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Directors Report of JSL Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 49th ANNUAL REPORT together with the audited financial statements for the year ended March, 31,2015.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Particulars 2014-15 2013-14

Revenue from Operations (Net) and other income 5578.43 5306.91

Profit Before Interest, depreciation and Tax 518.99 477.60

Less : Interest and Bank Charges 134.92 112.47

Profit Before Depreciation and Tax 384.07 365.13

Less : Depreciation 174.25 133.93

Profit Before Tax 209.83 231.20

Provision for Taxation :

* Current Tax 66.50 72.50

* Deferred Tax (16.07) 5.68

* Income Tax Earlier Year - 10.99

Profit After Tax (PAT) 159.40 142.03

Balance brought forward from previous year 166.03 224.00

Profit available for Appropriations 325.43 366.03

Less : Transferred to General Reserve - 200.00

Balance carried to Balance Sheet 325.43 166.03

2. DIVIDEND

Considering the need to conserve the financial resources for future growth of the business, your Directors do not recommend any dividend.

3. REVIEW OF PERFORMANCE

OPERATIONS

General growth of Indian economy as a whole and in the manufacturing sector in particular, has been fluctuating in the year 2014-15. Due to this, your Company's growth in the year under consideration was also moderate and the turnover was up by 4.3% when compared to the year before.

However, due to various measures taken, depending upon the situation, your Company has tried to make a reasonable profit.

The saving in electrical energy from green power generation (2 nos. Wind Mills put up by the Company for captive power consumption) has been 38% of the total power requirement for the year 2014-15.

DIVISIONAL PERFORMANCE

Instrument Transformer Division

During the year under review, the Instrument Transformer Division has achieved Net Sales of Rs. 22.80 crores, thus registering the growth of 5%.

245kV Class CT successfully type tested and delivered to GETCO for trial at one of their Sub-station was commissioned in May 2014 and its performance has been found satisfactory. Based on the field performance we are now approved Vendor to GETCO for 245 kV Class CTs.

This year we have supplied 2512 nos. 66kV Class Instrument Transformers to GETCO and we have received Best Supplier Award from GETCO for the year 2013-2014, which is the second award consecutively. During the year under review, your company has taken several measures to improve/modify the existing products which have enabled them to bag bulk orders for Indoor and Outdoor Instrument Transformers.

Switch Gear Division

During the year under review, the Switch Gear Division has achieved a Net Sales of Rs. 19.72 crores, which is more or less the same as of last year. We have taken some more measures to improve upon the performance and aesthetics of various Starters.

LT Switchboard

LT Switchboard business for the year under review has improved due to new tenders from Electric Power Distribution Companies. For the year under review LT Switchboard Division has achieved net sales of Rs. 3.79 crores.

Motor and Pumps Division

Motor and Pumps Division have achieved Net Sales of Rs. 6.79 crores in the year under review. Your company have added three new Frames for the Motors i.e. Frame 280, 315 and 355. Which means JSL will now be covering complete range of LT Motors viz. from 0.5 KW to 350 KW.

Though the work on setting up a new state of art facility for manufacture of complete range of LT Motors started in the year under review the same has spilled over to 2015-16 and will now be completed in the third quarter.

Thus, your Company has now in its portfolio complete range of LT Motors which will be manufactured in a state of art manufacturing facility as per National/ International Standards. TEFC Motors, which are available with CE marking, will be offered both in standard and high efficiency range.

4. DEPOSITS

The Company has not accepted any deposits to which provisions of Section 73 of the Companies Act, 2013 (the Act) and The Companies (Acceptance of Deposits) Rules, 2014, are applicable.

5. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

6. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

7. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

8. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION OF, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

9. PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure "G" which forms part of this report.

10. DIRECTORS

The Board of Directors had appointed Mr. Sudhir Chemburkar and Mr. Jaydev Paneri, as an Additional Directors of the Company in the category of Independent Directors, w.e.f., February 10, 2015. Nomination and Remuneration Committee had recommended the said appointment.

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

Shri. Y. N. Vinchurkar, the Independent Director of the Company has resigned from the Board of the Company, w.e.f., 10th February, 2015. The Board has placed on record its appreciation for the contributions made by Shri. Y. N. Vinchurkar, during his respective tenures of office.

