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‘The Directors are pleased to present the 32nd Annual Report, together with the Company''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
Revenue from Operations (Net of excise)
Earnings before interest & depreciation
Profit before tax
Profit after tax
Other Comprehensive Income
Total Comprehensive Income
During the financial year under review, your Company Sales revenue (net of excise) of Rs. 86,026.09 Lakhs, depicting an increase of 9.22% over the previous financial year when sales revenue of Rs. 78763.36 Lakhs.
Profit before tax (PBT) has shown an increase of 36.99% from Rs. 592.89 Lakhs in FY 2016-17 to Rs. 812.19 Lakhs in FY 2017-18. Your Company''s Profit after Tax (PAT) increased by 163.20% from Rs. 405.71 Lakhs in FY 2016-17 to Rs. 1,067.84 Lakhs in FY 2017-18.
Earnings before Interest, Depreciation and Taxes (EBIDTA) margins stood at 3.89% in FY 2017-18 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 31, 2018 as against the dividend of 20% i.e. Rs 2.00 per equity share of the face value of Rs 10 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 is to the best of their knowledge and belief and according to the information and explanations obtained by them:
a) that in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been adhered, along with proper explanation relating to material departures;
b) that appropriate accounting policies have been considered and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2018 and of the profit and loss of your Company for the financial year ended March 31, 2018;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
d) that the annual accounts for the financial year ended March 31,2018 have been prepared on a going concern basis;
e) that the directors have laid down Internal Financial Controls which were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business in India along with risk management systems and other material developments during the financial year under review. The detailed report 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 38.645 Lakhs equity shares of Rs. 10.00 each aggregating to Rs. 386.45 Lakhs. Holders of equity shares are entitled to receive the Company''s Report and Accounts, to attend and speak at General Meetings and to appoint proxies and exercise voting rights.
The gross block and net block of tangible assets as at March 31, 2018 amounts to Rs.23,096.11 Lakhs and Rs.14,460.95 Lakhs respectively.
The gross block and net block of intangible assets as at March 31, 2018, amounts to Rs. 1,867.46 Lakhs and Rs. 785.34 Lakhs respectively. The Capital work in progress as at March 31, 2018 is Rs. 107.18 Lakhs.
The expenditure on Research and Development at the Company''s in-house R&D facilities eligible for a weighted deduction under Section 35(2AB) of the Income Tax Act, 1961 for the year ended 31st March, 2018, aggregates to Rs. 1.44 Lakhs and Rs. 429.77 Lakhs towards Capital Expenditure and Revenue Expenditure respectively.
Your Company has neither accepted nor renewed any deposits during FY 2017-18 in terms of Chapter V of the Companies Act, 2013.
In accordance with the provisions of the Act, and the Articles of Association of the Company, Mrs.VandanaMinda, Director, retire by rotation and being eligible, offer herself 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.BharartBhushanChadha has resigned from the Board and its committees with effect from May 26, 2018.
The Board places on record its sincere appreciation for the valuable contribution made by Mr. Shiv Raj Singh and Mr.BharartBhushanChadha during their tenure as Non- Executive Director- Independent.
The Board of Directors have appointed Mr.CibyCyriac James and Mr.Arvind Kumar Mittal as an Additional Director of the Company who holds office till the ensuing Annual General Meeting. The Board, based on the recommendation of Nomination and Remuneration Committee considered the appointment of Mr.CibyCyriac James and Mr.Arvind Kumar Mittal as a Non- Executive Director- Independent subject to approval of shareholders. Accordingly a resolution seeking approval of Shareholders for their appointment as an Independent Director(s) for a period of five years is included in the Notice convening the Annual General Meeting.
All the Independent Directors have given declarations stating that they meet the criteria of independence as per the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
KEY MANAGERIAL PERSONNEL (KMP)
Mr.LalitChoudhary was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. May 01, 2018 in place of Mr. Suresh Kumar Vijayvergia who resigned with effect from April 1, 2018. The Board placed on record the sincere appreciation for the valued contribution made by Mr. Suresh Kumar Vijayvergia during his tenure.
Mr.Jaideo Prasad Minda, Chairman, Mr.AshwaniMinda, Chief Executive Officer & Managing Director, Mr.LalitChoudhary, Chief Financial Officer (CFO) and Mr.AmitKithania, Sr. Manager Finance & Company Secretary are the KMPs of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
During the Financial Year 2017-18, Five (5) meetings of the Board of Directors were held. For details of these Board meetings, please refer to the Corporate Governance section 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 and the individual Directors was carried out for Financial Year 2017-18. The Board undertook the process of evaluation through discussions and made an oral assessment led by the Chairman of the Nomination and Remuneration Committee of its functioning as collective body. In addition, there were opportunities for Committees to interact, for Independent Directors to interact amongst themselves and for each Independent Director to interact with the Chairman in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals.
