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Directors Report of Jasch Industries Ltd.

Mar 31, 2016

1. FINANCIAL HIGHLIGHTS

The performance of company on stand-alone basis during the financial year ended 31st March, 2016 has been as under :

('' in lakh)

Particulars

Current Year

Previous Year

2015-16

2014-15

Gross Income

11021.36

10565.80

Profit before interest and depreciation

1126.08

934.26

Financial Charges

225.50

216.38

Gross Profit

900.58

717.88

Provision for Depreciation

257.88

246.38

Net profit before Tax

642.70

471.50

Provision for Tax (Net) & CSR

232.08

162.41

Net Profit after Tax

410.62

309.09

Balance of profit brought forward

1993.99

1684.91

Balance available for appropriation

2404.61

1993.99

Amount proposed to be carried to any Reserve

—

—

Transfer from General Reserve

—

—

Surplus carried to Balance Sheet

2404.61

1993.99

2. Performance during the financial year under Report

2.1 State of Company''s Affairs

Your company has achieved gross sales of Rs. 110.21 crore during 2015-2016, which were 4.31% higher as compare with the sales of the previous year. The sales of Synthetic Leather Division were almost stagnant at Rs. 83.21 crore as compared with sales of Rs. 83.93 crore during the previous year due to sluggish market conditions. Further with the general decline in the prices of some of the raw materials, selling price of Synthetic Leather was also marginally reduced resulting in stagnant sales. The sales of Electronic Gauge Division at Rs. 26.99 crore were 24.2% higher as compared with previous year due to higher inflow of orders both from Domestic and International market, particularly during the second half of the year.

The company''s operating profit before interest, depreciation, income tax and provision for corporate social responsibility increased by 20.5% to Rs. 11.26 crore during 2015-16 as compared with Rs. 9.34 crore during the previous year due to lower raw material prices and reduced power & fuel. The interest and finance charges have marginally increased to Rs. 2.26 crore as compared with Rs. 2.16 crore during the previous year.

The net profit after interest, depreciation, income tax and write back of deferred tax of Rs. 5.61 lakh and provision for corporate social responsibility have increased to Rs. 4.11 crore, which were 32.68% higher as compared with the previous year. Keeping in view prevailing sluggish market conditions resulting in stagnant sales, the management considers overall performance to be satisfactory. The Board has not proposed appropriation of any amounts to reserves. During the year, there has not been any change in nature of business of the company. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future. The financial statements of the company have been audited by independent statutory auditors, who have previously subjected themselves to peer review. Their Audit report, which is annexed is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer calling for comments by the Board.

2.2 Material Changes and commitment, if any affecting the financial position of the company

As the members are aware, at present the Company has two business segments: (1) manufacture of PU resins and PU/PVC coated fabrics and

(2) manufacturing of industrial gauges. The manufacture of industrial gauges requires a dedicated focus and business strategies to develop its growth potential in the business market relevant to it. To do so and thus create value for all of its stakeholders, the management proposes its demerger from rest of the business of the Company and vest it in a newly incorporated wholly subsidiary Company viz Jasch Automation Ltd. In consultation with professionals in the field, the management had prepared a draft Scheme of Demerger and also obtained "Fairness Opinion" from a Category-I Merchant Banker and also had "Share Entitlement Ratio" determined by a Chartered Account in practice. A copy of the draft Scheme of Demerger, obtained Fairness Opinion, calculation of Share Entitlement Ratio and other related documents are available at the website of the Company www.jaschindustries.com under the tab "Demerger".

The proposed Scheme envisages allotment in proportion of seventy-two equity shares of Jasch Industries Ltd and twenty-eight equity shares of Jasch Automation Ltd (both of Rs. ten each and fully paid up), in exchange of existing one hundred equity shares (fully paid up) of Jasch Industries Ltd held by the shareholders on a date, which is yet to be determined. Since it is proposed to have the equity shares of Jasch Automation Ltd listed on BSE Ltd, this would also help its shareholders to unlock the value of their shares.

As required by law, the Company had filed an application with BSE Ltd (Mumbai Stock Exchange) " with a draft Scheme of Demerger and has received "observation letter" dated 23rd June, 2016 from it. The proposed Scheme will be subject to approval of the Hon''ble Punjab & Haryana High Court, the shareholders of the Company and its creditors.

Besides the above, no material changes and commitment affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Director''s Report.

3. Future prospects

The company is continuously upgrading its technology and modernizing plant and machinery to maintain competitive edge in the market. The company is also concentrating on PU Resin where competition is somewhat less and surplus capacity is available after meeting internal requirements for production of PU Synthetic Leather. The company is availing the services of Foreign Technical Experts for developing new Products of PU Leather with potential of higher realization.

4. Dividend

The management has not proposed any dividend for the year ended on 31st March, 2016 so as to conserve resources for Capex and augmenting working capital.

5. Directors & Key Managerial Personnel

The Board of Directors is the apex body constituted by shareholders for overseeing the Company''s overall functioning. The Board provides and evaluates the Company''s strategic direction, management policies and their effectiveness and ensures that shareholders'' long-term interests are being served. The decision making process at the Company is institutionalized. Stakeholder''s interests are taken into account, before making any business decision. The Chairman and Managing Director (CMD) provides overall direction and guidance to the Board. The Board has constituted three Committees, namely Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee and is empowered to constitute additional functional Committees from time to time, depending on business needs.