In accordance with the provisions of the Companies Act, 2013, at the forthcoming Annual General Meeting, Dr. K. K. Thakkar, retires by rotation and being eligible offer himself for re-appointment.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions under Section 134 (3) (C) of the Companies Act, 2013, with respect to Director's Responsibility Statement, the Board of Directors hereby confirm that:

1. in the preparation of annual accounts for the year ended March 31,2015, the applicable accounting standards have been followed and given proper explanation relating to material departures;

2. the directors have selected such accounting policies and applied them consistently and made judgments and estimates which 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 or loss of the Company for the year under review;

3. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the directors have prepared the annual accounts on a going concern basis.

5. the directors have laid down internal financial controls, which are adequate and are operating effectively.

6. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo is annexed herewith as Annexure 'A', which forms part of this report.

13. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure 'B', which forms part of this report.

14. BOARD MEETINGS

During the year seven Board Meetings were convened and held. The details are given in Annexure 'C', which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

15. AUDIT COMMITTEE

The Company had constituted Audit Committee of directors pursuant to provisions of Section 177 of Companies Act, 2013, with Independent Directors forming majority and has three directors as members, viz. Mr. Jaydev Paneri, Chairman of Committee, Mr. P. V. Krishnan and Dr. K. K. Thakkar, as members of the Committee.

16. DIRECTORS' APPOINTMENT AND 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 as per Annexure 'D', which forms part of this Report.

The Company had constituted Nomination and Remuneration Committee pursuant to provisions of Section 178 of the Companies Act, 2013, with Independent Directors forming majority and committee has three directors as members. viz. Mr. Sudhir Chemburkar, Chairman of Committee, Dr. K.K. Thakkar and Mr. P.V. Krishnan as members of the Committee.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013, during the year under review.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has not entered in to any Related Party Transaction during the year.

19. RISK MANAGEMENT

The Company has developed and implemented Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The Company has in place a mechanism to inform Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risks by means of a properly defined frame work.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an Internal Control System, commensurate with the size, scale and complexity and nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statues, safeguarding of assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

The Company has an audit committee. The audit committee reviews audit reports submitted by the internal auditors. Based on the report of internal audit function, committee undertake corrective action in their respective areas and thereby strengthen the controls. Suggestions for improvement are considered and the audit committee follows up on corrective action. Company uses SAP system to record data for accounting, consolidation and management information purposes.

21. DETAILS DIRECTORS/KEY MANAGERIAL PERSONNEL

The details of directors and key managerial personnel who were appointed or have resigned during the year are as per attached Annexure "E", which forms part of this report.

22. AUDITORS

The Company's Auditors, M/s. Amin Parikn & Co., Chartered Accountants, Vadodara, who retire at the ensuing Annual General Meeting of the Company, are eligible for reappointment. They have confirmed their appointment under Section 141 of the Companies Act, 2013 and rules made thereunder for re-appointment as Auditors of the Company. Board recommend their re-appointment.

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. J. J. Gandhi & Co., Practicing Company Secretaries, Vadodara, to carry out Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure "F", which forms part of this report.

23. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism/Whistle Blower Policy to deal with fraud or mismanagement, where it has a mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct/Business Ethics, if any. No personnel have been denied access to the Chairman of the Audit Committee, for making complaint on any Integrity issue.

The details of the Policy posted on the website of the Company.

24. CORPORATE GOVERNANCE REPORT

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, the requirement of Corporate Governance Report is not mandatory as the paid up capital of the Company is less than Rs. 10.00 crore and Net worth is less than Rs. 25 crore.

25. INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on March 9, 2015, inter alia, to discuss:

* Evaluation of performance of Independent Directors and the Board of Directors as a whole;

* Evaluation of performance of Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

* Evaluation of quality, consent and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support and co-operation extended by all stakeholders of the Company viz. Suppliers, Customers, Bankers, dealer, vendors and business partners for the support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Place : Mogar On behalf of the Board of Directors Date : May 22, 2015 For JSL Industries Limited Registered Office Mogar - 388 340 Dist. Anand, Gujarat. (Rahul N. Amin) CIN NO: L31100GJ1966PLC001397 Chairman


Mar 31, 2014

The Members of JSL Industries Limited

The Directors have pleasure in presenting 48th ANNUAL REPORT of the Company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

2013-14 2012-13

Total Income 5306.91 6761.09

Profit before Interest, Depreciation and Tax 477.60 639.48

Less : Interest and Bank Charges 112.47 189.89

Profit before Depreciation and Tax 365.13 449.59

Less Depreciation 133.93 132.15

Profit before Taxation 231.20 317.44

Provision for Taxation - Current Tax 72.50 67.50

- Deferred Tax 5.68 (30.48)

- Income Tax Earlier Year 11.00 ---

Balance of Profit for the year 142.02 280.42

Balance of brought forward from the previous year 224.00 143.58

Balance of Profit available for appropriation 366.03 424.00

Less Transferred to General Reserve 200.00 200.00

Balance of Profit carried to Balance sheet 166.03 224.00

DIVIDEND

Considering the need to conserve the financial resources for future growth of the business, your Directors do not recommend any dividend.

REVIEW OF PERFORMANCE

Operations

General growth of Indian economy has been at its lowest in the year 2013-2014. Manufacturing sector, in particular, was hit hardest. Due to this, your Company''s growth in the year under consideration was also affected and the Turn Over was down by 21.78% percent when compared to the year before.

However, due to various measures taken at appropriate time, your Company has still made a reasonable profit on this lower Turn Over.

The saving in electrical energy from green power generation (2 nos Wind Mills put up by Company one in March 2011 and other in March 2012 for captive power consumption) has been 38 percent of the total power requirement.

DIVISIONAL PERFORMANCE

Instrument Transformer Division

During the year under review the Instrument T ransformer Division has achieved net sales of Rs. 21.63 corers compared to last years Rs. 27.35 crores. This was due to all over slow down in the manufacturing sector mentioned above.

In this year, we have successfully type tested 245kV Class CT at NABL accredited facilities and your Company has delivered 3 Nos 245kV Class CTs to Gujarat Energy Transmission Corporation Limited (GETCO) against their trial order which will now be commissioned at one of their Sub-stations and performance will be observed for one season.

It is a proud moment for your Company to be the Company In the country to design, manufacture and supply Instrument Transformers from 3.3 kV to 245 kV Class.

This year we have supplied 3190 nos 66kV Outdoor Current Transformers to GETCO.

During the year under review your Company has taken many measures to improve /modify the existing products which have enabled them to bag bulk orders for Indoor and Outdoor Instrument Transformers.

This will definitely provide your Company an opportunity to enter the newer market and give increased market penetrations.

Switch Gear Division

During the year under view the Switch Gear Division has achieved a net sales of Rs. 20.04 crores which is all time high.

We have further improved upon the performance and aesthetics of various Starters.

We have also introduced Air Break Starters in the market and this will definitely add to the Turn Over of the Company.

LT Switchboard

LT Switchboard business in the year under review have suffered due to very poor demand in the market. Your Company expects better position in the coming year.

Motor and Pumps Division

Motors and Pumps Division have achieved net sales of Rs.8.0 corers in the year under review.

Mono-block Pumps revamping has been completed and your Company expect better performance of the Division in the current year.

We are happy to inform you that your Company has obtained CE Marking for the Motors which will definitely help in boosting the turn over and will also open an export market directly / indirectly.

This year we shall be able to increase the range of Motors by setting up a new manufacturing plant.

DEPOSITS

Your Company has not accepted any Deposits to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

PARTICULARS OF EMPLOYEES

As required by provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 as amended the names and other particulars are not applicable.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to provisions under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility Statement, the Board of Directors hereby confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed and given proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates which 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 or loss of the Company for the year under review;

3. 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;

4. The annual accounts have been prepared on a going concern basis.

DIRECTORS

At the forthcoming Annual General Meeting, Mr. Rahul N. Amin, retires by rotation as per the provisions of the Companies Act, and being eligible offer themselves for reappointment.