While the Board evaluated its performance against the parameters laid down by the Nomination & Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. Reports on functioning of Committees 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.CorporateSocial Responsibility Committee
4. Stakeholders'' Relationship Committee.
Details of terms of reference of the Committees, Committee membership and attendance at meetings 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 duly followed by the Company.
NOMINATION AND REMUNERATION POLICY
The Remuneration Policy of your Company can be viewed on the following link http://jpmgroup.co.in/jayushin.htm.
RISK MANAGEMENT FRAMEWORK
Your Company follows a comprehensive system of Risk Management. It has adopted a policy and procedure for rapid identification, definition of risk mitigation plans and execution. Actions include adjustments in prices, dispatch plan for specific durations across models, inventory build-up, aligning product line-up as per regulatory mandates and active participation in regulatory mechanisms. Many of these risks can be foreseen through systematic tracking.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ANNEXURE -II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. 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 are safeguarded and protected against loss from unauthorised use or disposition and all financial transactions are authorised, recorded and reported correctly.
An extensive risk based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficiency of internal controls. The internal audit plan is also aligned to the business objectives of the Company. Comprehensive policies, guidelines and procedures are laid down for all business processes. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.
INTERNAL AUDIT & CONTROLS
The Audit Committee has appointed M/s Kanchan& Associates, Chartered Accountants as Internal Auditor of the Company.
The Company continued to implement suggestions and recommendations of the Internal Auditor to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
AUDITORS AND AUDITORS'' REPORT
M/s. S S Kothari Mehta & Co., Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 29,2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
They have audited the financial statements of the Company for the financial year under review. The observations of Statutory Auditors in their Report, read with relevant Notes to Accounts are self-explanatory and, therefore, do not require further explanation. The Auditors'' Report does not contain any qualification, reservation or adverse remark. Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act.
M/s. RSM & Co. Company Secretaries, Delhi was appointed to conduct secretarial audit of your Company for the Financial Year 2017-18.
The Secretarial Audit Report for the said 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 Board has taken note of the observations made by the Secretarial Auditor which is self-explanatory.
ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with IND-AS notified under the Companies (Indian Accounting Standards) Rules, 2015.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company to maintain ethical, moral and legal business conduct have formulated Vigil Mechanism/Whistle Blower Policy which provides a framework for dealing with genuine concerns & grievances. During FY under review, no complaints were received.
During financial year 2017-18, no individual was denied access to the Audit Committee for reporting concerns, if any. The Vigil Mechanism/Whistle Blower Policy of the Company is available 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 the parties covered under Section185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of investments made or loans or guarantee or security provided to the parties covered under Section 186.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During financial year 2017-18, all contracts/arrangements/transactions entered into by your Company with related parties under Section 188(1) of the Act were in the ordinary course of business and on an arm''s length basis. During financial year 2017-18, your Company has entered into contracts/arrangements/transactions with related parties which could be considered ''material'' in accordance with its Policy on Materiality of Related Party Transactions.
All related party transactions were placed before the Audit Committee for its approval, during Financial Year under review, the Audit Committee has approved transactions through the Omnibus mode in accordance with the provisions of the Act and Listing Regulations. Related party transactions were disclosed to the Board on regular basis as per IND AS 24. Details of related party transactions as per IND AS 24 may be referred to in Note 43 of the Standalone Financial Statements.
Your Company has formulated a Policy on Related Party Transactions which is also available 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-2, in 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 during the reporting period.
MATERIAL CHANGES AND COMMITMENTS
No material change and/or commitment affecting the financial position of your Company have 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 General Reserve of the Company.
INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (''the PIT Regulations'') on prevention of insider trading, your Company had instituted a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.
Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. Both the aforesaid Codes are in line with the PIT Regulations.
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 under, extracts 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 492 as against 494 in the previous financial year.
Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support 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 the year 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 exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed as ANNEXURE -VII.
Your Company has put in place an effective Corporate Governance system which ensures that 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 of good Corporate Governance and best management practices that are followed globally. The Code 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 the certificate from M/s. S S Kothari Mehta & Co., New Delhi, confirming compliance of the conditions of corporate governance is annexed hereto and forms part of this Annual Report as 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. During the year 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 Governments, Financial Institutions, Banks, Customers, Employees and Vendors for their co-operation and assistance. Your Directors also take this opportunity to place on record their gratitude for 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