For statements on composition of the Board, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and their Meetings held during the Financial Year under Report, Independent Directors, their brief resume, the declarations of Independence given them and appointment of Key Managerial Personnel, please refer to Annexure A (Corporate Governance Report) which forms an integral part of this Report. Terms and conditions of appointment of Independent Directors can be accessed from the website of the Company at the following web link : www.jaschindustries.com/ Filings & Disclosures/ Appointment & Training of IDs.

During the financial year under report, no new Director was appointed or re-appointed. However, appointment of Dr. SK Khandelwal, Dr. KC Varshney, Shri Kuldeep Singal and Shri KL Khetarpaul as Independent Directors which was previously made under the old Companies Act of 1956, was re-confirmed for a period of five years by means of Postal Ballot. During the period intervening between the close of the financial year under report and the date of this notice, on the recommendations of the Nomination & Remuneration Committee, Shri Jai Kishan Garg, Shri Ramnik Garg and Shri Navneet Garg, whose tenure as Managing Director, Whole Time Director and Whole Time Director respectively, came to an end, were re-appointed for a further period of three years, subject to approval by this Annual General Meeting. Shri Ramnik Garg, Director retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. On the recommendations of the Nomination & Remuneration Committee, the Board of Directors proposes to re-appoint him as Director (subject to retirement by rotation). The Board recommends these (re) appointments.

6. Particulars of Employees

The Company does not have any employees whose particulars are required to be disclosed in the Directors'' Report pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

7. Board & Board Committee Meetings

Details of Board and Committee Meetings are given in the Corporate Governance Report, which is annexed as Annexure A ibid which forms integral part of this Report.

8. Evaluation of Board, its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and Listing Agreement/Listing Regulations, the Board carries out periodic evaluation of its own performance, that of the directors individually as well as that of its Committees as per the criteria suggested by the Nomination & Remuneration Committee, which includes attendance and participation at Board, Committee and General Meetings; quality of individual director''s contribution to Board, relationship of an individual director with other Board members; ability to follow up the views expressed by him/her earlier, ability to contribute to and monitor the corporate governance practices, ability to restrict litigation to the minimum, ability to take unanimous decisions, ability to adopt international best practices, ability to actively participate in long-term strategic planning, ability to fulfill directors'' legal obligations and fiduciary responsibilities, self-appraisal of Key Result Areas (in case of whole time directors), etc.

9. Remuneration Policy, Remuneration of Directors & Appointment of Directors

For a policy on Directors'' appointment, remuneration and criteria of evaluation required to be disclosed under Section 178(3) of the Companies Act, 2014 and under the Listing Agreement /Listing Regulations, please refer to Annexure B, which forms part of this Report.

10. Disclosure under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration, etc. of managerial personnel, as stipulated under the Section/Rules mentioned in the above sub-heading, are annexed as Annexure C to this Report which forms part of this Report.

11. Subsidiaries, Consolidated Accounts and materiality

Indev Gauging Systems Inc (INDEV), is a wholly owned subsidiary of Jasch North America Ltd(JNAC) (the latter in turn being the wholly owned subsidiary of Jasch Industries Ltd). Incorporated in the United States, both these entities existed as subsidiaries of the Company at the beginning and at the end of the Financial Year under Report. On 16th February, 2016, a new Company i.e. Jasch Automation Ltd was incorporated as a wholly owned subsidiary to receive the demerged business of Automation Division of the Company. A subsidiary company is considered as material if the holding Company''s investment in the subsidiary company exceeds twenty per cent of consolidated net worth of holding company as per holding company''s audited balance sheet of the previous financial year or if the subsidiary company has generated twenty per cent of the consolidated income of the holding company during the previous financial year.

Performance and financial position: JNAC does not perform any business, except supporting INDEV by way of providing share capital or investment or guarantee. Although calendar year is the financial year of both these subsidiaries but financial statement of JNAC has been obtained for the fifteen month period ended on 31-03-2016 and consolidated with the financial statements of the Company for the financial year ended on that date. During this fifteen month period, JNAC achieved a gross sales and other income of USD equivalent of INR 14,45,61,390 and incurred a loss of USD equivalent of INR 1,19,50,518. The loss is largely attributable to the quarter 01-01-2016 to 31-05-2016, which is a lean period in USA. In accordance with the requirements of accounting standard (AS) 21 prescribed by The institute of chartered Accountants of India, the consolidated accounts of the Company, which include those of its wholly owned subsidiaries, are annexed to this report.

12. Financial Audit & Financial Auditors'' Report

M/s Arora and Choudhary Associates, Chartered Accountants, who have subjected themselves to peer review, have carried out statutory audit of Company''s financial accounts during the financial year 2015-16. They hold office till the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limit under Companies Act, 2013 and that they are not disqualified for re-appointment. The Directors and the Audit Committee recommend their re-appointment. Auditors'' Report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer. There is no matter reportable under section 143(12) of the Companies Act, 2013.

