Mar 31, 2018
Dear Members,
âThe 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.
FINANCIAL RESULTS
The standalone financial highlights of your Company are as follows:
Rs. In Lakhs
Particulars |
2017-18 |
2016-17 |
Revenue from Operations (Net of excise) |
86,026.09 |
78,763.36 |
Earnings before interest & depreciation |
3,460.12 |
3,086.99 |
Finance Charges |
1,098.36 |
994.71 |
Depreciation |
1,549.57 |
1,499.39 |
Profit before tax |
812.19 |
592.89 |
Tax Expenses |
(255.65) |
187.18 |
Profit after tax |
1067.84 |
405.71 |
Other Comprehensive Income |
23.55 |
3.57 |
Total Comprehensive Income |
1091.39 |
409.28 |
FINANCIAL HIGHLIGHTS
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.
DIVIDEND
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.
SHARE CAPITAL
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.
CAPITAL EXPENDITURE
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.
DEPOSITS
Your Company has neither accepted nor renewed any deposits during FY 2017-18 in terms of Chapter V of the Companies Act, 2013.
DIRECTORS
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.
BOARD MEETINGS
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.
SECRETARIAL STANDARD
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.
SECRETARIAL AUDITORS
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.
LISTING
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.
PERSONNEL
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 (âRulesâ), 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.
CORPORATE GOVERNANCE
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.
APPRECIATION
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
DIN:00045623
Mar 31, 2016
Dear Members,
The Board of Directors hereby submits the report of the business and operation of your company (''the company or ''Jay Ushin''), along with audited financial statement, for the financial year ended March 31, 2016.
FINANCIAL RESULTS
The Company''s financial performance during the year 2015-16 as compared to the previous year 2014-15 is summarized below:
(Rs. In Lacs)
|
Year ended on |
Year ended on |
|
2015-16 |
2014-15 |
Revenue from Operations (Net of excise) |
68,773.38 |
65,020.87 |
Profit before interest & depreciation |
3,052.99 |
3,000.14 |
Finance Charges |
706.48 |
663.50 |
Profit before depreciation |
2,346.51 |
2,336.64 |
Depreciation |
1,510.05 |
1,340.48 |
Profit before tax |
836.46 |
996.17 |
Exceptional & extraordinary Item Provision for taxation |
- |
479.68 |
- Income Tax |
178.06 |
154.09 |
- Deferred tax liability /(Assets) |
40.16 |
(4.01) |
Profit after tax |
618.24 |
366.41 |
Proposed Dividend |
96.61 |
77.29 |
Dividend tax |
19.67 |
15.46 |
Transfer to General Reserve |
61.82 |
27.48 |
Profit after tax, dividend and transfer to General Reserve |
440.14 |
246.18 |
Balance of Profit brought forward |
3,475.04 |
3,228.86 |
Balance carried to the Balance Sheet PERFORMANCE HIGHLIGHTS |
3,915.18 |
3,475.04 |
The total revenue (net of excise) was Rs. 68,773.38 lacs as against Rs. 65,020.87 lacs in the previous year showing an increase of 5.77 per cent.
Profit before tax (PBT) was Rs. 836.46 lacs against Rs. 516.49 Lacs (including exceptional & extraordinary Item) and profit after tax (PAT) stood at Rs. 618.24 Lacs against Rs. 366.41 Lacs in the previous year showing an increase of 68.72 per cent. The Company has transferred Rs.61.82 Lacs to General Reserve against 27.48 Lacs in the previous year. Basic earnings per share as on 31st March 2016 and 31st March 2015 were Rs. 16.00 and Rs. 9.48 respectively.
During the year, the Company focused on improving efficiency and productivity by improving quality, reducing internal rejection rates and attaining energy efficiency.
The Company took initiatives to enhance its competitiveness for acquisition of new businesses, while also improving profitability.
The Company won the ''Delivery Performance'' award from Maruti Suzuki India Limited and from Honda Car Limited.
OPERATIONAL HIGHLIGHTS
The operations are exhaustively discussed in ''Management Discussion and Analysis'' forming part of the annual report.
DIVIDEND
Your Directors are pleased to recommend a Dividend of Rs. 2.50 per equity share of face value of Rs. 10/- each for the year ended 31st March, 2016.
SHARE CAPITAL
During the year under review, the Company has not issued any shares or any convertible instruments. The Company''s issued equity share capital as at March, 31, 2016 is Rs. 386.45 Lacs comprised 38.645 lacs equity shares of Rs. 10.00 each. 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.
CAPITAL EXPENDITURE
The gross block of fixed and intangible assets, leased assets along with capital work in progress and net block of fixed and intangible assets, leased assets along with capital work in progress as at March 31, 2016, stood at Rs. 23,454 Lacs and Rs. 15,841 Lacs respectively.
DEPOSITS
The Company is not accepting any deposits covered under ''Chapter V-Acceptance of deposits by Companies'' of the Companies Act, 2013.
TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the unclaimed/unpaid dividend of Rs. 1,44,604 pertaining to the financial year 200708 was transferred to Investor Education and Protection Fund (IEPF) pursuant to Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.
In accordance with the provisions of 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 lying with the Company on the Company''s website http://jpmgroup.co.in/jay%20ushin.htm and on the website of the Ministry of Corporate Affairs.
DEPOSITORY SYSTEM
As the members are aware, the Company''s shares are compulsorily tradable in electronic form and the 32% of the Company''s total paid-up capital representing 3,864,500 shares as on March 31, 2016 are in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories.
LISTING
The Shares of your Company are listed on Bombay Stock Exchange Limited. The Listing fee for the year 2015-16 has been paid to the Stock Exchange.
EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure I to the Directors'' Report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
The company does not have any subsidiary or associate company during the reporting period. The Company has Joint Venture as well as Technical Collaboration with U-Shin Ltd. Japan.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The financial statement forming part of the annual report provides the details of Loans, guaranties and investments as covered under section 186 of the Companies Act 2013. Your Company has not given any guarantee or provide security during the year under review.
