The Directors seek to present the Fortieth Annual Report on business
and operations of the Company along with the Audited Statement of
Accounts for the financial year ended 31st March, 2015.
Performance of the Company, on standalone basis, for the financial year
ended 31st March, 2015 is as summarized below:
Gross Turnover 2,79,789 3,38,268
Profit before tax (26,967) 5,231
Provision for taxation including
deferred tax (31) (1,999)
Profit after tax (26,998) 3,232
Dividend - Preference Shares 25 25
Dividend Tax 5 4
Transfer to General Reserve - 350
Transfer to Debenture Redemption Reserve - 826
Surplus in the statement of Profit
and Loss 11,613 39,019
During the year 2014-15, overall business environment was challenging.
Your Company faced significant lag in sanction of assessed working
capital facilities resulting in stress in cash flow, delay in project
execution and realization leading to enlargement of debtors.
Your Company reported a decline in the top-line by 17% over the
previous year. At standalone level, the gross revenue from operations
stood at Rs. 2,79,790 Lacs, as compared to Rs. 3,38,268 Lacs in the
previous year. The operating loss before tax stood at Rs. 26,967 Lacs, as
compared to operating Profit before tax of Rs. 5,231 Lacs in the previous
year. The net loss for the year stood at Rs. 26,998 Lacs, as compared to
net Profit of Rs. 3,232 Lacs in the previous year.
At consolidated level, gross revenue from operations was placed at Rs.
3,12,753 Lacs, as compared to Rs. 3,69,297 Lacs in the previous year. The
net loss for the year stood at Rs. 39,575 Lacs, as compared to loss of Rs.
936 Lacs in the previous year.
Exports of the Company amounted to Rs. 77,845 Lacs (previous year Rs.
1,03,485 Lacs) representing about 28% of the net sales. Supply of
towers and structures declined to 46,097 MT as compared to 87,587 MT in
the previous year. Order backlog at the end of the year was at Rs.
4,61,000 Lacs as compared to Rs. 4,35,390 Lacs at the end of the previous
With overall recession in trade and industry coupled with delay in
commissioning of most of the projects due to lack of adequate working
capital had put considerable financial pressure on the Company and in
particular, on the cash flow. Lenders amongst themselves, with State
Bank of India as the leader, formed a Joint Lenders Forum (JLF) under
RBI''s JLF framework to formulate a corrective action plan.
The Restructuring Scheme contours:
1. The cut-off date (COD) identified, for the purpose of determining
the eligible debts to be restructured under the scheme is 1st April,
2. Rescheduling of principal outstanding for the term loans and
sanction of additional cash credit facility, non-fund based working
capital and term loan.
3. Moratorium for principal repayment of term loan for 18 months from
COD i.e. till 30th September, 2015.
4. Reduction in rates of interest on term loans @ 12% p.a.
5. Interest to be funded on term loan for 12 months from COD i.e. till
31st March, 2015.
Despite lenders having approved the restructuring scheme in September
2014, most of the working capital bankers did not release all the
sanctioned enhanced facilities, as agreed in the scheme. With this, the
operations could not be ramped up resulting in delay in project
To overcome these challenges, the Company has been managing its
operations, exploring short term and long term solutions including
infusion of equity capital.
Considering that the Company has incurred loss for the year ended 31st
March, 2015, the Board of Directors of your Company have decided, not
to recommend any dividend on equity shares for FY 2015.
However, your Directors recommend a dividend of Rs. 1 (Rs. 1 previous year)
per share on preference shares of Rs. 100 each.
SHARE CAPITAL AND LISTING OF SHARES
During the year under review,
1. your Company allotted 61,750 equity shares of face value of Rs. 2
each to its employees against exercise of options granted under
Employee Stock Option Scheme;
2. in compliance with the restructuring scheme and in accordance with
applicable SEBI guidelines, the Company allotted
a. 2,33,87,018 equity shares of face value of Rs. 2/- each to Qualified
Institutional Buyers at an issue price of Rs. 42.85 each, aggregating to
Rs. 10,021 Lacs; and
b. 38,05,120 equity shares of face value of Rs. 2/- each to a promoter
group company, at an issue price of Rs. 52 each, aggregating to Rs. 1,979
Lacs, on private placement basis.
The equity shares of the Company are listed and traded in compulsory
dematerialized form on the Bombay Stock Exchange Limited and the
National Stock Exchange of India Limited. Your Company has paid Annual
Listing fees to the Stock Exchanges.