Mr. Y. N. Vinchurkar and Mr. P. V. Krishnan, existing Independent Directors of the Company are recommended for their re-appointments as independent Directors by the shareholders of the Company at the forthcoming Annual General Meeting pursuant to the requirement of the provisions of Section 149 of the Companies Act, 2013. The Board recommends their appointments.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo are as per attached Annexure A, which forms part of this report.

COMPLIANCE CERTIFICATE

A Compliance Certificate issued by M/s J J Gandhi & Co. Practicing Company Secretaries, Vadodara, pursuant to provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, is attached to this Report Annexure B.

AUDITORS

M/s Amin Parikh & Co, Chartered Accountants, Vadodara, the existing statutory Auditors of the Company, retires at the ensuing Annual General Meeting of the Company but are eligible for re-appointment. Directors recommend their re-appointment.

As per Section 134(2)(f) of the Companies Act, 2013 the notes/ comments of Auditors referred to in the Auditors'' Report are self explanatory and give information.

CORPORATE GOVERNANCE REPORT

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, the requirement of Corporate Governance Report is not applicable as the paid up capital of the Company is less than Rs. 3.00 Crores.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support received from its Suppliers, Customers, Bankers and Employees during the year under review.

On behalf of the Board of Directors

Place : Mogar (Rahul N. Amin)

Date : 27th May, 2014 Chairman


Mar 31, 2013

To, The Members of JSL Industries Limited

The Directors have pleasure in presenting 47th ANNUAL REPORT of the Company together with the Audited Statement of Accounts of the Company for the year ended 31 st March, 2013.

FINANCIAL RESULTS

(Rs.in Lacs) 2012-13 2011-12

Total Income 6761.09 5943.82

Profit before Interest Depreciation and Tax 639.48 585.79

Less : Interest and Bank Charges 189.89 48.39

Profit before Depreciation and Tax 449.59 437.40

Less Depreciation 132.15 78.71

Profit before Taxation 317.44 358.69

Provision for Taxation Current Tax 67.50 67.00

income Tax Paid Earlier Years 12.56

Deferred Tax (30.48) (.62.54)

Balance of Profit for the year 280.42 341.67

Balance of brought forward from the previous year 143.58 51.91 Balance of Profit available for appropriation 424.00 393.58

Less Transferred to General Reserve 200.00 250.00

Balance of Profit carried to Balance sheet 224.00 143.58



Dividend

Considering the need to conserve the financial resources for future growth of the business, your Directors do not recommend any dividend.

REVIEW OF PERFORMANCE

Operations

Currently Indian economy is passing through a difficult phase and in the year 2012-2013 it has not grown as planned / expected in the beginning of the year. However, your company has achieved a reasonable growth of 13.75% over the last year.

The total income of the company for the financial year under review was Rs. 67.61 Crores as against Rs. 59.43 Crores for the previous year registering an increase of 13.75%. The company has pending orders worth Rs. 10.02 Crores at the beginning of the current year i.e. as on 1sl April 2013.

Your company has installed two Wind Mills, one in March 2011 and another in March 2012 for captive power consumption. This has met 40% electricity demand of the company, which is a good initiative for generation of green power.

DIVISIONAL PERFORMANCE

Instrument Transformer Division

During the year under review the Instrument Transformer Division has achieved net sales of Rs. 27.35 Crores. This was under strain for lack in demand by Government and Private Sectors due to slow down in economy.

It has been your company''s endeavour to deliver products to meet the stated and implied needs of customers, thus creating ''CUSTOMER''S DELIGHT''. As a result of this your company has been honoured with BEST EQUIPMENT SUPPLIER AWARD from one of the major utilities in Western India - Gujarat Energy Transmission Corporation Limited (GETCO). This award is graded on major parameters like quality of products, basic engineering, achieving stipulated deliveries, after sales services, technical support etc.

This award is tribute to your company''s well managed team work, combined efforts and excellent commitment.

In the year under review the company has designed, manufactured and internally tested 245kV Class CT successfully. It is now undergoing Type Tests at NABL accredited facilities and is expected to be completed very soon.

In the year under review we have improved / modified the existing products and introduced new products as per the market requirements. This will definitely give your company a boost to enter newer markets.