DIRECTORS
Mrs. Vandana Minda will retire from the Board by rotation, and being eligible, offered herself for re-appointment. The re-appointment of Mr. J. P. Minda as a Whole-time Director with the designation of Executive Chairman and Mr. Ashwani Minda, Managing Director for a further period of 3 years and 5 years respectively commencing from October 1, 2016. The members are requested to approve their appointment in the ensuing Annual General Meeting.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows :
Mr.Ashwani Minda Chief Executive Officer and Managing Director
Mr. Suresh Kumar Vijayvergia Chief Financial Officer
Mr. Amit Kithania Company Secretary
BOARD MEETINGS
A calendar of meeting is prepared and circulated in advance to the directors, during the year, four board meeting were held, the details of which are given in Corporate Governance Report.
AUDIT COMMITTEE
For composition of Audit Committee, please refer to Corporate Governance Report.
INDEPENDENT DIRECTORS
The Company has received declaration of Independence in accordance with the provisions of section 149 of the Companies Act, 2013 from all the Independent Directors.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that no material departures have been made from the same;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;
c) they have taken proper and sufficient care 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2015-16.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, as part of vigil mechanism to ensure that the activities of the Company and its employees are not in violation of or in conflict with Business Principles of the Company. Besides, all such acts are fair and in transparent manner to accomplish professionalism, honesty, integrity and ethical. The Whistle Blower Policy is available on the website of the Company http://jpmgroup.co.in/jay%20ushin.htm.
RELATED PARTY TRANSACTIONS
The Company has a Policy on Related Party Transactions which is available on Company''s website at http://jpmgroup.co.in/jay%20ushin.htm. In terms of Section 134(3)(h) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Power) Rules 2014, the related parties transactions for 2015-16 are given in Form AOC-2 is annexed as Annexure II to the Directors'' Report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.
PERFORMANCE EVALUATION
In terms of the requirements of the Act and Listing Regulations, the Board carried out the annual performance evaluation of the Board as a whole as well as the evaluation of all the Committees and the Directors.
The Nomination and Remuneration Committee has carried out evaluation of every Director''s performance. The Independent Directors, in a separate meeting, has also carried out the performance evaluation of the Non Independent Directors and the Board as a whole and of the Chairman of the Company and has reviewed the performance of the Secretarial Department. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. The Director expressed their satisfaction with the evaluation process.
NOMINATION AND REMUNERATION POLICY
The Nomination & Remuneration policy is annexed as Annexure -III to the Directors'' Report
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company constituted a Corporate Social Responsibility (CSR) Committee and laid down CSR Policy, covering the Objectives, Focus Areas, Governance Structure and Monitoring & Reporting Framework among others and the policy is available at http://jpmgroup.co.in/jay%20ushin.htm.
As part of its initiatives under âCorporate Social Responsibilityâ (CSR), the company has contributed funds for the schemes of providing homeopathy treatment through Homeopathic clinic, Health care for visually impaired and physically challenged and promotion of education. The contributions in this regard have been made to the registered trusts/NGO''s which are undertaking these schemes and activities.
The Annual Report on Corporate Social Responsibility (CSR) activities is annexed as Annexure IV to the Directors'' Report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization.
Your 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.
An Internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All employees (permanent, contractual, temporary, trainees) are covered under this policy, which also extends to cover all women stakeholders of the Company.
During the year under review, no complaints were received /disposed off.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology absorption. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 is annexed as Annexure V to the Directors'' Report.
PERSONNEL
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VI to the Directors'' Report.
Information as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended by the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed as Annexure VII.
CORPORATE GOVERNANCE
Your Company is renowned for good governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity. The Corporate Governance Code adopted by the Board of Directors of the Company is a statement of Company''s practices and procedures in the area of governance.
The Companies Act, 2013 and SEBI Listing Regulations have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and listing regulations.
A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificate of the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.
AUDITORS
M/s. S S Kothari Mehta & Co., Chartered Accountants, the Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible, for re-appointment.
The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.
AUDITORS REPORT
The Auditors'' Report read with notes to the financial statements is self explanatory does not call for any further explanations by the Board. The Auditor''s Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITOR
The Board has appointed M/s RSM & Co. Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith is annexed as Annexure VIII to the Directors'' Report.
EXPLANATION TO SECRETARIAL AUDITOR''S REMARKS
The Board has taken note of the observations made by the Secretarial Auditor which is self-explanatory.
INTERNAL AUDIT & CONTROLS
The Company continues to engage M/s Kanchan & Associates, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations 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.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.
ACKNOWLEDGEMENTS
The Board of Director''s would like to express its sincere thanks for the assistance and co-operation received from Customers, Banks, NBFC''s, Government authorities, Vendors and Members and all other business associates during the year under review. Your Directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from U-shin Ltd., Japan. Your board also wish to place on record their deep sense of appreciation for the employees of the Company at all levels, for their whole-hearted co-operation and unstinted support. The Directors look forward to a bright future and further growth with confidence.
For and on behalf of the Board
Jay Ushin Limited
Place: Gurgaon J. P. Minda
Date: August 5, 2016 Chairman
DIN: 00045623
Mar 31, 2015
The Directors are pleased to present Twenty Ninth Annual Report
together with the audited accounts of your Company for the financial
year ended March 31,2015.
FINANCIAL HIGHLIGHTS (Rs.in Lacs)
Year ended Year ended
March 31. 2015 March 31. 2014
Revenue from Operations
(Net of excise) 65,020.87 58,006.94
Profit before interests
depreciation 3,000.14 2,727.94
Finance Charges 663.50 771.86
Profit before depreciation 2,336.64 1,956.08
Depreciation 1,340.47 1,154.71
Profit before tax 996.17 801.37
Exceptional & extraordinary Item 479.68 -
Provision for taxation
- Income Tax 154.09 163.48
- Deferred tax liability/(Assets) (04.01) (25.25)
Profit after tax 366.41 663.14
Proposed Dividend 77.29 96.61
Dividend tax 15.46 16.42
Transfer to General Reserve 27.48 66.31
Profit after tax, dividend and
transfer to General Reserve 246.18 483.80
Balance of Profit brought forward 3,228.86 2,745.06
Balance carried to the
Balance Sheet 3,475.04 3,228.86
OPERATIONS
The revenue from operations (net of excise) of the Company for the year
was Rs. 65,020.87 Lacs as against Rs. 58,006.94 Lacs in the previous
year. Earnings before depreciation, interest, tax and amortization
(EBDITA) stood at Rs. 3,000.14 Lacs against Rs. 2,727.94 Lacs in the
previous year.
