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Directors Report of Jost's Engineering Company Ltd.

Mar 31, 2015

Dear Members,

The Directors present herewith their Hundred and Seventh Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2015.

Year ended Previous Year 31-3-2015 ended 31-3-2014 Rs. Lakhs Rs. Lakhs

1. Financial Results

Profit / (Loss) before tax 104.26 388.99

Less: Provision for Income-tax 50.00 120.00

Profit / (Loss) after tax 54.26 268.99

Balance brought forward

from previous year 1093.27 962.36

Amount available for appropriation 1147.53 1231.35

Less: Appropriations

Proposed dividend 38.23 95.58

Tax on proposed dividend 8.00 15.50

General Reserve 5.00 27.00 Balance carried forward 1096.30 1093.27

2. Dividend

The Directors are pleased to recommend a dividend of Rs.5/- (50%) per share for the financial year ended 31st March, 2015.

3. Operations

Income for the year under review was Rs.7538 Lakhs as against Rs.7244 Lakhs in the previous year. The profit before tax was Rs.104 Lakhs as against Rs.389 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year.

4. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure "A" to the Directors' Report.

5. Directors' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Sections 134(3)(c) and 134(5) of the Companies Act, 2013 :

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ;

(ii) and applied them consistently and made judgements and estimates that 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, 2015 and of the profit of the Company for the year ended on that date ;

(iii) that the Directors 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 ;

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

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ; and

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

6. Particulars of employees

The information required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not given as no employee, employed throughout the year was in receipt of the remuneration of Rs.60 lakhs or more for the year under review and no employee, employed for the part of the year was in receipt of remuneration of Rs.5 lakhs or more per month.

7. Extract of Annual Return

The extract of the Annual Return in MGT-9 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 is annexed as Annexure "B" to the Directors' Report.

8. Deposits

During the year under review, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

9. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

10. Code of Conduct (Code) for Board Members and Senior Management

During the current financial year, the Company has adopted voluntarily, the Code for enhancing further ethical and transparent process in managing the assets and affairs of the Company. This Code has been posted on the website of the Company (www.josts.com).

11. Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014, the Company has established during the current financial year, a Whistle Blower Policy (Policy) to encourage Directors and Employees of the Company to bring to Company's attention, the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code that could adversely impact the Company's operations, business performance or reputation. The Policy has been posted on the website of the Company (www.josts.com). During the year 2014-15, no instances of unethical behaviour, actual or suspected fraud or violation of the code have been reported.

12. Committees of the Board

The Board of Directors have constituted the following Committees in compliance with the Companies Act, 2013. These Committees deal with specific areas and activities which concern the Company.

(i) Audit Committee Mr. F. K. Banatwalla - Chairman

Mr. Marco Wadia - Member

Mr. Shailesh Sheth - Member

(ii) Nomination and Remuneration Mr. Shailesh Sheth - Chairman Committee Mr. Marco Wadia - Member

Mr. F. K. Banatwalla - Member

(iii) Share Transfer and Stakeholders Mr. Shailesh Sheth - Chairman

Relationship Committee Mr. B. H. Reporter - Member

Mr. F. K. Banatwalla - Member

13. Independent Directors' Meeting

During the year under review, the Independent Directors in their separate Meeting held on 11th February, 2015 have, inter-alia, reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, and assessed the quality, quantity and timeliness of flow of information between the management and the Board so as to enable the Board to effectively and reasonably perform their duties.

14. Risk Management Policy

The Company has developed and implemented during the current financial year, a Risk Management Policy in compliance with the provisions of Section 134 (3) (n) of the Companies Act, 2013.

Risk Management is an organisation-wide approach towards identification, assessment, communication and management of risk in a cost-effective manner - a holistic approach to managing risk. Generally, this involves reviewing operations of the organisation, identifying potential threats to the organisation and the likelihood of their occurrence and then making appropriate actions to address the most likely threats.

The Policy provides for constitution of Risk Management Core Group (RMCG) consisting of Functional / Departmental / Productline heads and headed by Chief Executive Officer (CEO) of the Company.

The RMCG shall be collectively responsible for developing the Company's Risk Management principles and Risk Management expectations, in addition to those specific responsibilities as outlined in the Policy. The RMCG will provide updates to the Audit Committee and Board of Directors of the Company on key risks faced by the Company, if any, and the relevant mitigant actions.

The major risks such as Operational Risk, Financial Risk, External Environment and Strategic Risk have been identified and the Risk Management process has been formulated.

The Risk Management Policy has been posted on the website of the Company (www.josts.com).

15. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy (the Policy) during the current financial year, which has been approved by the Board of Directors of the Company. The Policy applies to the Board of Directors, Key Managerial Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key Managerial Personnel and Senior Management Personnel and also lays down a framework in relation to remuneration of the aforesaid persons.

A Nomination and Remuneration Policy has been posted on the website of the Company (www.josts.com).

16. Performance Evaluation

As per the Performance Evaluation Policy of the Company, read with the provisions of the Companies Act, 2013, the Board of Directors shall evaluate the performance of the following :

i) its own performance as a body;

ii) each Independent Director and Non-Independent Director; and

iii) Committees of the Board.

