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Josts Engineering Company Ltd.

BSE: 505750 Sector: Engineering
NSE: N.A. ISIN Code: INE636D01025
BSE 00:00 | 25 Jan 475.00 13.20
(2.86%)
OPEN

475.85

HIGH

489.00

LOW

450.35

NSE 05:30 | 01 Jan Josts Engineering Company Ltd
OPEN 475.85
PREVIOUS CLOSE 461.80
VOLUME 539
52-Week high 663.90
52-Week low 255.53
P/E 18.15
Mkt Cap.(Rs cr) 88
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 475.85
CLOSE 461.80
VOLUME 539
52-Week high 663.90
52-Week low 255.53
P/E 18.15
Mkt Cap.(Rs cr) 88
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Josts Engineering Company Ltd. (JOSTSENGGCO) - Director Report

Company director report

The Directors present herewith Annual Report together with the Audited FinancialStatements for the year ended 31st March 2021.

Year ended 31st March 2021 Year ended 31st March 2020
1. Standalone Financial Results
Profit/(Loss) before exceptional items and Tax 555.90 541.46
Exceptional Items - 383.77
Profit Before tax 555.90 157.69
Less : Tax Expense:
Current Tax 165.20 76.22
Deferred Tax (2.17) (10.68)
Short/(Excess) Provision for Income tax of earlier years (15.96) (11.89)
Profit/(Loss) after tax 408.83 104.04
Balance brought forward from previous year 1327.65 1257.35
Amount available for appropriation 1736.48 1361.39
Less : Dividend paid during the year 27.99 27.99
Dividend distribution tax paid during the year - 5.75
General Reserve - -
Balance carried forward 1708.49 1327.65

2. Dividend

The Directors are pleased to recommend a dividend of

Rs.3/- per share (30%) on Equity Shares of Rs.10/- each for the year ended 31stMarch 2021.

3. State of the Company's Affairs and Operations:

Income for the year under review was Rs.8648.55 Lakhs as against Rs.10355.92 Lakhsin the previous year. The profit before tax was Rs.555.90 Lakhs as against Rs.157.69 Lakhsin the previous year. Generally business should continue to progress. Barring unforeseencircumstances there should be improved results in the current financial year 2021-22.

4. Performance of Subsidiary Company MHE Rentals India Private Limited.

This Subsidiary is engaged in equipment rental business. For the year ended 31st March2021 the turnover was

Rs.1084.14 lakhs as against Rs.1228.39 Lakhs in the previous year the loss for theyear ended 31st March 2021 was

Rs.59.01 lakhs as against loss of Rs.78.28 Lakhs in the previous year. Further thereare no Joint Venture or associate companies.

5. Share Capital

The Authorized Capital of the company is Rs.10000000 and Paid Up capital of thecompany is Rs.9328730. During the Year the company at its extra Ordinary General Meetingdated 24th March 2021 approved Sub Division of its equity shares from the FaceValue of Rs.10/- each to Face Value of Rs.5/- each.

6. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in terms ofrequirement of Companies Act 2013 and in accordance with the relevant Indian AccountingStandards issued by the Institute of Chartered Accountants of India and forms an integralpart of this Report. Pursuant to Section 129(3) of the Companies Act 2013 read with Rule5 of the Companies (Accounts) Rules 2014 a statement containing salient features of thefinancial statements of Subsidiaries / Associate Companies / Joint Ventures is given inForm AOC – 1 which is attached to the Financial Statements of the Company.

7. Material Subsidiary

MHE Rentals India Private Limited is a Material Subsidiary of the Company as per thethreshold laid down by the SEBI (Listing Obligations Disclosure Requirements) Regulations2015 as amended. The Board of Directors of the Company has approved a policy fordetermining material subsidiaries which is in line with the SEBI (Listing ObligationsDisclosure Requirements) Regulations 2015 as amended from time to time. This policy hasbeen approved by the Board of Directors of the Company effective from 1stApril 2019. The policy has been uploaded on the company's website at (www.josts.com).

8. Particulars of Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo.

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is annexed as Annexure "A" to theDirectors' Report.