In the current year the net sales in first quarter was Rs. 15,626 Lacs
as against Rs. 15,105 Lacs in the corresponding quarter of the previous
year which represent a growth of 3.45%.
DIVIDEND
The directors of the company are pleased to recommend a dividend of 20%
(Rs.2.00 per share) subject to statutory compliances, and approval by
the Shareholders in the Annual General Meeting for the Year ended March
31,2015.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2015 was Rs. 386.45
Lacs. During the year under review the Company has not issued any
shares or any convertible instruments.
CAPITAL EXPENDITURE
As at March 31, 2015, the gross fixed and intangible assets, including
leased assets and capital work in progress, stood at Rs. 23,608 Lacs
and the net fixed and intangible assets, including leased assets and
capital work in progress, at Rs. 15,481 Lacs. Capital expenditure
during the year amounted to Rs. 4,276 Lacs.
DEPOSITORYSYSTEM
As the members are aware, the Company's shares are compulsorily
tradable in electronic form. As on March 31, 2015, 29.30% of the
Company's total paid-up capital representing 3,864,500 shares are in
dematerialized form. In view of the numerous advantages offered by the
Depository system, members holding shares in physical mode are advised
to avail of the facility of dematerialization from either of the
depositories.
LISTING
The Shares of your Company are listed on Bombay Stock Exchange Limited.
The Listing fee for the year 2015-16 has been paid to the Stock
Exchange.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company sends letters to all shareholders, whose dividends are
unclaimed so as to ensure that they receive their rightful dues.
Efforts are also made in co-ordination with the Registrar to locate the
shareholders who have not claimed their dues.
During the year the Company has transferred a sum of Rs. 0.74 Lacs to
Investor Education & Protection Fund, the amount which was due &
payable and remained unclaimed and unpaid for a period of seven years
as provided in Section 123 of the Companies Act, 2013. Despite the
reminder letters sent to each shareholder, this amount remained
unclaimed and hence was transferred.
SUBSIDIARIES, ASSOCIATE OR JOINT VENTURES COMPANIES
The company does not have any subsidiary or associate company during
the reporting period. The Company have Joint Venture as well as
Technical Collaboration with U-Shin Ltd. Japan.
DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION186
Particulars of loans given, investments made are given in the financial
statement. During the year under review, the Company has neither given
guarantee nor provided security to anyone.
RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basis
and are in compliance with applicable provisions Of the Act and Listing
Agreement.
All related party transactions are presented to the Audit Committee and
the Board on a quarterly basis, specifying the nature, value and terms
and conditions of the transactions. Omnibus approval is obtained for
the transactions which are foreseen and repetitive in nature.
Related Party Transaction Policy as approved by the Board is uploaded
on Company's Website at http://jpmgroup.co.in/pdf/pg/rptp.pdf. The
details of the transactions with the Related Party are provided in the
accompanying financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
All possible measures have been undertaken successfully by your Company
to achieve the desired objective of energy conservation and technology
absorption. Particulars of Energy Conservation, Technology Absorption
and Foreign Exchange Earnings and Outgo required under the Companies
(Accounts) Rules, 2014 is annexed as Annexure-I
CORPORATE SOCIAL RESPONSIBILITY(CSR)
The Corporate Social Responsibility Committee (CSR Committee) has
formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, which has been approved by the Board. The
CSR Policy may be accessed on the Company's website at
http://jpmgroup.co.in/pdf/pg/csrp.pdf
As part of its initiatives under "Corporate Social Responsibility"
(CSR), the company has contributed funds for the schemes of providing
homeopathy treatment through Homeopathic clinic, Sanitation & hygiene,
Health care for visually impaired and physically challenged and
promotion of education. The contributions in this regard have been made
to the registered trust which is undertaking these schemes and
activities.
During the year, the Company has spent Rs. 11.26 Lacs (around 2.48% of
the average net profits of last three financial years) on CSR
activities. The Annual Report on CSR activities is annexed herewith
marked as Annexure II.
DIRECTORS AND KEYMANAGERIAL PERSONNEL
In accordance with the provisions of Companies Act, 2013 and Article of
Association of the Company Mr. J P Minda (DIN-00045623) will retire by
rotation at the ensuing Annual General Meeting and being eligible offer
himself for re- appointment. The Board recommends his re-appointment as
a Director of the Company.
Mr. Anil Minda resigned from the Board with effect from May 28,2015,
the Board places on record its appreciation of the immense contribution
made by him.
During the year under review, the members in last Annual General
Meeting approved the appointments of Mrs. Vandana Minda as a
non-executive Non-independent Director who is liable to retire by
rotation and Mr. Bharat Bhushan Chadha, Mr. Shiv Raj Singh, Mr. Ashok
Panjwani and Mr. Balraj Bhanot as non-executive Independent Directors
who are not liable to retire by rotation.
Atthe Board Meeting held on May 30,2014, Mr. Ashwani Minda, Managing
Director(MD), Mr. S. K. Vijayvergia, Chief Financial Officer (CFO) were
designated as "Key Managerial Personnel" of the Company pursuant to
Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges. All independent directors
shall hold office for a term up to five consecutive years on the Board
of a Company, but shall be eligible for reappointment for next five
years on passing of a special resolution by the Company and disclosure
of such appointment in the Board's report.