As per the performance evaluation process, the Board evaluated its own performance as well as that of individual directors and the following Committees of the Board :

i) Audit Committee

ii) Nomination and Remuneration Committee; and

iii) Share Transfer and Stakeholders' Relationship Committee and found the same to be satisfactory.

17. Key Managerial Personnel

In compliance with the provisions of Section 203 of the Companies Act, 2013, the Board of Directors of the Company have appointed the following Key Managerial Personnel :

Mr. R. P Pargaonkar - Chief Executive Officer

Mr. C. B. Sagvekar - Vice President and Company Secretary

Mr. M. G. Naik - Chief Financial Officer

18. Meetings of the Board

During the year, seven Board Meetings and six Committee Meetings were convened and held. Details of attendance are given in "General information to Shareholders" on Page No. 35.

19. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

20. Auditors

(i) Statutory Auditors

Messrs. Sorab S. Engineer & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules made thereunder as Auditors of the Company.

(ii) Cost Auditors

The Board of Directors of the Company at their Meeting held on 21st May, 2014, have approved the appointment of M/s. Devarajan Swaminathan & Co., Cost Accountants, to conduct the audit of Cost Records for the year ending 31st March, 2015, on a remuneration of Rs.80,000/- plus service tax and out-of-pocket expenses.

In terms of the provisions of Section 148 (3) of the Companies Act, 2013 read with Rule 14 (a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. Devarajan Swaminathan & Co., Cost Auditors is included at Item No.9 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the Financial Year 2013-2014 was filed with Ministry of Corporate Affairs (MCA) on 26th December, 2014.

(iii) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sandeep Dar & Co., Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure "C" to the Directors' Report. The observations made by the Secretarial Auditor in his report are self-explanatory and therefore do not call for any further comments.

21. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as 'Annexure D' to the Directors' Report.

22. Internal Control System and Adequacy

The Company has an adequate internal control system commensurate with its size and nature of its business. The Internal Audit is entrusted to Internal Auditors, namely, M/s. Uday & Uday, Chartered Accountants, who submit their report periodically to the Audit Committee. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee

23. Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

24. Prevention of Sexual Harassment

The Company is in the process of establishing an "Internal Complaints Committee" in compliance with the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013. However, during the year under review, no complaints of Sexual Harassment were reported to the Board.

25. Change in Promoter and Promoter Group

On 21st January, 2015, the erstwhile Promoter and Promoter Group, namely, Mr. B. H. Reporter, Mrs. A. B. Reporter, Mrs. Parviz Batliwala, Mr. Farrokh J. Batliwala, Ms. Shireen J. Batliwala, Bullows India Private Limited and Phiroze Sethna Private Limited sold their entire shareholding i.e. 3,69,910 Equity Shares (48.38%) to the new Promoter and Promoter Group, namely, Mr. Jai Prakash Agarwal, Mr. Vishal Jain, Mrs. Krishna Agarwal, Mr. Abhishek Agarwal, J. P Agarwal & Sons (HUF), Mr. Rajendra Kumar Agarwal, Mrs. Anita Agarwal and Mrs. Shikha Jain, pursuant to the Share Purchase Agreement entered into between them on 30th August, 2014.

26. Directors

(i) Mr. Pradeep Bhargava resigned with effect from 26th February, 2015 on medical grounds after serving on the Board of the Company for about 6 years.

The Board takes this opportunity to place on record its appreciation for the advice, guidance and valuable contribution from Mr. Pradeep Bhargava.

(ii) Mr. Jai Prakash Agarwal was appointed as an Additional Director of the Company with effect from 21st January, 2015 who holds office upto the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and Article 109 of the Articles of Association of the Company. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 alongwith requisite deposit from a member signifying his intention to propose the appointment of Mr. Jai Prakash Agarwal as Director of the Company.

(iii) Mr. Vishal Jain was appointed as an Additional Director of the Company with effect from 21st January, 2015 who holds office upto the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and Article 109 of the Articles of Association of the Company. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 alongwith requisite deposit from a member signifying his intention to propose the appointment of Mr. Vishal Jain as Director of the Company.

(iv) In accordance with Article 122 of the Articles of Association of the Company, Mrs. Parviz Batliwala retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment.

(v) All the Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013.

On behalf of the Board of Directors

B. H. Reporter Mumbai, 27th May, 2015. Chairman


Mar 31, 2012

The Directors present herewith their Hundred and Fourth Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2012.

Year ended Previous Year 31-3-2012 ended 31-3-2011 Rs. Lakhs Rs. Lakhs

1. Financial Results

Profit/(Loss) before tax 702.61 550.74

Less: Provision for Income-tax 260.00 210.00

442.61 340.74

Excess Provisions for Income tax in respect of earlier years written back - 99.03

Profit/(Loss) after tax 442.61 439.77

Balance brought forward from previous year 621.28 403.23

Amount available for appropriation 1,063.89 843.00

Less: Appropriations

Proposed dividend 191.16 152.93

Tax on proposed dividend 31.01 24.81

General Reserve 45.00 43.98

Balance carried forward 796.72 621.28

2. Dividend

The Directors are pleased to recommend a dividend of Rs.25/- (250%) per share for the financial year ended 31st March, 2012.