9. Directors' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge state and confirm:

(i) that in the preparation of the Annual Accounts for the year ended 31stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(ii) the directors had 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 31st March 2021 and ofthe profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis;

(v) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

(vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

10. Particulars of employees

The information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not given as no employee employed throughout thefinancial year 2021 was in receipt of the remuneration of Rs.102 lakhs or more and noemployee employed for the part of the financial year 2020-21 was in receipt ofremuneration of Rs.8.50 lakhs or more per month.

11. Annual Return

The Annual Return of the Company as on March 31 2021 can be accessed on the Company'swebsite at www.josts.com

12. Deposits

During the year under review the Company has not accepted/renewed any deposits withinthe meaning of Section 73 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014.

13. Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 have been disclosed in the Financial Statements at theappropriate places.

14. Code of Conduct (Code) for Board Members and Senior Management

The Company has adopted the Code for enhancing further ethical and transparent processin managing the assets and affairs of the Company. This Code has been posted on thewebsite of the Company (www.josts.com).

15. Vigil Mechanism / Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act 2013 and Rule 7of the Companies (Meetings of Board and its powers) Rules 2014 the Company hasestablished Vigil Mechanism / Whistle Blower Policy to encourage Directors and Employeesof the Company to bring to the attention of any of the following persons i.e. theChairman of the Audit Committee Company Secretary and HR Head the instances of unethicalbehavior actual or suspected incidence of fraud or violation of the Code of Conduct forDirectors and Senior Management (Code) that could adversely impact the Company'soperations business performance or reputation. The Policy and the Code has been posted onthe website of the Company (www.josts.com).

16. Risk Management Policy

The Company has developed and implemented a Risk Management Policy in compliance withthe provisions of Section 134 (3) (n) of the Companies Act 2013.

Risk Management is an organization-wide approach towards identification assessmentcommunication and management of risk in a cost-effective manner – a holistic approachto managing risk. Generally this involves reviewing operations of the organizationidentifying potential threats to the organization and the likelihood of their occurrenceand then making appropriate actions to address the most likely threats.

The Policy provides for constitution of Risk Management Core Group (RMCG) consisting ofFunctional/ Departmental/Product line heads and headed by Chairman of the Company.

The RMCG shall be collectively responsible for developing the Company's Risk Managementprinciples and Risk Management expectations in addition to those specificresponsibilities as outlined in the Policy. The RMCG will provide updates to the AuditCommittee and Board of Directors of the Company on key risks faced by the Company if anyand the relevant mitigant actions. The major risks such as Operational Risk FinancialRisk External Environment and Strategic Risk have been identified and the Risk Managementprocess has been formulated.

The Risk Management Policy has been posted on the website of the Company(www.josts.com).

17. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act 2013 the Nominationand Remuneration Committee has framed Nomination and Remuneration Policy (the Policy). ThePolicy applies to the Board of Directors Key Managerial Personnel and the SeniorManagement Personnel. The Policy lays down criteria for selection and appointment of BoardMembers Key Managerial Personnel and Senior Management Personnel and also lays down aframework in relation to remuneration of the aforesaid persons.

The Nomination and Remuneration Policy has been posted on the website of the Company(www.josts.com).

18. Prevention of Sexual Harassment

The Company has constituted an "Internal Complaints Committee" in compliancewith the Sexual Harassment of Women at work place (Prevention Prohibition and Redressal)Act 2013.

During the year under review no complaints of Sexual Harassment were reported to theBoard.

19. Committees of the Board

The Board of Directors have constituted the following Committees in compliance with theCompanies Act 2013.These Committees deal with specific areas and activities which concernthe Company.