Switch Gear Division

During the year under review the Switchgear Division has achieved net sales of Rs. 17.22 Crores. The demand for the product was more or less steady in the year under review. We have further improved upon the performance and aesthetics of various Starters. We have also completed certification testing of Starters as per relevant National and International Standards.

LT Switchboard

LT Switchboard businesses in the year under review have been very good and have achieved net sales of Rs. 11.04 Crores during the year under review.

Motors and Pumps Division

Motors and Pumps Division have achieved net sales of X 10.80 Crores in the year under review. We have fully developed Motors upto 250 frame as per IEC frame for TEFC and SPDP Motors.

We have also introduced SPDP Slip ring Motors during year under review.

Major portion of our revamping plan of Mono-block Pumps have been completed. The new designed pumps are cost effective with better performance and aesthetics. Your company has already introduced these new designed pumps in the market. The last phase will be completed in the current year so that the Company can expect full advantage of the same in the next year.

Use of Information Technology

The Company is continuously making use of Information Technology and in this direction, the SAP system has become fully operational, which was installed in the year 2011 -12.

Deposits

Your Company has not accepted any Deposits to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

Particulars of Employees

As required by provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 as amended the names and other particulars are not applicable.

Director''s Responsibility Statement

Pursuant to provisions under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, the Board of Directors hereby confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed and given proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates which 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 or loss of the Company for the year under review;

3. 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;

4. The annual accounts have been prepared on a going concern basis.

DIRECTORS

At the forthcoming Annual General Meeting, Mr. Y.N. Vinchurkar and Mr. P.V. Krishnan retire by rotation as per the provisions of the Companies Act, 1956 and the Articles of Association of the Company, and being eligible offer themselves for reappointment.

Dr. K KThakkar has been reappointed as Corporate Advisor for a period of one year w.e.f. 1st April, 2013 subject to approval of shareholders at the forthcoming Annual General Meeting. The Board recommends the proposed special resolution for your approval.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo are as per attached Annexure A, which forms part''of this report.

COMPLIANCE CERTIFICATE

A Compliance Certificate issued by M/s J J Gandhi & Co. Practicing Company Secretaries, Vadodara, pursuant to provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, is attached to this Report Annexure B.

AUDITORS

M/s Amin Parikh & Co, Chartered Accountants, Vadodara, the existing statutory Auditors of the Company, retires at the ensuing Annual General Meeting of the Company but are eligible for reappointment. Directors recommend their re-appointment.

As per Section 217(3) of the Companies Act, 1956 the notes/ comments of Auditors referred to in the Auditors'' Report are self explanatory and give complete information.

CORPORATE GOVERNANCE REPORT

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, the requirement of Corporate Governance Report is not applicable as the paid up capital of the Company is less than Rs. 3.00 Crores.

ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation for the continuous support received from its Suppliers, Customers, Bankers and Employees during the year under review.

On behalf of the Board of Directors

Place: Mogar

Date :14th May, 2013 Rahul N. Amin Chairman


Mar 31, 2012

To,The Members of JSL Industries Limited

The Directors have pleasure in presenting 46th ANNUAL REPORT of the Company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs in Lacs)

2011-12 2010-11

Total Income 5943.82 4728.99

Profit before Interest & Depreciation 585.79 338.40

Less : Finance Cost 148.39 76.93

Profit before Depreciation 437.40 261.47

Less Depreciation 78.71 43.22

Profit before Taxation 358.69 218.25

Provision for Taxation - Current Tax 67.00 47.00

Deferred Tax (62.54) (26.60)

Previous Year Tax 12.56 -

Balance of Profit for the year 341.67 197.85

Balance of brought forward from the previous year 51.91 54.05

Balance of Profit available for appropriation 393.58 251.91

Less Transferred to General Reserve 250.00 200.00

Balance of Profit carried to Balance sheet 143.58 51.91

DIVIDEND

Considering the need to conserve the financial resources for future growth of the business, your Directors do not recommend any dividend.