The details of program for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company at the link: http://www.jpmgroup.co.in. All the independent
directors of the Company are made aware of their role, responsibilities
& liabilities at the time of their appointment /re-appointment, through
a formal letter of appointment, which also stipulates various terms and
conditions of their engagement.
MEETINGS
During the year four Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013 and Listing
Agreement.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
PREVENTION OF INSIDERTRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration Committees. The manner in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY/ RISK MANAGEMENT
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the Company has adopted a Whistle Blower policy. This policy is also
posted on Company's website.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. There were no
complaints received from any employee during the financial year
2014-15.
AUDITORS
M/s. S S Kothari Mehta & Co., Chartered Accountants, the Auditors of
the Company, holds office till the conclusion of the ensuing Annual
General Meeting and are eligible, for re-appointment.
The Company has received letters from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141 of the Companies Act, 2013 and that they are not
disqualified for re-appointment.
EXPLANATION TO AUDITORS REMARKS
The Board has taken note of the Observations made by the Auditors in
their Report. The issues raised by them are being appropriately
monitored by the Management regarding further strengthening of physical
verification process of fixed assets and inventories. The remarks with
reference to vacation of the office by a director given in the report
is self-explanatory.
SECRETARIALAUDITOR
The Board has appointed M/s RSM & Co. Company Secretaries, to conduct
Secretarial Audit for the financial year 2014-15. The Secretarial Audit
Report for the financial year ended March 31, 2015 is annexed herewith
marked as Annexure-III to this Report.
EXPLANATION TO SECRETARIAL AUDITORS REMARKS
The Board has taken note of the observations made by the Secretarial
Auditor which is self-explanatory. The Company tried its best to
appoint the Company Secretary, commensurate with the profile of the
Company. The Company is still in process of identify the suitable
Company Secretary and shall be able to do the very soon.
Mr.AnilMinda Director resigned from the Directorship of the Company
with effect from May28,2015.
INTERNAL AUDIT & CONTROLS
The Company continues to engage M/s Kanchan & Associates, Chartered
Accountants as its Internal Auditor. During the year, the Company
continued to implement their suggestions and recommendations 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.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are appended as Annexure IV to the Directors' Report.
HUMAN RESOURCES
Your Company treats its "Human Resources" as one of its most important
assets. The Company has taken pragmatic steps for strengthening
organizational competency through involvement and development of
employees as well as installing effective systems for improving the
productivity, quality and accountability at functional levels.
INDUSTRIAL RELATIONS
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
MANAGEMENT DISCUSSION & ANALYSIS
Detailed analysis of the Company's performance is discussed in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE-V
CORPORATEGOVERNANCE
As required by the existing clause 49 of the listing agreements with
the stock exchanges, a detailed report of Corporate Governance as well
as Corporate Governance Compliance Certificate is included in the
Annual Report and marked as Annexure-VI.
DIRECTORS" RESPONSIBILITYSTATEMENT
Pursuant to clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, the Directors confirm that:-
- in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
- accounting policies have been selected and applied consistently and
made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the
end of the financial year and of the profit and loss of the company for
that period.
- proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
- the annual accounts have been prepared on a going concern basis; and;
- Internal financial controls followed by the company and those
internal financial controls are adequate and were operating
effectively;
- proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
ACKNOWLEDGMENTS
Your Directors would like to express their appreciation for the
assistance and co-operation received from of U-shin Ltd., Japan and
customers, banks, NBFC's, government authorities, vendors and members
and all other business associates during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the employees of the Company at all levels, for their whole-hearted
co-operation and unstinted support. The Directors look forward to a
bright future and further growth with confidence.
For and on behalf of the Board
Jay Ushin Limited
Place: Gurgaon J. P. Minda
Date: August 12, 2015 Chairman
DIN:00045623
Mar 31, 2014
Dear Members,
The Directors are pleased to present Twenty Eighth Annual Report
together with the audited accounts of your Company for the financial
year ended March 31,2014.
(Rs.in Lacs)
For the year ended For the year ended
March 31, 2014 March 31, 2013
Revenue from Operations
(Net of excise) 58,006.93 51,650.72
Profit before interest &
depreciation 2,958.09 2,271.50
Finance Charges 1,002.01 742.47
Profit before depreciation 1,956.08 1,529.03
Depreciation 1,154.71 1,042.93
Profit before tax 801.37 486.10
Provision for taxation
* Income tax 163.48 96.26
* Deferred tax liability/
(Assets) (25.25) (75.89)
Profit after tax 663.14 465.72
Proposed Dividend 96.61 77.29
Dividend tax 16.42 12.53
Transfer to General Reserve 66.31 34.92
Profit after tax, dividend and
transfer to General Reserve 483.79 341.00
Balance of Profit brought
forward 2,745.06 2,404.09
Balance carried to the
Balance Sheet 3,228.85 2,745.06
OPERATIONS
The revenue from operations (net of excise) of the Company for the year
was Rs. 58,006.93 Lacs as against Rs. 51650.72 Lacs in the previous
year. Earnings before depreciation, interest, tax and amortization
(EBDITA) stood at Rs. 2958.09 Lacs against Rs. 2271.50 Lacs in the
previous year.
During the year, the Company has invested Rs.3,830 Lacs towards
modernization and expansion of its Manufacturing facilities as against
Rs. 1,647 Lacs in the previous year. In view of the growth
opportunities provided by both the domestic and international markets,
the Company has made capital investment for up gradation of facilities
and increase in capacities.
In the current year the net sales in first quarter was Rs. 15105 Lacs
as against Rs. 13482 Lacs in the corresponding quarter of the previous
year which represent a growth of 12.04%.
DIVIDEND
The directors of the company are pleased to recommend a dividend of 25%
(Rs.2.50 per share) subject to statutory compliances, and approval by
the Shareholders in the Annual General Meeting for the year ended March
31, 2014.
DIRECTORS
Pursuant to the provisions of Section 149 of the Companies Act, 2013,
the Board at its meeting held on August 5, 2014 recommended the
appointment of Mr. Bharat Bhushan Chadha, Mr. Shiv Raj Singh, Mr.