13. Secretarial Audit & Secretarial Auditors'' report

During the financial year under Report, the Company subjected itself to Secretarial Audit by Independent Secretarial Auditors, M/s Mukesh Arora & Co, Company Secretaries and their report in Form MR-3 is at Annexure D, which forms part of this Report.

14. Cost Audit & Cost Record

During the year, the Company was mandated to maintain cost records and also appoint cost auditors in respect of its products falling under CETA heading 3909 and 3921 (Plastics and Polymers). Accordingly, the Company duly maintained cost records and subjected these to cost audit which was conducted by Vipul Bhardwaj & Company, Cost & Management Auditors. Their report, the due date of which is one hundred and eighty days from the close of the financial year, is not yet due.

15. Internal Audit, Internal Control Systems & Their Adequacy

The Company has engaged CMA Jyoti Gandhi as its Internal Auditor. The scope of their work includes review of processes for safeguarding the assets of Company, effectiveness of systems and processes and assessing the internal control strengths in all areas. Management is having tight control on all the operations of the Company. All expenses are scrutinized and approved by the top management. The Company has adequate system so as to have proper check and control on every department. Deviation from established system, if any are placed before Audit Committee of the Board for review and corrective action to be taken, if any.

16. Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.jaschindustries.com under the link Filings & Disclosures/RPT, Vigil & Other Policies.

17. Risk management policy

A statement indicating business risks and the management policy to manage the risks, forms part of Management Discussion & Analysis Report attached with Directors'' Report.

18. Extract of Annual Return

Extract of Annual Return is attached at Annexure E.

19. Deposits

The Company neither had any deposits at the beginning of the year, nor did it accept any deposits during the year under report. Therefore, there was no occasion for any deposits to remain unpaid or unclaimed or in default for repayment of principal or i interest thereon.

20. Loans & Advances

During the year under Report, the Company did not give any reportable loans or advances.

21. Related Parties Transactions

On the recommendation of the Audit Committee, the Board of Directors of the Company has adopted a policy to regulate transactions between the Company and parties related to it. This Policy has been uploaded on the website of the Company at www.jaschindustries.com under the link Filings & Disclosures/RPT, Vigil & Other Policies.

All the related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary course of the business. The Audit Committee has granted omnibus approval to certain transactions. Transactions with related parties are placed before the Audit Committee on Quarterly basis for its approval or modification and the particulars of contracts entered during the year as per Form AOC-2 are enclosed as Annexure - F. There were no material related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

22. Corporate Governance Report & Certificate

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Corporate Governance Report, together with requisite certificate from the Independent Statutory Auditors of the Company, confirming compliance with the conditions of corporate governance as stipulated under the Listing Agreement/Listing Regulations is attached and forms an integral part of this Report.

23. Management Discussion And Analysis Report

For Management Discussion & Analysis Report, please refer to Annexure G, which forms a part of this Report.

24. Disclosure Pursuant To Section 22 of Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013

In accordance with the Sexual Harassment of Women at Workplace

(Prevention, Prohibition & Redressal) Act, 2013, the Company has a policy on prevention of, and affirmative action for, sexual harassment of women, about which all the employees are communicated periodically. For this purpose, the Company has also constituted an Internal Complaints Committees. At the beginning of the financial year under report, no cases were pending and during the year, no cases were filed or disposed of under that Act.

25. Conservation Of Energy, Technology Absorption,

Foreign Exchange Earnings & Outgo

Information required under section 134 (3) (m) of the Companies Act,

26. Credit Rating & ISO Certification

The financial facilities availed by the Company from HDFC Bank were got rated by CRISIL, a Premier credit rating agency, which has awarded long term rating "BBB/Stable" and short term rating "CRISIL A3 " to these facilities. As per Credit Rating Scales available at the website of CRISIL, instruments with these ratings have moderate degree of safety/credit risk regarding timely servicing/payment of financial obligations. The Company has also obtained ISO 9001:2000 Quality Certificates for its Synthetic Leather and Electronic Gauge Divisions respectively.

27. Listing

The Shares of the Company are listed on Stock Exchanges at Mumbai and Kolkata. The Company has filed an application with the Calcutta Stock Exchange for delisting of its shares there from. No response has yet been received from Calcutta Stock Exchange.

28. Corporate Social Responsibility

Provisions relating to Corporate Social Responsibility were not applicable to the Company during the Financial Year under Report. However, these have subsequently become applicable w.e.f. 01-04-2016 and the Company has taken necessary steps to comply with the same.

29. Directors'' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors affirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation, if any, relating to material departures;

(ii) Appropriate accounting policies had been selected and applied consistently, and judgments and estimates made were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profits of the Company for the year ended 31st March, 2016;

(iii) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts had been prepared on a going concern basis;

(v) Internal financial controls were laid down to be followed by the Company and such internal financial controls were adequate and were operating efficiently; and

(vi) Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

30. Appreciation

Your directors wish to place on record their appreciation of the devoted services rendered by the workers, the staff and the executives of the Company and for the continued support from the shareholders, the lenders and other associates.