REVIEW OF PERFORMANCE Operations

In the year 2011-12 Engineering and Manufacturing Sector has seen many ups and down including power sector. However, your Company has maintained a steady growth owing to the measures taken from time-to-time with flexibility to adapt to the changes in the market, and these measures have lead to a growth of 26% over the last year.

The total income of the Company for the financial year under review was Rs 5943.82 Lacs as against Rs 4729.00 Lacs for the previous year registering an increase of 26%. The Profit before Tax was Rs 358.69 Lacs and the Profit after Tax was Rs 341.67 Lacs for the financial year under review as against Rs 218.25 Lacs and Rs 197.86 Lacs for the previous financial year showing an increase of 64% and 73% respectively over the previous financial year.

The Company has pending orders worth Rs 14.25 Crores at the beginning of the Current year i.e. April 2012.

During the year under review your Company installed one more Wind Mill Turbine of capacity 250 KW at Bakodi Village, Tal. Kalyanpur, Dist. Jamnagar, Gujarat. This is in addition to the first machine commissioned by the company in March 2011. The generated Electricity from the two machines shall be used for captive consumption. This will meet approximately 30% electricity demand of the company.

DIVISIONAL PERFORMANCE Instrument Transformer Division

During the year under review the Instrument Transformer division has almost doubled its production/ sales. This Division achieved net sales of Rs 27.90 Crores against Rs 14.16 Crores of previous year.

The year has been very good and we could achieve this performance because of our faster deliveries of the CTs/PTs to meet the urgent requirement of customers and prominently from Solar Power Sector. Gujarat State has established a 600 MW Solar Power Generation capacity and we have contributed about 400 Nos outdoor 66 kV CTs/PTs for this sector.

We have added 11 kV 0.5S Class outdoor Metering Unit to our portfolio.

The Company has already established the manufacturing facilities for CTs/PTs up to 245 kV Class.

With this added facility the Company is now able to produce more than 500 nos. outdoor CTs/PTs per month.

Further, capacity addition to the manufacturing facilities for Indoor CTs/PTs has been carried out during the year under review and this will double the capacity of production of Indoor CTs/ PTs enabling the Company to offer faster delivery and higher volume to the customers with better quality and aesthetic appearance.

In the current year we have plans to add 11 kV Metering Unit with 0.2S Class of accuracy, the prototype of which has been successfully tested at ERDA.

We also intend to add 33kV Metering Unit to our product range in the current year.

The above development has opened a new area of business for the company.

The prospects of Instrument Transformer Division this year looks very good and the Company should be able to achieve good growth this year also.

The Major Achievements of Instrument Transformer Division in the year are:

1) Supply of record 3500 Nos. 66kV CTs/PTs to GETCO & other Private Sector Companies.

2) Supply of 940 Nos. 11 kV CT/PT Metering Units to PGVCL.

3) Supply of 66kV CTs/PTs to Solar and Wind Power Sector through customers other than GETCO.

4) Design, Manufacturing and supply of 606 Nos. 33 kV Indoor CTs/PTs to Private Sector Company. Switchgear Division

During the year under review the Switchgear Division achieved a net sales turnover of Rs 18.03 Crores. DOL Starter sales have been very good.

We have engineered the starters to improve upon its performance and aesthetics.

We are adding new Dealers in untapped areas in our fold to increase business of switchgear.

In the current year we have plans to develop Air Break Starters.

LT Switchboard

We are expecting a good business in the current year for LT Switchboards. Few tenders are under finalization and the company is well placed to get these tenders converted into orders in its favor.

Motor and Pumps Division

During the year under review the Motor and Pumps Division has achieved a net sales of Rs 9.68 Crores.

Our plan to take the range of motors up to 250 frame for TEFC and SPDP motors has started paying dividends.

We have taken-up revamping of our Mono-block Pumps which will have cost effective design with better performance and aesthetics.

We expect to complete it in the current year for taking full advantage in the next year.

Use of Information Technology

The Company is continuously making use of Information Technology and in this direction, the SAP system has become fully operational, which was installed in the year 2010-11.

DEPOSITS

Your Company has not accepted any Deposits to which the provisions of Section 58A of the Companies Act. 1956 are applicable.