Ashok Panjwani and Mr. Balraj Bhanot Directors as Independent Directors
not liable to retire by rotation for a period of 5 (Five) consecutive
years up to March 31, 2019, subject to approval of the shareholders in
the General Meeting of the Company.
These Directors have given the declaration to the Board that they meet
the criteria of independence as provided under Section 149(6) of the
said Act and under Clause 49 of the Listing Agreement with the Stock
Exchanges and also confirmed that they will abide by the provisions as
mentioned in Schedule IV of the Companies Act, 2013.
Mr. Anil Minda is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible offer himself for re-appointment.
Mrs. Vandana Minda was appointed as an additional Director who shall
hold office upto the ensuing Annual General Meeting of the Company. The
Company has received requisite request in writing from a member of the
Company proposing the candidature of Mrs. Vandana Minda for the office
of Director.
The Board recommends their re-appointment as a Directors of the
Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:- in preparation of Annual Accounts, the applicable
accounting standards have been followed and that there are no material
departures;
* 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 the end
of financial year and of the profit of the Company for that period ;
* 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 frauds and other irregularities;
* the Annual Accounts have been prepared on a going concern basis.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed analysis of the Company''s performance is discussed in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
CORPORATE GOVERNANCE
As required by the existing clause 49 of the listing agreements with
the stock exchanges, a detailed report of Corporate Governance as well
as Corporate Governance Compliance Certificate is included in the
Annual Report as per Annexure-I.
COMPLIANCE CERTIFICATE
As required under Section 383A of the Companies Act, 1956, a Compliance
Certificate has been obtained from Practicing Company Secretary and is
attached as per Annexure-II to this report.
AUDITORS
M/s. S S Kothari Mehta & Co., Chartered Accountants, the Auditors of
the Company, retire at the conclusion of the ensuing Annual General
Meeting and being eligible, offer themselves for reappointment.
The Company has received letters from them to the effect that their
re-appointment, if made, would be within the prescribed limits under
Section 141 of the Companies Act, 2013 and that they are not
disqualified for re- appointment.
EXPLANATION TO AUDITOR''S REMARKS
The Board has taken note of the Observations made by the Auditors in
their Report. The issues raised by them are being appropriately
monitored by the Management regarding further strengthening of physical
verification process of fixed assets and inventories, internal control
system for inventories and use of short term funds for long term
purpose.
PARTICULARS OF EMPLOYEES
The statement of employees under section 217(2A) of the Companies Act
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended has not been appended as there were no employee during the
year covered by the said rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
All possible measures have been undertaken successfully by your Company
to achieve the desired objective of energy conservation and technology
absorption. A statement giving details of conservation of energy,
technology absorption and foreign exchange earnings and outgo in
accordance with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988 is annexed as Annexure-III.
DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
LISTING
The Shares of your Company are listed on Bombay Stock Exchange Limited.
The Listing fee for the year 2014-15 has been paid to the Stock
Exchange. Annual custodian charges of Depository have also been paid to
NSDL and CDSL for the same period.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the
assistance and co-operation received from of U-shin Ltd., Japan and the
financial institutions, banks, government authorities, customers,
vendors and members and all other business associates during the year
under review. Your Directors also wish to place on record their deep
sense of appreciation for the employees of the Company at all levels,
for their whole- hearted co-operation and unstinted support. The
Directors look forward to a bright future and further growth with
confidence.
For and on behalf of the Board
J. P. Minda
Place: Gurgaon Chairman
Date: August 05, 2014 DIN: 00045623
Mar 31, 2013
To The Members,
The Directors are pleased to present Twenty Seventh Annual Report
together with the audited accounts of your Company for the financial
year ended March 31, 2013.
FINANCIAL HIGHLIGHTS
(Rs.in Lakh)
For the
year ended For the
year ended
March 31, 2013 March 31, 2012
Turnover (Net of excise) 51,650.72 45,907.31
Profit before interest & depreciation 2,271.50 2,147.67
Finance Charges 742.47 989.77
Profit before depreciation 1,529.03 1,157.90
Depreciation 1,042.93 995.01
Profit before tax 486.10 162.89
Provision for taxation
- Income tax 96.26 35.39
- Tax for earlier years (19.82)
-Deferred tax liability /(Assets) (75.89) 20.37
(86.39) (70.82)
Profit after tax and prior period items 465.72 233.71
Proposed Dividend 77.29
Dividend tax 12.53
Transfer to General Reserve 34.92
Profit after tax, dividend and
transfer to General Reserve 341.00 233.71
Balance of Profit brought forward 2,404.09 2,170.38
Balance carried to the Balance Sheet 2,745.06 2,404.09
OPERATIONS
The gross revenue (net of excise) of the Company for the year was
Rs.516.50 Crore as against Rs. 459.07 Crore in the previous year.
Earnings before depreciation, interest, tax and amortization (EBDITA)
stood at Rs. 22.71 Crore against Rs. 21.48 Crore in the previous year.
During the year, the Company has invested Rs.16.75 Crore towards
modernisation and expansion of its Manufacturing facilities as against
Rs. 15.84 Crore in the previous year. In view of the growth
opportunities provided by both the domestic and international markets,
the Company has made capital investment for upgradation of facilities
and increase in capacities.
In the current year the net sales in first quarter was Rs. 134.81 Crore
as against Rs. 128.08 Crore in the corresponding quarter of the
previous year which represent a growth of 5%.
DIVIDEND
The directors of the company are pleased to recommend
a dividend of 20% (Rs.2.00 per share) for the approval of the
shareholders for the year ended March 31, 2013.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Anil Minda and Mr. Bharat
Bhushan Chadha shall retire by rotation at the ensuing Annual General
meeting and being eligible, offer themselves for re-appointment. Mr.
Virendar Kumar Chanana shall retire by rotation and is not willing to
be re-appointed.