For & on behalf of the Board

Place: Sonipat (J.K.GARG)

Date: 30-07-2016 Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual report and audited accounts of the company for the year ended 31st March 2014.

FINANCIAL RESULTS rs in lakh Particulars Current year Previous Year 2013-14 2012-13

Gross Sales 9755.99 8963.36

Less Excise Duty/VAT/Service Tax 983.72 912.61

Net Sales Turnover 8772.27 8050.75

Other Income 29.16 21.04

Net sales and & other income 8801.43 8071.79

Operating Profit before Interest, 838.05 798.90

Depreciation, Income Tax, Exceptional Items & Prior Periods Adjustments - -

Interest & Financial Charges 241.54 277.60

Gross Profit Before Depreciation 596.51 521.30

Depreciation 267.76 247.80

Less : Provision for income tax 145.95 103.66

Net profit before deferred tax 182.80 169.84

Add / (Deduct) : Provisions for deferred Tax (Assets) / Liability 8.22 11.46

Net profit available for appropriation 191.02 181.30

Surplus brought forward from previous year 1463.89 1282.59

Transfer to general reserve - -

Provision for dividend including dividend distribution tax - -

surplus carried forward 1684.91 1493.89



Dividend

In view of low profit, tough economic scenario and need for augmenting working capital resources the Management has not proposed any dividend for the year endedon31st March, 2014.

Performance during the year

Your company has achieved gross sales of 9755.99 lakh during 2013-2014 which were 8.84% higher as compared with the sales of previous year. The sales of Synthetic Leather Division at Rs. 7152.72 lakh during 2013-14 were 5 % higher as compared with the sales of previous year. The sales of Electronic gauge Division at Rs. 2603.28 lakh during the year were 20.88% higher as compared with the previous year. The Electronic gauge Division has achieved export of Rs. 965.71 lakh during the year as compared with export of Rs. 880 lakh during the previous year despite recessionary conditions in user industries in international market.

The company operating profit before interest, depreciation, income tax and deferred tax increased by 4.90% to Rs. 838.05 lakh during 2013-14 as compared with Rs. 798.90 lakh during the previous year, despite higher cost of power & fuel, salaries/wages, exchange loss due to Rupee depreciation and stagnant selling prices due to recession in the market.

The interest and finance charges decreased to Rs. 241.54 lakhs (previous year Rs. 277.60 lakhs) despite higher sales, due to effective working capital management. The gross profit before interest and depreciation has increased to Rs. 838.05 lakh which is 5% higher as compared to the previous year. After providing depreciation of Rs. 267.76 lakh and provision for income tax of Rs. 145.95 lakh and writing back of deferred tax of Rs. 8.22 lakh the company has earned net profit of Rs. 191.02 lakh, which is 5.37% higher as compared with the net profit of Rs. 181.30 lakh in the previous year. Keeping in the view weak scenario in the economy resulting in stagnant sale realization and all around increase in the cost of inputs due to inflationary condition, the management considers overall performance to be satisfactory in a difficult year.

CREDIT RATING AND ISO CERTIFICATION

The company''s performance and financial position was rated by CRISIL Ltd, the Premier credit rating agency in the country. CRISIL has assigned BBB Stable rating to fund based long term bank loans and A3 rating to non-fund based facilities from State Bank of India. Our rating reflects moderate safety to timely payment of financial obligations and comes under Investment Grade rating. The Company has obtained ISO 9001:2008 and ISO 9001:2000 Quality Certificates for its Synthetic Leather and Electronic Gauge Division respectively.

INSURANCE CLAIM

The company''s insurance claim of Rs. 48.96 lakhs regarding fire accident in November, 2001 continues to be pending in Delhi High Court. Necessary provisions would be made after the case is settled by the court. The company has taken adequate insurance cover for the building, Plant & Machinery and inventory.

FUTURE PROSPECTS

Market conditions for both PU/PVC Synthetic Leather and Electronic Gauge Division are tough due to difficult economic condition in both domestic and international market. Despite this the management has been able to maintain sales due to continuous Modernization and development of innovative products. The company has further widened its product range and geographical market reach and hence hopeful of better sales and profit in the current year.

PERFORMACNE OF JASCH NORTH AMERICA COMPANY / INDEV GAUGING SYSTEM INC, USA

Indev Gauging Systems Inc, which is a wholly owned subsidiary of Jasch North America Ltd, (the latter in turn being the wholly owned subsidiary of Jasch Industries Ltd) achieved gross sales and other income of USD equivalent of INR 11,66,97,652 with net profit of USD equivalentofINR 22,99,418 duringtheyearendedon31st December, 2013.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of accounting standard (AS) 21 prescribed by The institute of chartered Accountants of India, the consolidated accounts of the Company and its wholly owned subsidiary are annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Please refer to Annexure A to this Report.

INFORMATION PURSUANT TO SECTION 217(1) (a) OF THE COMPANIESACT,1956

Information in accordance with section 217 (1) (a) of Companies Act, 1956 read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 and Particulars Relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is at Annexure B to this Report.

CORPORATE GOVERNANCE

Corporate Governance Report (which also contains disclosures required to be mentioned in the Board of Directors'' Report pursuant to Schedule V, Part II, Section II of the Companies Act, 2013) is contained as a separate Section in the Annual Report and forms a part of the the Board of Directors'' Report.