(i) Audit Committee Mr. F. K. Banatwalla - Chairman
Mr. Shailesh Sheth - Member
Mr. Jai Prakash Agarwal - Member
(ii) Nomination and Remuneration Committee Mr. Shailesh Sheth - Chairman
Mr. Marco Wadia - Member
Mr. F. K. Banatwalla - Member
(iii) Share Transfer and Stakeholders Mr. Shailesh Sheth - Chairman
Relationship Committee
Mr. F. K. Banatwalla - Member
Mr. Jai Prakash Agarwal - Member

20. Independent Directors' Meeting

During the year under review the Independent Directors had a separate Meeting on 29thJanuary 2021 for reviewing the performance of non-independent directors the performanceof the Chairperson of the Company and to assess the quality quantity and timeliness offlow of information between the management and the Board so as to enable the Board toeffectively and reasonably perform their duties.

21. Meetings of the Board

During the year under review 5 (Five) Board Meetings and 9 (Nine) Committee Meetingswere convened and held. The details of the same forms a part of the Corporate GovernanceReport.

22. Performance Evaluation

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing ObligationsDisclosure Requirements) Regulations 2015 the Board of Directors of the companyevaluates the performance of the Independent Directors Committees of the Board and theBoard as a whole and found the performance satisfactory.

23. Related Party Transactions

The Company has formulated a Policy on Related Party Transactions and manner of dealingwith related party transactions which is available on the Company's website www.jost.com.

All related party transactions entered into during FY 2020-21 were on an arm's lengthbasis and in the ordinary course of business. No material related party transactions wereentered into during the financial year 2020-21. Accordingly the disclosure of relatedparty transactions as required under Section 134(3)(h) of the Act in Form AOC-2 isattached as Annexure-F.

24. Auditors

(i) Statutory Auditors

M/s. Singhi & Co. Chartered Accountants (Firm's Registration No. 302049E) wasappointed as the Statutory Auditors of the Company at the 110th Annual GeneralMeeting held on 20th July 2017 to hold office from the conclusion of the 110thAnnual

General meeting till the conclusion of the 115th Annual General Meetingsubject to ratification by the members every year. Necessary resolution for ratificationof the appointment of M/s Singhi & Co. Chartered Accountants as the StatutoryAuditors is included in the Notice of the 114th Annual General Meeting.

The reports of the Statutory Auditors M/s. Singhi & Co. Chartered Accountants onthe Standalone and Consolidated Financial Statements of the Company for the year ended 31stMarch 2021 form part of this Annual Report. The Statutory Auditors have submitted anunmodified opinion on the audit of financial statements for the year ended 31stMarch 2021 and there is no qualification reservation or adverse remarks given by theAuditors in their Report.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed M/s Sandeep Dar & Co. Company Secretaries as Secretarial Auditor toundertake the Secretarial Audit for the year ended 31st March 2021. TheSecretarial Audit Report is annexed as Annexure "B" to the Board's Report. TheCompany has complied with applicable Secretarial Standards.

Explanation to the observations made by the Secretarial Auditor in its report

With regard to the observations made by the Secretarial Auditor in its Report we wishto state as under:

1. Ref: Para I of the Report: a. The Company Secretary and Compliance Officer of theCompany had resigned and ceased in the employment of the Company w.e.f. 1stMarch 2020. The Company had six months' time to fill up the vacancy caused by theresignation of Company Secretary and Compliance Officer. However due to nationwidelockdown because of COVID-19 pandemic the company was not able to fill up the saidvacancy. Further the Company appointed the Asst. Company Secretary and Compliance Officerw.e.f. 23rd November 2020. b. The Chief Financial Officer of the Company hadresigned and ceased in the employment of the Company w.e.f. 17th December2019. The Company had six months' time to fill up the vacancy caused by the resignation ofChief Financial Officer. However due to nationwide lockdown because of COVID-19 pandemicthe company was not able to fill up the said vacancy. Further the Company appointed theChief Financial Officer w.e.f. 11th December 2020.

