The Members of JSL Industries Limited
Your Directors present this 54th (FIFTY FOURTH) ANNUAL REPORT and Audited Accounts forthe year ended on 31st March 2020.
1. FINANCIAL RESULTS
| || ||(Rs In Lacs) |
|Particulars ||2019-20 ||2018-19 |
|Revenue from Operations ||4910.49 ||5519.14 |
|Operating EBITDA ||254.65 ||303.34 |
|Add : Other Income ||61.92 ||26.50 |
|Profit/(Loss) before Finance Cost & Depreciation ||316.57 ||329.84 |
|Less : Finance Cost ||78.21 ||91.13 |
|Less : Depreciation and Amortization ||161.48 ||167.73 |
|Profit/(Loss) before Taxation ||76.88 ||70.98 |
|Less : Tax Expenses || || |
|Current Tax ||57.09 ||39.75 |
|Deferred Tax (Assets)/Liabilities ||(11.37) ||(1.07) |
|Balance of Profit/(Loss) for the year ||31.16 ||32.30 |
|Other Comprehensive Income/(Expense) ||(8.27) ||(17.79) |
|Total Comprehensive Income for the period ||22.89 ||14.51 |
|Balance Brought Forward from Previous Year ||57.68 ||43.16 |
|Profit available for Appropriations ||80.57 ||57.68 |
|Appropriation: || || |
|Less : Transferred to General Reserve ||0 ||0 |
|Less : Proposed Dividend on Preference Shares ||0 ||0 |
|Less : Dividend Distribution Tax ||0 ||0 |
|Balance Carried to Balance Sheet ||80.57 ||57.68 |
2. PERFORMANCE OPERATIONS
The electrical industry recorded a negative growth this year.
Your company has also recorded negative growth this year.
However measures were taken to nullify the effect of lockdown and slowdown due toCorona Pandemic by varying the product mix control on overheads etc. and hence theprofitability this year is better than last year even over lower turnover.
The saving in electrical energy from the green power generation (2 nos Wind Mills putup by the company for captive power consumption) has been 49% of the total powerrequirements for the year 2019-20.
Instrument Transformer Division
During the year under review the performance of the Instrument Transformer Division hasnot been good this year. The percentage growth of the division has been negative over theprevious year.
Your Company has targeted a moderate turnover for instrument transformer division for2020-21 keeping in view the market and overall growth of instrument transformer industry.
Switch Gear Division
During the year under review the Switch Gear Division has achieved as Net Sales of Rs.18.66 Crores. The performance of the Division has been good this year with 6% increaseover the previous year. The outlook of the Division is good in the year 2020-21 also.
The LT Switchboard business for the year under review has been Rs. 92 lacs. We expectnew Tenders for LTDBs in 2020-21 and outlook is very good.
Motors and Pumps Division
The Motors and Pumps Division has achieved a Net Sales of Rs. 13 Crores for the yearunder review which is about 15% more than previous year.
The energy efficient motors are now manufactured as per the latest Indian Standard No.12615-2018.
We expect a good business in the year 2020-21 also for this Division.
Due to Corona Pandemic and lockdown from March 25 2020 to April 30 2020 we havestarted our production from May 04 2020. Initially we had certain apprehension onslowdown of business in the year 2020-21 but we have taken necessary measures and revisedour product mix and expect to achieve reasonably good results.
3. CHANGE IN NATURE OF BUSINESS
During the year under review Company has not changed its nature of business.
4. DIVIDEND a) Equity Shares:
In view of requirement of financial resources and considering the future requirementsof funds your Directors do not recommend any dividend on equity shares of the Company.
b) Non-Convertible Non-Cumulative Redeemable Preference Shares:
The Non-Convertible Non-Cumulative Redeemable Preference Shares are entitled to adividend at the rate 6% per share. Accordingly your directors recommended a dividend @ 6%per share as per the terms of the issue on 192735 - Non Convertible Non CumulativeRedeemable Preference Shares of Rs. 100/- each for the financial year ended on March 312020 for approval of the Members. Dividend @ 6% per share involving cash out flow of Rs.1156410/-.
5. TRANSFER TO RESERVES
No amount has been transferred to reserves.
6. PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the year under review.
7. SHARE CAPITAL
The issued subscribed and paid up Share Capital of the Company as on March 31 2020was Rs. 31012180/-.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loan or provided guarantees or made any investments asprescribed under Section 186 of the Companies Act 2013.
9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO.
As required by Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 the relevant data pertaining to conservation of energy technologyabsorption and foreign exchange earnings and outgo are given in Annexure A formingpart of this Report.
10. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report with Auditors' Certificate thereon and asper the provision of Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis are given in Annexure Bforming part of this Report.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL
Appointment/Re-appointment of Directors
Pursuant to the provisions of the Companies Act 2013 ("the Act") theshareholders in the 51st AGM of your Company held on 26th September 2017 appointed Mrs.Tejal R. Amin (DIN: 00169860) Wholetime Director to hold office for a period of 3 (three)years with effect from 1st July 2017 to 30th June 2020. Mrs. Tejal R. Amin (DIN:00169860) is eligible for re-appointment as a Wholetime Director for a further period ofthree years with effect from 1st July 2020. Pursuant to the provisions of the Act basedon the recommendation of the Nomination and Remuneration Committee the Board recommendsfor the approval of the Members through a Special Resolution in the 54th AGM of yourCompany the re-appointment of Mrs. Tejal R. Amin (DIN: 00169860) as a Wholetime Directorfor a further period of three years with effect from 1st July 2020 to 30th June 2023.
Director liable to Retire by Rotation
In accordance with the provisions of Companies Act 2013 and Articles of Association ofthe Company Mr. Rahul N. Amin (DIN: 00167987) is liable to retire by rotation at theensuing Annual General Meeting of the Company and being eligible offer himself forre-appointment. The Board recommends the appointment of Mr. Rahul N. Amin as Director ofthe Company retiring by rotation.
Details of the proposal for the appointment / re-appointment of Directors along withtheir shareholding in the Company as stipulated under Secretarial Standard 2 andRegulation 36 of the SEBI Listing Regulations is mentioned in the Notice of the AnnualGeneral Meeting.
All the Directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section 164 of the Companies Act 2013.
Declaration by Independent Directors
The Independent Directors of the Company have given the declaration and confirmation tothe Company as required under Section 149(7) of the Companies Act 2013 and Regulation25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015confirming that they meets the criteria of independences and that they are not aware ofany circumstances or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with in objective independentjudgement and without any external influence.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder.
1. Mrs. Tejal R. Amin Wholetime Director
2. Mr. K. J. Gupta Chief Executive Officer
3. Mr. Amul Parikh Chief Financial Officer
4. Mr. Ishwar Nayi Company Secretary and Compliance Officer
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions under Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm and state that:
a) in the preparation of annual accounts for the year ended March 31 2020 theapplicable accounting standards have been followed and given proper explanation relatingto material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern' basis;
e) 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
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
13. BOARD MEETINGS
The Board of Directors met 5 (Five) times during the year. The details of the BoardMeetings and the attendance of the Directors are provided in the Corporate GovernanceReport which forms part of this Report.
14. AUDIT COMMITTEE
The Audit Committee comprises of 4 (Four) members. The Chairman of the Committee is anIndependent Director. The Committee met 5 (Five) times during the year. The detailspertaining to composition of Audit Committee are included in the Corporate GovernanceReport which forms part of this Report.
15. NOMINATION AND REMUNERATIOIN COMMITTEE
The details pertaining to composition of Nomination & Remuneration Committee areincluded in the Corporate Governance Report which forms part of this Report.
16. STAKEHOLDERS RELATIONSHIP COMMITTEE
The details pertaining to composition of Stakeholders Relationship Committee areincluded in the Corporate Governance Report which forms part of this Report.
17. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE
The Company has no subsidiary Associate or Joint Venture within the meaning of Section2(6) of Companies Act 2013 ("the Act").
18. WHISTLE BLOWER / VIGIL MECHANISM POLICY
The Company has established a "Whistle Blower / Vigil Mechanism Policy" forDirectors Employees and Stakeholders to report the genuine concerns. The provisions ofthis policy are in line with the provisions of Section 177(9) of the Companies Act 2013and also as per the Regulation 22 read with Regulation 4(d)(iv) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015. Policyis available on the website of the Company at the web-linkhttp://www.jslmogar.com/userfiles/investor_relations/investor_relations_document/1505561898.pdf.