INFORMATIONINACCORDANCEWITH SECTION 217(2A) OF THE Companies ACT 1956 WITH Companies (PARTICULARS OFEMPLOYEES)RULES1975.

The Company hadnoemployees drawing remunerationof Rs. 60 lakhs or more per annum or, if employed for a part of the year, Rs. 5 lakhs or more per month during the year under report.

FIXED DEPOSITS

The Company did not accept/renew any fixed deposits during the year under report. The deposit outstanding as on 31st March 2014 was Nil. However, with the coming into effect of Companies Act, 2014, unsecured loans received from relatives of Directors (now included within the meaning of "deposits") will be suitably dealt with in accordance with law.

LISTING

The Shares of the Company are listed at Stock Exchanges at Mumbai and Kolkata.

DIRECTORS

Shri Navneet Garg, Director retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. Shri Naresh Kumar was appointed non-executive Additional Director (Indpendent) w.e.f. 31-05-2014. The directors recommend their reappointments. A brief resume of these proposed (re)appointees is given in the Corporate Governance Report. Dr. Ashok Mittal, Director and Shri OP Garg, Executive Director resigned w.e.f. 30-04-2014 and the management would like to place on record the rich contribution madeby themonthe BoardofDirectorsof the Company.

AUDITORS & THEIR REPORT

M/s Arora and Choudhary Associates, Chartered Accountants retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received a letter from them that their reappointment, if made would be within the prescribed limit under Companies Act, 2013 and that they are not disqualified from being reappointed as Auditor U/s 141. The Directors and the Audit Committee recommend their re-appointment. Auditors'' Report is self-explanatory and requires no comments by the Directors.

COST AUDIT

In compliance with an order issued by the Cost Audit Branch of Ministry of Corporate Affairs, Government of India, vide F. No. 52/26/CAB-2010 dated 24th January, 2012, the Board, in its meeting held on 25th May, 2013 appointed M/s Vipul Bhardwaj & Co, Cost & Management Accountants, Sonipat, as Cost Auditors of the Company for the Financial Year 2013-14. The scope of their audit was the same as defined or prescribed under Section 233B of Companies Act, 1956, the Order ibid and any other directions, guidelines or orders that may be issued by the Government, any professional Institute and the Audit Committeeofthe Company.

The Board, in its Meeting held on 31st May, 2014 had re-appointed M/s Vipul Bhardwaj & Co as Cost Auditors (subject to approval of Central Government and Members in the Annual General Meeting) for the Financial Year 2014-15 under the aforesaid notification which was still in force at that time. In the meanwhile, the law has changed and the Company is no longer required to appoint Cost Auditors. Therefore, their re-appointment for the Financial Year 2014-15 is not being put up to the Members for their approval.

AUDIT COMMITTEE

The Audit Committee constituted by the Board in compliance with Section 292A of the Companies Act, 1956 and under the Listing agreement, comprised of Dr. K.C. Varshney, Shri Kuldeep Singal and Shri S.K. Khandelwal all of whom are non-executive Directors. Dr. Varshney, who is the Chairman of the Audit Committee, is a retired executive director of Industrial Development Bank of India with more than 40 years'' experience in the field of corporate finance, and as such has sound knowledge of financial matters. The finance executives and statutory auditors of the Company are permanent invitees to the Audit Committee Meetings. Shri S.K. Verma, Company Secretary is the Secretary of the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as introduced by Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profits of the Company for the year ended 31st March, 2014.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

Your directors are pleased to place on record their sincere thanks to the Bankers and business associates of the company for their continued and valuable co-operation and support to the Company.

Your Directors also express their appreciation for the hard work and sincere services rendered by workers, staff and executives of the Company during the year.

For & on behalf of the Board Place : Sonipat Date : 26th July, 2014 (J.K.GARG) Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual report and audited accounts of the company for the year ended 31st March 2012.

FINANCIAL RESULTS Rs. lakh

Particulars Current year Previous Year 2011-12 2010-11

Gross Sales 8620.19 8252.74

Less Excise Duty/VAT/Service Tax 766.76 723.27

Net Sales Turnover 7853.43 7529.47

Other Income 32.70 21.98

Net sales and & other income 7886.13 7551.45 Operating Profit before Interest, Depreciation, Income Tax, Exceptional

Items & Prior Periods Adjustments 907.25 842.89

Interest & Financial Charges 274.28 226.44

Gross Profit Before Depreciation 632.97 616.45

Depreciation 242.60 180.33

Less : Provision for income tax 78.28 133.41

Net profit before deferred tax 312.09 302.71

Add / (Deduct) : Provisions for deferred Tax (Assets) / Liability 23.14 26.51

Net profit available for appropriation 288.95 276.20

Surplus brought forward from previous year 993.64 879.55

transfer to general reserve - 30.00

Provision for dividend including dividend distribution tax - 132.11

surplus carried forward 1282.59 993.64

DIVIDEND

In view of need for augmenting working capital resources and tough economic situation in the ensuing year the Management has not proposed any dividend for the year ended on 31st March, 2012.