2. Ref: Para V (i) of the Report: a. The Company Secretary and Compliance Officer ofthe Company had resigned and ceased in the employment of the Company w.e.f. 1stMarch 2020. The Company had six months' time to fill up the vacancy caused by theresignation of Company Secretary and Compliance Officer. However due to nationwidelockdown because of COVID-19 pandemic the company was not able to fill up the saidvacancy. Further the Company appointed the Asst. Company Secretary and Compliance Officerw.e.f. 23rd November 2020. b. The company submitted Annual Report for the year2019-20 pursuant to Regulation 34 of SEBI

(LODR) late by 3 days to the Stock exchange. The delay of 3 days was from 14th August2020 to 16th August 2020. However the company had sent Annual Report to the shareholderson 13th August 2020 itself. The next three days i.e. Friday was a working day Saturdaywas a National Holiday and Sunday was weekly off. We had submitted the Annual Report tothe Stock Exchange on the next available working day i.e. Monday 17th August2020. Thus there was a delay of only one day i.e. Friday 14th August 2020. c. The saidfines have been reflected in Company's accounts as approved by the board of directors inits meeting held on 6th May 2021. However the matter relating to levy of fine tabled inthe ensuing board meeting.

25. Disclosure pursuant to Section 197 (12) of the Companies Act 2013 and Rule 5(1)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Disclosure with respect to the remuneration of Directors Key Managerial Personnel andEmployees as required under Section 197 (12) of the Companies Act 2013 and Rule 5(1) ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas Annexure "D" to the Directors' Report.

26. Management Discussion and Analysis Report

The Management discussion and Analysis Report on the Operations of the Company asrequired under Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is annexed as Annexure "E" and forms an integral part of thisReport.

27. Corporate Governance

The Corporate Governance Report for the year ended 31st March 2021alongwith Certificate of Compliance of conditions of the Corporate Governance receivedfrom the practicing Company Secretary M/s Sandeep Dar & Company as per therequirements of SEBI (Listing Obligations and Disclosure Requirements) is annexed asAnnexure ‘E' and forms an integral part of this Report.

28. Internal Control System and Adequacy

The Company has an adequate internal control system commensurate with its size andnature of its business. The Internal Audit is entrusted to Internal Auditors namely M/s.Uday & Uday Chartered Accountants who submit their report periodically to the AuditCommittee. Audit observations and corrective actions taken by the Management are presentedto the Audit Committee.

29. Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators / Courts thatwould impact the going concern status of the Company and its future operations. Howevermembers' attention is drawn to the statement on ‘Contingent Liabilities' in the notesforming part of the Financial Statements.

30. Directors

(i) In accordance with Article 168 of the Articles of Association of the Company Mrs.Shikha Jain Director (DIN: 06778623) liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for reappointment.

(ii) All the Independent Directors have given declarations that they meet the criteriaof Independence as laid down under section 149(7) of the Companies Act 2013.

31. Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel (KMP) of the Company as on 31st March 2021 are: Mr.Vishal Jain – Vice Chairman and Managing Director was Re-appointed for further periodof 3 Three years w.e.f. 4th October 2020.

Mr. Rohit Jain – Chief Financial Officer appointed with effect from 11thDecember 2020. And Additional Compliance officer under regulation 30(5) of SEBI (LODR)Regulations 2015 w.e.f 7th May 2021.

Ms. Prajakta Patil- Company Secretary ceased in the employment with effect from 26thApril 2021 and Mr. Qamar Ali is Appointed as Company Secretary and compliance officerw.e.f. 7th May 2021.

32. Material Changes And Commitments If Any

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year of the company to which the financialstatements relate and the date of the report.

33. Change In The Nature Of Business

There is no change in the nature of the business of your Company during the FinancialYear under review.

34. Disclosure About Cost Audit And Records

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 are not applicable to our company.

35. Corporate Social Responsibility (CSR)

Corporate Social Responsibility provisions are not applicable to company.

36. Statement in respect of adequacy of internal financial control with reference tothe financial statements

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its Business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of the reliable financialdisclosures"

37. Reserves

During the financial year ended 31st March 2021 No amount was transferred to Generalreserves.

38. Acknowledgements

The Board of Directors wish to place on record their appreciation for the continuedsupport and co-operation by the bankers customers suppliers and other stakeholders. TheDirectors also thank the employees at all levels for their hard work dedication andsupport.

On behalf of the Board of Directors

Jai Prakash Agarwal
Place : Thane Chairman
Dated : 7th August 2021 DIN: 00242232

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