19. NOMINATION AND REMUNERATION POLICY
A Nomination and Remuneration Policy has been formulated pursuant to the provisions ofSection 178 and other applicable provisions of the Companies Act 2013 and Rules theretostating therein the Company's policy on appointment and remuneration of Directors and KeyManagerial Personnel.
The said Policy may be referred to at the Company's official website at the web-linkhttp://www.jslmogar.com/userfiles/investor_relations/investor_relations_document/1505561981.pdf.
20. RISK MANAGEMENT
The Risk Management Policy of the Company may be referred to at the Company's officialwebsite at the web-link http://www.jslmogar.com/userfiles/investor_relations/investor_relations_document/1564140101.pdf.
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks in achieving key objectives of the Company. The Company has developed andimplemented Risk Management Policy of the Company to identify evaluate business risks andopportunities. This framework seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company's competitive advantage.
21. BOARD EVALUATION
The evaluation framework for assessing the performance of Board including theindividual directors is based on the following key measures:
- Attendance and participation in the Meetings and timely inputs on the minutes ofthe meetings
- Adherence to ethical standards & code of conduct of Company and disclosure of nonindependence as and when it exists and disclosure of interest
- Raising of valid concerns to the Board and constructive contribution to resolution ofissues at meetings
- Interpersonal relations with other directors and management
- Objective evaluation of Board's performance rendering independent unbiased opinion
- Understanding of the Company and the external environment in which it operates andcontribution to strategic direction
- Safeguarding interest of whistle-blowers under vigil mechanism and safeguard ofconfidential information The evaluation involves Self-Evaluation by the Board Member andsubsequently assessment by the Board of Directors. A Member of the Board does notparticipate in the discussion of his/ her evaluation.
22. EVALUATION OF COMMITTEES OF THE BOARD
The performance of the Audit Committee the Nomination and Remuneration Committee andthe Stakeholders Relationship Committee was evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsetc. The Board was of the unanimous view that all the committees were performing theirfunctions satisfactorily and according to the mandate prescribed by the Board under theregulatory requirements including the provisions of the Act the Rules framed there underand the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
23. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 are given inAnnexure C forming part of this Report.
24. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with the Promoters Directorsand Key Managerial Personnel etc. which may have potential conflict with interest of theCompany at large.
The Policy on Related Party Transactions of the Company is uploaded on the Company'swebsite at the web-link http://www.jslmogar.com/userfiles/investor_relations/investor_relations_document/1505561918.pdf.
The Audit Committee reviews all related party transactions quarterly.
The particulars of Contract or arrangement with related parties given in FORM AOC-2are given in Annexure D forming part of this Report.
a) STATUTORY AUDITORS
As per Section 139 of the Companies Act 2013 (the Act') read with the Companies(Audit and Auditors) Rules 2014 the Members of the Company in 51st Annual GeneralMeeting approved the appointment of M/s. V. H. Gandhi & Co. Chartered Accountants(Firm Registration No. 103047W) as the Statutory Auditors of the Company for an initialterm of 5 years i.e. from the conclusion of 51st Annual General Meeting till theconclusion of 56th Annual General Meeting of the Company.
Pursuant to amendments in Section 139 of the Companies Act 2013 the requirements toplace the matter relating to such appointment for ratification by members at every annualgeneral meeting has been omitted with effect from 7th May 2018. Hence the resolutionseeking ratification of the members for their appointment is not being placed at theensuing Annual General Meeting. The Report given by M/s. V. H. Gandhi & Co. CharteredAccountants on the financial statement of the Company for the year 2020 is part of theAnnual Report.
b) SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesframed thereunder the Company has appointed M/s. J. J. Gandhi & Co. PracticingCompany Secretaries Vadodara to carry out Secretarial Audit of the Company. The Reportof the Secretarial Audit is enclosed herewith as Annexure E which forms part ofthis Board's Report.
26. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY INTHEIR REPORTS
(i) By Statutory Auditor in his report;
There is no qualification reservation or adverse remark or disclaimer in audit reportissued by the auditors of the Company.