3. Operations

Income for the year under review was Rs.8044 Lakhs as against Rs.7802 Lakhs in the previous year. The profit before tax was Rs.703 Lakhs as against Rs.551 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year.

4. Auditors' Report

The notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

5. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure "A" to the Directors' Report.

6. Particulars of employees

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

7. Directors' Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956.

It is hereby confirmed that

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the Directors had selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

3. the Directors had taken proper and sufficient care 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;

4. the Directors had prepared the annual accounts on a going concern basis.

8. Directors

In accordance with Article 122 of the Articles of Association of the Company, Mr.Shailesh Sheth and Mr. Pradeep Bhargava retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

9. Auditors

Messrs. Sorab S. Engineer & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

On behalf of the Board of Directors

B. H. Reporter

Mumbai, 8th May, 2012. Chairman


Mar 31, 2011

The Directors present herewith their Hundred and Third Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2011.

Year ended Previous Year 31-3-2011 ended 31-3-2010 Rs. Lakhs Rs. Lakhs

1. Financial Results

Profit/(Loss) before tax 550.73 372.86

Less: Provision for Income-tax 210.00 140.00

340.73 232.86

Excess Provisions for Income tax in respect of earlier years written back 99.03 -

Profit/(Loss) after tax 439.76 232.86

Balance brought forward from previous year 403.23 283.11

Amount available for appropriation 842.99 515.97

Less: Appropriations

Proposed dividend 152.93 76.46

Tax on proposed dividend 24.81 12.99

General Reserve 43.98 23.29

Balance carried forward 621.27 403.23

2. Dividend

The Directors are pleased to recommend a dividend of Rs.20/- (200%) per share for the financial year ended 31st March, 2011.

3. Operations

Sales for the year under review were Rs.6942 Lakhs as against Rs.5169 Lakhs in the previous year. The profit after tax was Rs.440 Lakhs as against Rs.233 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year.

4. Auditors Report

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

5. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 217(1)(e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure "A" to the Directors Report.

6. Particulars of employees

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

7. Directors Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956.

It is hereby confirmed that

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

(iii) the Directors had taken proper and sufficient care 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;

(iv) the Directors had prepared the annual accounts on a going concern basis.

8. Directors

In accordance with Article 122 of the Articles of Association of the Company, Mr. Marco Wadia and Mr. F. K. Banatwalla retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

9. Auditors

Messrs. Sorab S. Engineer & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

On behalf of the Board of Directors

B. H. Reporter Chairman

Mumbai, 6th May, 2011.


Mar 31, 2010

The Directors present herewith their Hundred and Second Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2010.

Year ended Previous Year 31-3-2010 ended 31-3-2009 Rs. Lakhs Rs. Lakhs

1. Financial Results

Profit/(Loss) before tax 372.86 243.69

Less: Provision for Income-tax 140.00 97.00

Provision for Fringe Benefit-Tax - 23.70

(Excess)/Short Provisions for Income tax - (2.86) in respect of earlier years

Profit/(Loss) after tax 232.86 125.85

Balance brought forward from previous year 283.11 237.10

Amount available for appropriation 515.97 362.95

Less: Appropriations

Proposed dividend 76.46 57.35

Tax on proposed dividend 12.99 9.74

General Reserve 23.29 12.75

Balance carried forward 403.23 283.11

2. Dividend

The Directors are pleased to recommend a dividend of Rs.10 (100%) per share for the financial year ended 31st March, 2010.

3. Operations

Sales for the year under review were Rs.5169 Lakhs as against Rs.3893 Lakhs in the previous year. The profit after tax was Rs.233 Lakhs as against Rs.126 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year.

4. Auditors Report

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

5. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 217{1)(e) of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure "A" to the Directors Report.

6. Particulars of employees

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

7. Directors Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956.

It is hereby confirmed that

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

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 of the Company for that period;

(iii) the Directors had taken proper and sufficient care 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;

(iv) the Directors had prepared the annual accounts on a going concern basis.

8. Directors

Mr. F.A.A. Jasdanwalla resigned with effect from 22nd October, 2009 on account of advancing age after serving on the Board of the Company for 50 years. Unfortunately, he passed away on 6th April, 2010.

Mr. H. N. Sethna resigned with effect from 20th March, 2010 on account of ill-health after serving on the Board of the Company for 24 years.

The Board takes this opportunity to place on record its appreciation for the advice, guidance and valuable contributions from both these Directors.

Mr. Pradeep Bhargava was appointed as an Additional Director of the Company with effect from 30th October, 2009 who holds office upto the date of ensuing Annual General Meeting and being eligible offers himself for reappointment. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a member signifying his intention to propose the appointment of Mr.Pradeep Bhargava as Director of the Company.

In accordance with Article 122 of the Articles of Association of the Company, Mr. B. H. Reporter and Mr. Shailesh Sheth retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

9. Auditors

Messrs. Sorab S. Engineer & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

On behalf of the Board of Directors

B. H. Reporter

Mumbai, 4th May, 2010. Chairman



 
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