PARTICULARS OF EMPLOYEES

As required by provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 as amended the names and other particulars are not applicable.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to provisions under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, the Board of Directors hereby confirms that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed and given proper explanation relating to material departures;

2. Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates which 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 or loss of the Company for the year under review;

3. 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;

4. The annual accounts have been prepared on a going concern basis.

DIRECTORS

At the forthcoming Annual General Meeting, Mr. R.N. Amin and Dr. K.K. Thakkar retire by rotation as per the provisions of the Companies Act, 1956, and the Articles of Association of the Company, and being eligible offer themselves for reappointment.

Dr. K K Thakkar has been reappointed as Corporate Advisor for a period of one year w.e.f. 1st April, 2012 subject to approval of shareholders at the forthcoming Annual General Meeting. The Board recommends the proposed special resolution for your approval.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo are as per attached Annexure A, which forms part of this report.

COMPLIANCE CERTIFICATE

A Compliance Certificate issued by M/s J J Gandhi & Co. Practicing Company Secretaries, Vadodara, pursuant to provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, is attached to this Report Annexure B.

AUDITORS

M/s Amin Parikh & Co, Chartered Accountants, Vadodara, the existing statutory Auditors of the Company, retires at the ensuing Annual General Meeting of the Company but are eligible for reappointment. Directors recommend their re-appointment.

As per Section 217(3) of the Companies Act, 1956 the notes/ comments of Auditors referred to in the Auditors' Report are self explanatory and give complete information.

CORPORATE GOVERNANCE REPORT

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, the requirement of Corporate Governance Report is not applicable as the paid up capital of the Company is less than X 3.00 Crores.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the continuous support received from its Suppliers, Customers, Bankers and Employees during the year under review.

On behalf of the Board of Directors

Place : Mogar Rahul N. Amin

Date : 12th May, 2012 Chairman


Mar 31, 2011

To The Members of JSL Industries Limited

The Directors have pleasure in presenting FORTY FIFTH ANNUAL REPORT and Audited Accounts for the year ended on 31 st March, 2011.

FINANCIAL RESULTS (Rs. In Lacs) 2010-11 2009-10

Total Income 4729.48 3560.06

Profit before Interest and Depreciation 338.40 267.29

Less: Interest and Bank Charges 76.93 55.99

Profit before Depreciation 261.47 211.30

Less: Depreciation 43.22 24.70

Profit before Taxation 218.25 186.60

Provision for Taxation : Current Tax 47.00 56.00

Deferred Tax (26.60) (8.64)

Balance of Profit for the year 197.85 139.24

Previous Year Tax - 1.07

Balance brought forward from the previous year 54.05 63.74

Balance of Profit available for Appropriation 251.91 204.05

Less: Transferred to General Reserve 200.00 150.00

Balance of Profit carried to Balance Sheet 51.91 54.05

Dividend

Considering the need to conserve the financial resources for future growth of the business, your Directors do not recommend any dividend.

Review of Performance & Future outlook

Operations

All throughout last year, Indian Economy witnessed a very robust growth and of Engineering and Manufacturing sectors in particular. Infrastructure sectors like Power and Irrigation has shown a very good growth and this is a good sign for your Company.

The total income of the Company for the financial year under review was Rs.4729.48 lacs as against

Rs.3560.06 lacs for the previous year registering an increase of 33%. The Profit before Tax was Rs. 218.25 lacs and the Profit after Tax was Rs. 197.85 lacs for the financial year under review as against Rs. 186.60 lacs and Rs. 139.24 lacs for the previous financial year showing an increase of 17% and 42% respectively over the previous financial year.

The Company has pending orders worth Rs. 12.28 crores at the beginning of the current year i.e. 1st April, 2011.

During the year under review, your Company installed Wind Mill Turbine of capacity 225KWat Surajbhari, Dist. Kutch, Gujarat. The machine was commissioned on 30th March 2011 and it is continuously working till then. The generated electricity shall be used for captive consumption as per the agreement signed with GETCO. This will meet approximately 15% electricity demand of the Company.

Divisional Performance

Instrument Transformer Division

During the year under review, the Instrument Transformer Division has continued its growth and has achieved Sales of Rs. 14.16 crores against Rs. 9.41 crores for the previous year i.e. a growth of 50% over the last year.