(ii) By the company secretary in practice in his secretarial audit report;
The Practicing Company Secretary in their report for financial year ended March 312020 has expressed their observation. Your directors would like to furnish theirexplanation to the said observation as under.
With regard to the observation from secretarial auditor All those promoters who havenot dematerialized their shares have initiated the process of getting their shares indemat form.
27. INTERNAL FINANCIAL CONTROLS
As per provisions of Section 134(5)(e) of the Companies Act 2013 the Directors havean overall responsibility for ensuring that the Company has implemented robustsystems/framework of internal financial controls to provide them with reasonable assuranceregarding the adequacy and operating effectiveness of controls with regards to reportingoperational and compliance risks.
Your Company has adequate financial control system and framework in place to ensure:
1. The orderly and efficient conduct of its business including adherence to Company'spolicies;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
Significant observations including recommendations for improvement of the businessprocesses are reviewed by the Management before reporting to the Audit Committee. AuditCommittee reviews Internal Audit Reports as well as operating plans and status ofimplementation of the agreed action plans. This system of internal control facilitateseffective compliance of Section 138 of the Companies Act 2013 and the Securities andExchange Board of India (Listing obligations and disclosure requirements) Regulations2015.
The Internal Auditor of the Company checks and verifies the internal control andmonitors them in accordance with the policy adopted by the Company. The Board of Directorsregularly review the effectiveness of controls and takes necessary corrective actionswhere weaknesses are identified as a result of such reviews. Based on this evaluationthere is nothing that has come to the attention of the Directors to indicate any materialbreak down in the functioning of these controls procedures or systems during the year.There have been no significant events during the year that have materially affected orare reasonably likely to materially affect our internal financial controls.
28. REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has always provided a congenial atmosphere for work to all employees thatare free from discrimination and harassment including sexual harassment. It has providedequal opportunities of employment to all without regard to their caste religion colourmarital status and sex. In compliance with the Sexual Harassment of Women at Work Place(Prevention Prohibition and Redressal) Act 2013 and the rules made thereunder theCompany has in place a policy on Sexual Harassment at Work place. The Company has compliedwith the provisions relating to the constitution of Internal Complaints Committee underthe Sexual Harassment of Women at the Work Place (Prevention Prohibition and Redressal)Act 2013 and the rules made thereunder. During FY 2019-20 the Company conductedawareness programmes in respect of Sexual harassment at work place. No case was reportedrelating to sexual harassment during the FY 2019-20.
29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act 2013 ("theAct") read with Rule 5 (2) and 5(3) of the Companies Act 2013 (Appointment andRemuneration of Managerial Personnel) Rules 2014 there is no employee drawingremuneration in excess of the limits set out in the said Rules and other details asrequired under Section 197(12) of the Act read with Rule 5(1) and 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in AnnexureF forming part of this Report.
30. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the financial statements relate and the date of the report.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility Provisions are applicable to every Company having networth of Rupees Five Hundred Crores or more or Turnover of Rupees one thousand crores ormore or a Net Profit of Rupees Five Crores or more. As the said CSR Provisions are notapplicable to Company Company has not developed and implemented any Corporate SocialResponsibility initiatives.
32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
No frauds have been noticed or reported during the year under audit report which arereportable to the Central Government.
33. INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has followed the relevant Accounting Standards notified by the Companies(Indian Accounting Standards) Rules 2015 while preparing Financial Statements.
34. COMPLIANCE OF SECRETARIAL STANDARD
As per requirement of provisions of Section 118(10) the Company has complied with theSecretarial Standard applicable to the Company.
The Board of Directors take this opportunity to thank the Company's customers memberssuppliers bankers associates Central and State Governments and employees at all levelsfor their support and co-operation extended to the Company during the year.
|Place : Vadodara ||On behalf of the Board of Directors |
|Date : August 12 2020 ||For JSL Industries Limited |
|Registered Office || |
|Village Mogar 388 340 ||(Rahul N. Amin) |
|Dist. Anand Gujarat. ||Chairman |
|CIN NO: L31100GJ1966PLC001397 ||(DIN : 00167987) |