In compliance with applicable provisions of Companies Act, 2013 (Act),
a statement giving salient features of the financial statements and
performance of the Company''s subsidiaries, associates and joint
ventures for the year ended 31st March, 2015, is attached and forms
part of this report. The financial statements of subsidiary companies
shall be uploaded on the website of your Company and the same are
available for inspection by the members at the registered office of your
Company during business hours on all working days except Saturdays upto
the date of the Annual General Meeting. Any member desirous of
obtaining a copy of the said financial statements may write to the
Company at the registered office of the Company.
The audited consolidated financial statements prepared in accordance
with the prescribed accounting standards, form part of this Annual
The following changes took place during the year:
With advancing age and health condition, Mr. G. L. Valecha (DIN
00001267) and Mr. A. J. Khan (DIN 00002081) ceased to be Directors of
the Company with effect from 10th November, 2014 and 31st March, 2015,
During the year, Mr. Santosh V. Nayak (DIN 00001281) and Mr. Ashok
Goyal (DIN 00035392) ceased to be the Managing / Joint Managing
Director of the Company.
Your Board of Directors on 9th February, 2015 re-designated Mr. Prakash
Thakur (DIN 01421897) as Director and appointed Ms. Jyotsna Jamkhandi
(DIN 07091274) as an Additional Director of the Company. Pursuant to
Section 161 of the Act, Ms. Jyotsna Jamkhandi holds office upto the date
of the ensuing Annual General Meeting of the Company and is eligible
for appointment as a Director. The Company has received requisite
notice in writing from a member proposing her name for the office of a
The Company has received declarations from all Independent Directors of
the Company namely, Mr. S. D. Kshirsagar (DIN 00001266), Mr. T. C.
Venkat Subramanian (DIN 00040526), Mr. R. C. Rawal (DIN 02932427) and
Mr. V. M. Kaul (DIN 00015245) confirming that they meet the criteria of
independence as prescribed under the Act and Listing Agreement.
Your directors recommend the re-appointment of Mr. Prakash Thakur (DIN
01421897) and Mr. Kalpesh Kikani (DIN 03534772), Directors of the
Company who are liable to retire by rotation and being eligible, have
offered themselves for re-appointment.
Brief profile of Directors seeking appointment / re-appointment form
part of the Report on Corporate Governance.
In compliance with the Act and Listing Agreement, during the year under
review, the performance evaluation of the Board, the directors
individually and the Committees of the Board was carried out based on
During the year nine Board Meetings and six Audit Committee Meetings
were convened and held, details of which are given in the Corporate
The Company has a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and other
employees. The policy also lays down criteria for selection and
appointment of Board Members. The details of this policy are given in
the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Directors have constituted Corporate Social Responsibility (CSR)
Committee comprising Mr. S. D. Kshirsagar, as Chairman and Mr. T. C.
Venkat Subramanian, Mr. V. M. Kaul & Mr. R. C. Rawal, as members.
The said Committee recommends to the Board, the CSR projects /
activities to be undertaken by the Company, monitoring the
implementation of framework of CSR Policy and recommending the amount
to be spent on CSR activities.
On recommendation of CSR Committee, the Board of Directors of your
Company approved CSR Policy which may be accessed at the Company''s
During the year, the Company spent Rs. 194 Lacs on CSR activities
comprising infrastructure development around its areas of operations,
as against the required amount of Rs. 178 Lacs.
The Annual Report on CSR containing the particulars specified in the
Annexure to the Companies (CSR Policy) Rules 2014 is annexed and form
part of this report.
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee. The details of
Committee and its terms of reference are set out in the Corporate
Governance Report forming part of the Board Report.
RELATED PARTY TRANSACTIONS
Your Company has formulated a policy on related party transaction which
is also available on the Company''s website. All related party
transactions during the financial year were on an arm''s length basis and
in the ordinary course of business. There were no transactions which
were material and accordingly, no disclosure is made in respect of
related party transactions.
M/s. R. M. Ajgaonkar & Associates, Chartered Accountants, Statutory
Auditors of the Company hold office upto the forthcoming Annual General
Meeting and are recommended for re-appointment for the financial year
2015-16. As required under the provisions of Section 139 and 141 of the
Act, the Company has obtained written confirmation from the Auditors to
the effect that their appointment, if made, would be in conformity with
the provisions of those sections.
Auditors comments on your Company''s accounts for the year ended 31st
March, 2015 read with notes to financial statements are self-explanatory
in nature and do not require any explanation as per provisions of
Section 134 of the Act.