PERFORMANCE DURING THE YEAR

Your company had achieved gross sales of 8620.19 lakh during 2011-2012 which were 4.4% higher as compare with the sales of previous year. The sales of Synthetic Leather Division at Rs. 6251.83 lakh during 2011-12 were 4.5 % lower as compared with the sales of previous year. However the sales of Electronic Gauge Division at Rs. 2368.36 lakh during the year were 39% higher as compare with the previous year. The Electronic Gauge Division has achieved the export of Rs. 777 lakh during the year despite acute recessionary conditions and slowdown of capital investment in international market.

The company's operating profit before interest, depreciation, income tax and deferred tax has increased by 7.6% to Rs. 907.25 lakh during 2011-12 as compared with Rs. 842.89 lakh during the previous year. The improvement in the operating profit has been achieved despite sharp increase in the prices of raw material on account of inflationary pressure in the economy. The interest and finance charges have sharply increased from Rs. 226.44 lakh during 2010-11 to Rs. 274.28 lakh during 2011-12 due to capitalization of loan for DMF Recovery Plant and loss of Rs. 44 lakh during the year due to exchange fluctuation.

The gross profit before interest and depreciation has also increased to Rs. 632.97 lakh during the year 2011-12 which is marginal 2.6% higher than the previous year. After providing depreciation of Rs. 242.60 lakh and provision of income tax of Rs. 78.28 lakh the company has achieved net profit (before deferred tax) of Rs. 312.09 lakh, which was marginally higher as compared with net profit of Rs. 302.71 lakh in the previous year. After providing deferred income tax of Rs. 23.14 lakh consequent to capitalization of fixed assets the company has achieved net profit of Rs. 288.95 lakh as compared with Rs. 276.20 lakh in the previous year. The cash profit of the company without taking in to account notional deferred tax was Rs. 554.69 lakh during the year 2011-12 as compared with Rs. 483 lakh in the previous year. Keeping in view recessionary conditions prevailing in the local and international market, sharp increase in the prices of main raw materials and exchange fluctuation losses the management considers overall performance of the company during the year under review quite satisfactory.

CREDIT RATING AND ISO 9001 CERTIFICATION

The company's performance and financial position was rated by CRISIL Ltd, the Premier credit rating agency in the country. CRISIL has assigned BBB Stable rating to fund based long term bank loans and P-3 to non-fund based facilities from State Bank of India. Our rating reflects moderate safety to timely payment of financial obligations and comes under Investment Grade rating. The Company has obtained ISO 9001:2008 and ISO 9001:2000 Quality Certificates for its Synthetic Leather and Electronic Gauge Division respectively.

INSURANCE CLAIM

The company's insurance claim of Rs. 48.96 lakhs regarding fire accident in November, 2001 continues to be pending in Delhi High Court. Necessary provisions would be made after the case is settled by the court. The company has taken adequate insurance cover for the building, Plant & Machinery and inventory.

FUTURE PROSPECTS

The company has achieved consistent increase in production and sales in the last few years due to the Management's focus on continuous up- gradation and modernization of plant and machinery. However in view of recessionary conditions in local and international market and almost 25% depreciation in the value of ' against dollar resulting in sharp increase in the prices of raw material, the Management is cautious about Performance of the company in current year. The Management is focusing its efforts to reduce the cost of production and optimizing existing resourses of the company during the year.

ACQUISITION OF INDEVGAUGING SYSTEM INC, USA

The company's sales in Electronic Gauging Division has been stagnant in the last 3-4 years mainly due to saturation of local market and recession in the economy. Electronic Gauging System being capital goods item the fortune of Electronic Gauge System is linked with investment in plant and machinery in user industries i.e. Steel, Paper, Aluminum etc. With a view to increase its presence in the international market, particularly in the USA, which is the largest market of Electronic Gauges in the world, the company has identified a small manufacturing and marketing company Indev Gauging System Inc in USA. The company has purchased 100% share holding of Indev Gauging System Inc, USA through a wholly owned subsidiary company named Jasch North America Company incorporated in USA. The total cost of acquisition was USD 1 million equivalent to Rs. 517 lakh, financed through unsecured loan of Rs. 275 lakh brought in the company by the Private Promoters and balance through internal cash accruals of the company. The company has also incurred expenditure of Rs. 87 lakh for due diligence for the acquisition which is being amortized during 2011-12 and next 2 years.

CONSOLIDATED ACCOUNTS:

In accordance with the requirements of Accounting Standard (AS) 21 prescribed by The Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Subsidiary is annexed to this Report.

MANAGEMENT DISCUSSION ANDANALYSIS REPORT :

Please refer to Annexure A to this Report.

INFORMATION PURSUANT TO SECTION 217(1)(a) OF THE COMPANIES ACT, 1956

Information in accordance with section 217 (1) (a) of Companies Act, 1956 read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 and Particulars Relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is at Annexure B to this Report.

CORPORATE GOVERNANCE

Corporate Governance Report is contained as a separate Section in the Annual Report.

INFORMATION IN ACCORDANCE WITH SECTION 217 (2A) OF THE Companies ACT 1956 WITH Companies (PARTICULARS OF EMPLOYEES) RULES 1975.