Mr. Jun Umehara, nominee director Ushin Ltd., Japan resigned from the
board on April 05, 2013. The Board acknowledged his resignation and put
on record the appreciation for the services rendered by him.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:-
- in preparation of Annual Accounts, the applicable accounting
standards have been followed and that there are no material departures;
- 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 the end
of financial year and of the profit of the Company for that period ;
- 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 frauds and other irregularities;
- the Annual Accounts have been prepared on a going concern basis.
EXPANSION
As a part of the expansion cum modernization plan, the company is now
in the process of setting up the manufacturing units at Bhiwadi,
Rohtak, IMT Manesar and these locations are nearby the plants of its
customers. This will help the company to increase its production and
achieve growth with value addition to enhance the profitability of the
existing processing unit. The funds required for this programme will be
arranged through raising of finance as a mix of debt and equity.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed analysis of the Company''s performance is discussed in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
CORPORATE GOVERNANCE
Corporate Governance Report as well as Corporate Governance Compliance
Certificate are set out as per Annexure-I to this report.
COMPLIANCE CERTIFICATE
As required under Section 383A of the Companies Act, 1956, a Compliance
Certificate has been obtained from Practicing Company Secretary and is
attached as per Annexure-ll to this report.
COST AUDITORS
The Board has re-appointed M/s. Goyal, Goyal & Associates, Cost
Accountants, New Delhi, as the Cost Auditors of the Company in
accordance with Section 233B of the Companies Act, 1956 for the
financial year 2013-14.
AUDITORS
M/s S S Kothari Mehta & Co., Chartered Accountants, the Auditors of the
Company, retire at the conclusion of the ensuing Annual General Meeting
and being eligible, offer themself for reappointment.
EXPLANATION TO AUDITOR''S REMARKS
The Board has taken note of the Observations made by the Auditors in
their Report. The issues raised by them are being appropriately
monitored by the Management regarding strengthening of physical
verification process of fixed assets, internal control system for
purchase and use of short term funds for long term purpose.
PARTICULARS OF EMPLOYEES
The statement of employees under section 217(2A) of the Companies Act
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended has not been appended as there were no employee during the
year covered by the said rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
All possible measures have been undertaken successfully by your Company
to achieve the desired objective of energy conservation and technology
absorption. A statement giving details of conservation of energy,
technology absorption and foreign exchange earning and outgo in
accordance with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988 is annexed as Annexure-lll.
DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
LISTING
The Shares of your Company are listed on Bombay Stock Exchange Limited.
The Listing fee for the year 2013-14 have been paid to the Stock
Exchange.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation forthe
assistance and co-operation received from U-shin Ltd., Japan and
Shinchang Electrics Co. Ltd., Korea, financial institutions, banks,
government authorities, customers, vendors and members and all other
business associates during the year under review. Your Directors also
wish to place on record their deep sense of appreciation for the
employees of the Company at all levels, for their whole-hearted
co-operation and unstinted support. The Directors look forward to a
bright future and further growth with confidence.
For and on behalf of the Board
Jay Ushin Limited
Place : Gurgaon J. P. Minda
Date : August 14, 2013 Chairman
Mar 31, 2012
The Directors are pleased to present Twenty Sixth Annual Report
together with the audited accounts of your Company for the financial
year ended March 31, 2012.
FINANCIAL HIGHLIGHTS
(Rs. in Lakh)
For the year For the year
ended ended
March 31, March 31,
2012 2011
Turnover (Net of excise) 45907.31 45262.72
Profit before interest &
depreciation 2147.67 3133.50
Finance Charges 989.77 851.64
Profit before depreciation 1157.90 2281.85
Depreciation 995.01 890.52
Profit before tax 162.89 1391.33
Provision for taxation
- Income tax 35.39 391.61
- Tax for earlier years (19.82) -
- Deferred tax
liability/(Assets) (86.39) (70.82) (48.28) 343.33
Prior Period Expenses - 28.84
Profit after tax and prior
period items 233.71 1019.16
Proposed Dividend - 115.94
Dividend tax - 18.81
Transfer to General Reserve - 102.50
Profit after tax, dividend
and transfer to General 233.71 781.91
Reserve
Balance of Profit brought 2170.38 1388.47
forward
Balance carried to the
Balance Sheet 2404.09 2170.38
OPERATIONS
The gross revenue (net of excise) of the Company for the year was Rs.
459.07 Crores as against Rs. 452.63 Crores in the previous year.
Earnings before depreciation, interest, tax and amortization (EBDITA)
stood at Rs. 21.48 Crores against Rs. 31.33 Crores in the previous
year.
During the year, the Company has invested Rs. 15. 84 Crores towards
modernisation and expansion of its Manufacturing facilities as against
Rs. 13.20 Crores in the previous year. In view of the growth
opportunities provided by both the domestic and international markets,
the Company has made capital investment for upgradation of facilities
and increase in capacities.
In the current year the net sales in first quarter was Rs. 128.08
Crores as against Rs. 110.95 Crores in the corresponding quarter of
the previous year which represent a growth of 15%.
DIVIDEND
In view of inadequate profits for the current financial year and the
funds requirements for future expansion, the board has decided not to
recommend any dividend for the year ended March 31, 2012.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Jaideo Prasad Minda, Mr.
Ashwani Minda and Mr. Balraj Bhanot shall retire by rotation at the
ensuing Annual General meeting and being eligible, offer themselves for
re-appointment. Mr. Satoru Gokuda, nominee Ushin Ltd., Japan who was
reappointed as whole time director of the Company for a period of 3
years resigned from the board on May 16, 2012. Mr. Mohan Ram Krishnan
and Mr. Bhawani Shankar Rathi, Director of the Company resigned from
the Board of the Company. The Board acknowledged their resignations and
put on record their appreciation for the services rendered by them.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that:-
- in preparation of Annual Accounts, the applicable accounting
standards have been followed and that there are no material
departures;
- 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 the
end of financial year and of the profit of the Company for that period ;
- 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 frauds and other irregularities;
- the Annual Accounts have been prepared on a going concern basis.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed analysis of the Company's performance is discussed in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
CORPORATE GOVERNANCE
Corporate Governance Report as well as Corporate Governance Compliance
Certificate are set out as per Annexure-I to this report.
