and can be viewed on the following link:http://jpmgroup.co.in/jayushin.htm.
In terms of SEBI (LODR) Regulation a report on Corporate Governance along with thecertificate from M/s. S S Kothari Mehta & Co. New Delhi confirming compliance of theconditions of corporate governance is annexed hereto and forms part of this Annual Reportas ANNEXURE -VIII.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION
PROHIBITION & REDRESSAL) ACT 2013
Your Company has in place a policy on Prevention of Sexual Harassment at workplace.This policy is in line with the requirements of The Sexual Harassment of Women at theWorkplace (Prevention Prohibition & Redressal) Act 2013. All employees whetherpermanent contractual temporary and trainees are covered under this Policy. During theyear under review the Company has not received any complaint of sexual harassment.
The Board of Directors would like to express their sincere thanks to the Shareholders& Investors of the Company for the trust reposed on us over the past several years.Your Directors would also like to thank the Central Government State GovernmentsFinancial Institutions Banks Customers Employees and Vendors for their co-operation andassistance. Your Directors also take this opportunity to place on record their gratitudefor timely and valuable assistance and support received from Joint venture partner i.e.U-shin Ltd. Japan.
| ||For and on behalf of the Board |
| ||Jay Ushin Limited |
|Place: Gurugram ||Jaideo Prasad Minda |
|Date: August 14 2018 ||Chairman |
| ||DIN: 00045623 |