The Company had no employees drawing remuneration of Rs. 60 lakhs or more per annum or, if employed for a part of the year,Rs. 5 lakhs or more per month during the year under report.

FIXED DEPOSITS

The Company did not accept/renew any fixed deposits during the year under report. The deposit outstanding as on 31st March 2012 was Nil.

LISTING

The Shares of the Company are listed at Mumbai Stock Exchange and Kolkata Stock Exchange.

DIRECTORS

Dr. Ashok Mittal and Dr. K.C. Varshney, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The directors recommend their reappointments. A brief resume of these proposed re-appointees is given in the Corporate Governance Report.

AUDITORS & THEIR REPORT

M/s Arora and Choudhary Associates, Chartered Accountants retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received a letter from them that their reappointment, if made would be within the prescribed limit under section 224(1B) of Companies Act, 1956 and that they are not disqualified from being reappointed as Auditor U/s 226. The Directors and the Audit Committee recommend their re-appointment. Auditors' Report is self-explanatory and requires no comments by the Directors.

AUDIT COMMITTEE

The Audit Committee constituted by the Board in compliance with Section 292A of the Companies Act, 1956 and under the Listing agreement, comprised of Dr. K.C. Varshney, Shri Kuldeep Singal and Shri S.K. Khandelwal all of whom are non-executive Directors. Dr. Varshney, who is the Chairman of the Audit Committee, is a retired executive director of Industrial Development Bank of India with more than 40 years' experience in the field of corporate finance, and as such has sound knowledge of financial matters. The finance executives and statutory auditors of the Company are permanent invitees to the Audit Committee Meetings. Shri S.K. Verma, Company Secretary is the Secretary of the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as introduced by Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profits of the Company for the year ended 31st March,2012.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

Your directors are pleased to place on record their sincere thanks to the Bankers and business associates of the company for their continued and valuable co-operation and support to the Company.

Your Directors also express their appreciation for the hard work and sincere services rendered by workers, staff and executives of the Company during the year.

For & on behalf of the Board

Place: Sonepat

Date : 29th June, 2012

(J. K. GARG)

Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in lakh)

Particulars Current Previous Year Year 2009-10 2008-09

Gross Sales 7033.77 5626.17

Less Excise Duty/vat/service tax 486.64 458.22

Net Sales Turnover 6547.14 5167.95

Other Income 52.40 46.31

Net sales and & other income 6599.53 5214.26 Operating Profit before Interest, Depreciation, Income Tax, Exceptional

Items & Prior Periods Adjustments 656.14 592.41

Interest & Financial Charges 200.90 218.62

Gross Profit Before Depreciation 455.24 373.79

Depreciation 172.12 163.35

Less : Provision for income tax 94.21 59.95

Net profit before deferred tax 188.91 150.49

Add / (Deduct) : Provisions for

deferred Tax (Assets) / Liability (3.69) (25.84)

Net profit available for appropriation 185.22 124.65

Surplus brought forward from previous year 694.33 627.86

transfer to general reserve - -

surplus carried forward 879.55 694.33



DIVIDEND



The company requires internal resources for expansion & modernization and augmentation of long term resources for working capital with a view to support increasing production and sales, hence the Board has not recommended any dividend for the year ended on 31st March, 2010.

PERFORMANCE DURING THE YEAR

Yours company has achieved gross sales of Rs. 7033.77 lakh during 2009-10 which were 25.02 % higher as compared with the sales of previous year. The sales of Synthetic Leather Division at Rs. 5390 lakh during 2009-10 were higher by 39.5 % as compared with the sales of previous year. The sales of Electronic Gauge Division at Rs. 1643.77 lakh were marginal 6.7% less as compared with sales of Rs. 1762.37 lakh during previous year. The Electronic Gauge Division has achieved export of Rs. 838 lakh during the year under review as compared with Rs. 783.0 lakh during 2008-09 and small decline in domestic sale is due to recessionary conditions in user industries of the capital goods items.

The growth of 39.5% in production and sales of Synthetic Leather Division was due to continuous Modernization and Upgradation of Plant & Machinery and development of innovative products for international shoe manufacturers like Reebok, Adidas, Nike etc, which require very stringent quality standard. The company has also made a small breakthrough in international market by exporting Synthetic Leather of Rs. 37 lakh during 2009-10.

The companys Operating Profit before depreciation, income tax, deferred Tax has increased by 11%, to Rs. 656.14 lakh as compared with the previous years profit of Rs. 592.41 lakh. There was pressure on margin due to escalating cost of raw material on account of inflationary pressure in the economy, which the company could not pass on to its customers immediately. Despite about 25% increase in production and sales during the year 2009-10, the company has been able to contain interest charges at almost the same level of Rs. 200 lakh during the year due to efficient management of inventory and working capital resources.