COMPLIANCE CERTIFICATE
As required under Section 383A of the Companies Act, 1956, a Compliance
Certificate has been obtained from Practicing Company Secretary and is
attached as per Annexure-II to this report.
AUDITORS
M/s Haribhakti & Co., Chartered Accountants, the Auditors of the
Company, retire at the conclusion of the ensuing Annual General
Meeting.
EXPLANATION TO AUDITOR'S REMARKS
The Board has taken note of the Observations made by the Auditors in
their Report. The issues raised by them are being appropriately
monitored by the Management.
PARTICULARS OF EMPLOYEES
The statement of employees under section 217(2A) of the Companies Act
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended has not been appended as there were no employee during the
year covered by the said rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
All possible measures have been undertaken successfully by your Company
to achieve the desired objective of energy conservation and technology
absorption. A statement giving details of conservation of energy,
technology absorption and foreign exchange earning and outgo in
accordance with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988 is annexed as Annexure-III.
DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
LISTING
The Shares of your Company are listed on Bombay Stock Exchange Limited.
The Listing fee for the year 2012-13 have been paid to the Stock
Exchange.
ACKNOWLEDGEMENTS
The Board of Directors sincerely thank and wish to place on record its
appreciation of U-shin Ltd., Japan and Shinchang Electrics Co. Ltd.,
Korea, and the employees of the Company at all levels, for their
whole-hearted co-operation and unstinted support. The Directors also
place on record their sincere thanks to the directors of the Company
who have resigned during the period, for the services rendered by them
during their association with the Company. The Directors want to
express their deep-felt appreciation and best wishes to all the
shareholders, customers, bankers, Government and all other business
associates for the continued support and trust they have reposed in the
Management. The Directors look forward to a bright future and further
growth with confidence.
For and on behalf of the Board
J. P. Minda
Chairman
Place : Gurgaon
Date : September 01, 2012
Mar 31, 2011
The Members,
The Directors are pleased to present Twenty Fifth Annual Report together
with the audited accounts of your Company for the financial year ended
March 31, 2011.
FINANCIAL HIGHLIGHTS
(Rs. in Lakh)
For the year For the year
ended ended
March 31, March 31,
2011 2010
Turnover (Net of excise) - 45262.72 - 35729.55
Profit before interest &
depreciation - 3129.43 - 2325.78
Finance Charges - 847.58 - 674.19
Profit before depreciation - 2281.85 - 1651.59
Depreciation 890.52 809.30
Profit before tax - 1391.33 - 842.29
Provision for taxation
- Income tax 391.61 - 209.23 -
- Deferred tax liability /
(Assets) (48.28) 343.33 26.52 235.75
Prior Period item - 28.84 - -
Profit after tax and prior
period items - 1019.16 - 606.54
Proposed Dividend - 115.94 - 96.61
Dividend tax - 18.81 - 16.05
Transfer to General Reserve - 102.50 - 65.75
Profit after tax, dividend
and transfer to General
Reserve - 781.91 - 428.13
Balance of Profit brought
forward - 1388.47 - 960.34
Balance carried to the
Balance Sheet - 2170.38 - 1388.47
OPERATIONS
The gross revenue (net of excise) of the Company for the year was Rs.
452.63 Crores as against Rs 357.30 Crores in the previous year showing
growth of 27% year on year basis. Earnings before depreciation,
interest, tax and amortization (EBDITA) stood at Rs. 31.29 Crores
against Rs. 23.26 Crores in the previous year. Profit before tax (PBT)
stood at Rs. 13.91 Crores against Rs.8.42 Crores in the previous year.
During the year, the Company has invested Rs.13.20 Crores towards
modernisation and expansion of its Manufacturing facilities as against
Rs. 17.75 Crores in the previous year. In view of the growth
opportunities provided by both the domestic and international markets,
the Company has made capital investment for upgradation of facilities
and increase in capacities.
In the current year the net sales in first quarter was Rs. 110.95
Crores as against Rs. 101.13 Crores in the corresponding quarterofthe
previous year which represent a growth of 10%.
DIVIDEND
The directors of the company are pleased to recommend a dividend of 30%
(Rs.3.00 per share) for the approval of the shareholders for theyear
ended March 31, 2011.
DIRECTORS
Mr. Bharat Bhushan Chadha, Mr. Shiv Raj Singh and Mr. Ashok Panjwani,
Directors retire by rotation and, being eligible, offer themselves for
re-appointment.
Mr. Jun Umehara nominee of U-shin Ltd., Japan, Mr. Balraj Bhanot and
Mr. Mohan Ram Krishnan were appointed as additional Director(s)on the
Board of the Company during the year.
DIRECTORS'RESPONSIBILITYSTATEMENT
Pursuant to Section 217(2AA)of the CompaniesAct, 1956, the Directors
confirm that:-
- in preparation of Annual Accounts, the applicable accounting
standards have been followed and that there are no material departures;
- 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 the end
of financial year and of the profit of the Company for that period ;
- 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;
- the AnnualAccounts have been prepared on a going concern basis.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed analysis of the Company's performance is discussed in the
Management Discussion and Analysis Report, which forms part of
this Annual Report.
CORPORATE GOVERNANCE
Corporate Governance Report as well as Corporate Governance Compliance
Certificate are set out as perAnnexure-I to this report.
COMPLIANCE CERTIFICATE
As required under Section 383Aofthe CompaniesAct, 1956, a Compliance
Certificate has been obtained from Practising CompanySecretary
and is attached as per Annexure-II to this report.
AUDITORS
M/s. Haribhakti & Co., Chartered Accountants, the Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and, being eligible, offer themselves for re-appointment.Acertificate
from the auditors has been received to the effect that their
re-appointment, if made, would bein accordance with section 224(1B) of
the CompaniesAct, 1956.