The Company has appointed Mr. Narhar K. Nimkar, Cost Accountant, as the
Cost Auditor to audit the cost accounts of the Company for the financial
year 2015-16. The cost audit report for the financial year 2013-14 was
fled with the Ministry of Corporate Affairs on 26th September, 2014.
As required under the Act, the remuneration payable to the Cost Auditor
is required to be placed before the members at the general meeting for
ratification. Accordingly, a resolution seeking member''s ratification for
the remuneration payable to Mr. Narhar K. Nimkar, Cost Accountant is
included at item no. 8 of the notice convening the Annual General
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. S. S. Rauthan & Associates (COP No. 3233),
as Secretarial Auditors of the Company for the year ended 31st March,
2015. Report of Secretarial Auditors is annexed and form part of this
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in form MGT 9,
as required under Section 92 of the Act is annexed and form part of
During the year, the Company has not accepted fixed deposits. The
Company has been paying interest and repaying the deposits, in
accordance with the terms and conditions of the fixed deposit accepted
under Companies Act, 1956. The Company has no overdue deposits other
than unclaimed deposits of Rs. 78.50 lacs.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees or investments covered under the
provisions of Section 186 of the Act are given in notes to the
standalone financial statements forming part of the Annual Report.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
Pursuant to the provisions of
a. Section 205A (5) and 205C of the Companies Act, 1956, relevant
amounts of dividend, debentures and interest thereon, which remain
unpaid or unclaimed for a period of 7 years have been transferred to
Investor Education and Protection Fund; and
b. Investor Education and Protection Fund (Uploading of Information
regarding unpaid and unclaimed amounts lying with Companies) Rules
2012, the Company has uploaded the details of unpaid and unclaimed
amounts of dividend lying with the Company as on 22nd September, 2014
(date of last Annual General Meeting) on the website of the Company
www.jsl.in, as also on the Ministry of Corporate Affairs'' website.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197 of the Act and Rule
5(1) of Companies (Appointment and Remuneration of Management
Personnel) Rules, 2014 is annexed and form part of this report.
Details of employee remuneration as required under provisions of
section 197(12) of the Act and Rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Management Personnel) Rules, 2014 are
available for inspection by the members at the registered Office of the
Company during business hours on working days up to the date of the
ensuing Annual General Meeting and shall be made available to any
shareholder on request.
Pursuant to Clause 49 of the Listing Agreement, Management Discussion
and Analysis, Corporate Governance Report, together with Auditors''
Certificate on compliance with the conditions of Corporate Governance as
laid down, are annexed and form part of this report.
CODE OF CONDUCT
The Company has a code of conduct and vigil mechanism, copies of the
same have been posted on website of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place an anti-sexual harassment policy in line with
the requirements of ''The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013''. During the year, no
complaints were reported.
OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY
For your Company safety, health and well-being of its employees and
people working for it is of utmost importance. Your Company strives to
take care of environment and for sustainable business development
continues to develop and implement environmental management system to
measure, control and reduce the environmental impact. Company''s
operations are in compliance with all applicable regulations.
EMPLOYEES STOCK OPTION SCHEME
Details of Stock Options granted during the year under the ''JSL
Employees Stock Option Scheme - 2005'' are annexed and form part of this
TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN EXCHANGE
EARNINGS & OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo is annexed and form part of this
DIRECTORS'' RESPONSIBILITY STATEMENT
In compliance with Section 134 (5) of the Act, the Directors of your
Company confirm :
i that the applicable Accounting Standards have been followed in the
preparation of annual accounts and that there are no material
ii that such accounting policies have been selected and applied
consistently and the judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
your Company as at 31st March, 2015 and of the Profit of your Company
for the year ended on that date;
iii that proper and sufficient care has been taken for the maintenance
of adequate accounting records, in accordance with the provisions of
the Act for safeguarding the assets of your Company and for preventing
and detecting fraud and other irregularities;
iv that the annual accounts have been prepared on a going concern
v that the internal financial controls to be followed by the Company
have been laid down and such internal financial controls are adequate
and were operating effectively; and
vi that proper systems to ensure compliance with the provisions of all
applicable laws have been devised and such systems were adequate and
Your Board takes this opportunity to thank all its employees for their
dedicated service and firm commitment to the goals of the Company. Your
Board also wishes to place on record its sincere appreciation for the
whole hearted support received from all Shareholders and other
stakeholders, valued customers, banks, government and statutory
authorities, investors and stock exchanges for their continued support
to the Company. We look forward to continued support of all these
partners in progress.
For and on behalf of the Board
S. D. Kshirsagar
Mumbai; 13th August, 2015