The gross profit before depreciation and income tax has also increased to Rs. 455.24 lakh during the year 2009-10, which was 21.72% higher, then that of the previous year. After providing depreciation of Rs. 172.12 lakh & provision of Income Tax of Rs. 94.21 lakh, the company has earned net profit before deferred tax of Rs. 188.91 lakh which was higher by 25.53% as compared with net profit before deferred tax of Rs. 150.49 lakh in the previous year. After providing deferred income tax of Rs. 3.69 lakh, the company has achieved net profit of Rs. 185.22 lakh during the year under review as compared with net profit of Rs. 124.65 lakh during the previous year when the provision for deferred tax was higher at Rs. 25.84 lakh. The cash profit of the company without taking into account deferred tax liabilities has increased from Rs. 313.84 lakh during the previous year to Rs. 361.03 lakh during the year 2009-10. In view of recessionary trend prevailing in the international market and wide fluctuation in the prices of major raw material during the year, the Management considers performance of the company during the year under review as quite satisfactory.

CREDIT RATING AND ISO 9001 CERTIFICATION

The Companys performance and financial position was rated by CRISIL Ltd, the Premier credit rating agency in the country. CRISIL has assigned BBB Stable rating to fund based long term bank loans and P3+to non-fund based facilities from State Bank of India. Our rating reflects moderate safety to timely payment of financial obligations and comes under Investment Grade rating. The Company has obtained ISO 9001:2008 and ISO 9001:2000 Quality Certificates for its Synthetic Leather and Electronic Gauge Division respectively.

INSURANCE CLAIM

The companys insurance claim of Rs. 48.96 lakhs regarding fire accident in November, 2001 is pending in Delhi High Court. Necessary provisions would be made after the case is settled by the court. The company has taken adequate insurance cover for the building, Plant & Machinery and inventory.

FUTURE PROSPECTS

The company has achieved consistent increase in production and sales in the last few years due to the Managements focus on continuous upgradation and modernization of plant and machinery and development of innovative products. The Management is further planning for upgradation of existing DMF recovery Plant which besides increasing production capacity of PU synthetic Leather by 50%, will also result in substantial saving in cost of power and fuel, thereby improving profitability of the company in the next 2 - 3 years. In view of this, the Management is optimistic about better results in the current " year as well as in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Please refer to Annexure A to this Report.

INFORMATION PURSUANT TO SECTION 217(l)(a) OF THE COMPANIES ACT, 1956

Information in accordance with section 217 (1) (a) of Companies Act, 1956 read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 and

Particulars Relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is at Annexure B to this Report.

CORPORATE GOVERNANCE

Corporate Governance Report is contained as a separate Section in the Annual Report.

INFORMATION IN ACCORDANCE WITH SECTION 217 (2A) OF THE Companies ACT 1956 WITH Companies (PARTICULARS OF EMPLOYEES) RULES 1975.

The Company had no employees drawing remuneration of Rs. 24 lakhs or more per annum or, if employed for a part of the year, Rs. two lakh or more per month during the year under report.

FIXED DEPOSITS

The Company did not accept/renew any fixed deposits during the year under report. The deposit outstanding as on 31st March 2010 was Nil.

DELISTING FROM AHMEDABAD STOCK EXCHANGE

The Company had sought voluntary delisting of its shares from Stock Exchanges at Ahmedabad and Kolkata pursuant to SEBI (Delisting of Shares) Regulations, 2009. The Shares of the Company have been delisted from Ahmedabad Stock Exchange w.e.f. 6th January, 2010. No response has been received from Kolkata Stock Exchange inspite of repeated reminders.

DIRECTORS

Shri Navneet Garg and Shri Kuldeep Singal, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The directors recommend their reappointments. A brief resume of these proposed re-appointees is given in the Corporate Governance Report. Justice A.S Garg (Retired) resigned during the year from directorship of the company due to his other commitments. The Board places on record its appreciation to the contribution made by Justice Garg in the Board Meetings during his tenure.

AUDITORS & THEIR REPORT

M/s Arora and Choudhary Associates, Chartered Accountants retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received a letter from them that their reappointment, if made would be within the prescribed limit under section 224(1B) of Companies Act, 1956 and that they are not disqualified from being reappointed as Auditor U/s 226. The Directors and the Audit Committee recommend their re-appointment. Auditors Report is self-explanatory and requires no comments by the Directors.

AUDIT COMMITTEE

The Audit Committee constituted by the Board in compliance with Section 292A of the Companies Act, 1956 and under the Listing agreement, comprised of Dr. K.C. Varshney, Shri Kuldeep Singal and Shri S.K. Khandelwal all of whom are non-executive Directors. Dr. Varshney, who is the Chairman of the Audit Committee, is a retired executive director of Industrial Development Bank of India with more than 38 years experience in the field of corporate finance, and as such has sound knowledge of financial matters. The finance executives and statutory auditors of the Company are permanent invitees to the Audit Committee Meetings. Shri S.K. Verma, Company Secretary is the Secretary of the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as introduced by Companies (Amendment) Act, 2000, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profits of the Company for the year ended 31st March, 2010.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

Your directors are pleased to place on record their sincere thanks to the Bankers and business associates of the company for their continued and valuable co-operation and support to the Company.

Your Directors also express their appreciation for the hard work and sincere services rendered by workers, staff and executives of the Company during the year.

For & on behalf of the Board

Place :Sonepat

Date : 12th June, 2010 (J. K. GARG)

Chairman

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