EXPLANATION TO AUDITORS REMARKS
The board has taken note of auditor's observations made in their
report. The points raised by them will be monitored regularly by the
management.
PARTICULARS OF EMPLOYEES
The statement of employees under section 217(2A) of the CompaniesAct
1956, read with the Companies (Particulars of Employees) Rules,
1975,asamended has not been appended as there were no employee during
the year coveredbythe said rules.
CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
A statement giving details of conservation of energy, technology
absorption and foreign exchange earning and outgo in accordance with
the Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988 is annexed as Annexure-III.
DEPOSITS
The Company has not acceptedany deposits from the public during the
year under review.
LISTING
The Shares of your Company are listed on Bombay Stock Exchange Limited.
The Listing fee for the year 2011-12 have been paid to the Stock
Exchange.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all the Company's
employees for their enormous personal efforts as well as their
collective contribution to the Company's record performance. The
Directors would also like to thank U-shin Ltd., Japan and Shinchang
Electrics Co. Ltd., Korea, employee, shareholders, customer, bankers,
Government and all other business associates for the continuous support
given by them to the Company and their confidence in its management.
For and on behalf of the Board
J.P.Minda
Chairman
Place Gurgaon
Date September 03, 2011
Mar 31, 2010
The Directors are pleased to present Twenty Fourth Annual Report
together with the audited accounts of your Company for the financial
year ended March 31, 2010.
FINANCIAL HIGHLIGHTS
(Rs. in Lakh)
For the For the
year ended year ended
March 31,2010 March 31,2009
Turnover (Net of excise) 35729.55 25088.29
Profit before interest & depreciation 2325.78 1623.37
Finance Charges 674.19 641.21
Profit before depreciation 1651.59 982.16
Depreciation 809.30 609.81
Profit before tax 842.29 372.35
Provision for taxation
Income tax 209.23 72.78
Fringe benefit tax - 20.13
- Deferred tax liability 26.52 235.75 76.30 169.21
- -
Net profit for the year 606.54 203.14
Proposed Dividend 96.61 57.97
Dividend tax 16.05 9.85
Transfer to General Reserve 65.75 10.20
Profit after tax, dividend and
transfer to General Reserve 428.13 125.12
Balance of Profit brought forward 960.34 835.22
Balance carried to the Balance Sheet 1388.48 960.34
OPERATIONS
The gross revenue (net of excise) of the Company for the year was
Rs.357.30 Crores as against Rs.250.88 Crores in the previous year
showing growth of 42%. Earnings before depreciation, interest, tax and
amortization (EBDITA) stood at Rs.23.26 Crores against Rs.16.23 Crores
in the previous year. Profit before tax (PBT) stood at Rs.8.42 Crores
against Rs.3.72 Crores in the previous year.
During the year, the Company has invested Rs. 17.75 Crores towards
modernisation and expansion of its Manufacturing facilities as against
Rs.20.27 Crores in the previous year. In view of the growth
opportunities provided by both the domestic and international markets,
the Company has made capital investment for upgradation of facilities
and increase in capacities.
In the current year the net sales in first quarter was Rs. 101.13
Crores as against Rs.78.86 Crores in the corresponding quarter of the
previous year, clocking a growth of 28%. The Company has estimated a
minimum growth of 20 % for the current year.
DIVIDEND
The directors of the company are pleased to recommend a dividend of 25%
(Rs.2.50 per share) for the approval of the shareholders for the year
ended March 31,2010.
DIRECTORS
Mr. Bhawani Shanker Rathi and Mr. Virendra Kumar Chanana, Directors
retire by rotation and, being eligible, offer themselves for
re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
confirm that :-
- in preparation of Annual Accounts, the applicable accounting standards
have been followed and that there are no material departures,
- accounting policies have been selected and applied consistently and
judgements 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 the
end of financial year and of the profit of the Company for that period;
- 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;
- the Annual Accounts have been prepared on a going concern basis.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed analysis of the Companys performance is discussed in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
CORPORATE GOVERNANCE
Corporate Governance Report as well as Corporate Governance Compliance
Certificate are set out as per Annexure-I to this report.
COMPLIANCE CERTIFICATE
As required under Section 383A of the Companies Act, 1956, a Compliance
Certificate has been obtained from Practicing Company Secretary and is
attached as per Annexure-II to this report.
AUDITORS
M/s. Haribhakti & Co., Chartered Accountants, the Auditors of the
Company retire at the conclusion of the ensuing Annual General Meeting
and, being eligible, offer themselves for re-appointment. A certificate
from the auditors has been received to the effect that their
re-appointment, if made, would be in accordance with section 224(1B) of
the Companies Act, 1956
EXPLANATION TO AUDITORS REMARKS
Point No. (xvii) of Annexure to the Auditors Report
The auditors has specified a cumulative amount as on date. The
management is taking necessary steps to reduce the gap.
PARTICULARS OF EMPLOYEES
As required by the provisions of section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
as amended, the names and other particulars of the employees are set
out in Annexure -III to the Directors Report. However, as per the
provisions of section 219(l)(b)(iv) of the Companies Act, 1956, the
annual report is being sent to all the shareholders of the Company
excluding the aforesaid information. Any shareholder interested in
obtaining such particulars may write to the Company at its registered
office.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
A statement giving details of conservation of energy, technology
absorption and foreign exchange earning and outgo in accordance with
the Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988 is annexed as Annexure-IV.
DEPOSITS
The Company has not accepted any deposits from the public during the
year under review.
LISTING
The Shares of your Company are listed on Bombay Stock Exchange Limited.
The Listing fee for the year 2010-11 have been paid to the Stock
Exchange.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all of the Companys
employees for their enormous personal efforts as well as their
collective contribution to the Companys record performance. The
Directors would also like to thank to U-shin Ltd., Japan and Shinchang
Electrics Co. Ltd., Korea, employees, shareholders, customers,
bankers, Government and all other business associates for the
continuous support given by them to the Company and their confidence in
its management.
For and on behalf of the Board
Place : Gurgaon J. P. Minda
Date : August 26, 2010 Chairman
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