The division has received orders from GETCO for 3393 Nos. of 66kV Outdoor CTs/PTs wroth Rs. 13.84 crores. The Company has also broadened the customer list by adding new customers for Indoor and Outdoor CTs/PTs.

In the direction to expand the range for keeping the pace with the industry growth and the technology, the Company has taken-up setting of the manufacturing facility of CTs/PTs up to 220 kV. The Civil work is under progress and all the Equipments/Machineries have been ordered out and the Company is expected to commission the State-of-Art facilities in the first half of the current year.

This will give a boost to the Company with respect to the market in higher capacity area.

Further, automation is being carried out in the manufacturing facilities of Indoor and Outdoor CTs/PTs to cut down the delivery time and enhancing the quality and aesthetic appearance of the product.

With the above added facilities the division is expected to achieve good performance in the current year also.

Switchgear Division

During the year under review, the Switchgear Division has achieved Sales of Rs. 18.59 crores. The division has done better in physical terms, thus increasing the quantity of Starters by 11 % over the Previous year.

In this division the manufacturing facilities are under renovation and additional machinery is being installed to enhance the capacity and with this, the division is expected to achieve higher performance in the current year. In this division the product performances and aesthetics has been improved by introducing SMC Frame and Cover.

Further, the division is working on commercial production of Sub-mersible Starters and Air Break Starters which will expand the product range and will help the division to achieve the higher sales targets.

Motor and Pump Division

During the year under review, this division has excelled by achieving Sales target of Rs. 8.99 crores as against Rs. 6.04 crores during the last year i.e. an increase of 49% over the last year.

In this division the range is expanded up to 250 Frame for TEFC and SPDP Motors. To improve the performance and aesthetics, the total revamping has been carried out for TEFC series by designing the Motors in EC Frames and manufacturing new Aluminum patterns.

The division is expected to almost double the sales in the current year by adding new customers/dealers.

By introduction of cost effective design and manufacturing process, the division will be able to become competitive in the market, thus, increasing our market share in this segment.

LT Switchboard

The division has been able to do sales of Rs. 4.91 crores which is 158% increase over the last year.

The division is housed in a new building with more manufacturing area to enhance the manufacturing facilities. The division is expected to achieve a better performance in the current year.

Use of Information Technology

The Company is continuously making use of Information Technology and in this direction, the Company has installed System Analysis And Programme Development (SAP) System which will improve the working method and will help to increase the productivity and efficiency across the Company.The SAP System is expected to be fully operational in the first half of this year.

Deposits

Your Company has not accepted any Deposits to which the provisions of Section 58A of the Companies Act, 1956 are applicable.

Particulars of Employees

As required by provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975 as amended, the names and other particulars are not applicable.

Directors' Responsibility Statement

Pursuant to provisions under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, the Board of Directors hereby confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed by the Company.

2. Appropriate accounting policies have been selected and applied them consistently and made judgments and estimates which 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 or loss of the Company for the year under review;

3. 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;

4. The annual accounts have been prepared on a 'going-concern' basis.

Directors

At the forthcoming Annual General Meeting, Mr. Y. N.Vinchurkarand Mr. P. V. Krishnan retire by rotation as per the provisions of the Companies Act, 1956, and Articles of Association of the Company, and being eligible, offer themselves for re-appointment.

Dr. K. K. Thakkar has been re-appointed as Corporate Advisor for a period of one year w.e.f. 1 st April, 2011, subject to approval of shareholders at the forthcoming Annual General Meeting. The Board recommends proposed special resolution for your approval.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo are as per Annexure A, which forms part of this report.

Auditors

M/s Amin Parikh & Co, Chartered Accountants, Vadodara, the existing Statutory Auditors of the Company, retires at the ensuing Annual General Meeting of the Company but are eligible for reappointment. Directors recommend their re-appointment.

As per the requirement of Central Government and pursuant to Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records relating to Motors every year. Subject to the approval of the Central Government, the Company has appointed Messrs Ajit Patel & Co. Cost Accountants, as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2011-12. The cost audit report for the Financial year 2009-2010 which was due to be filed with the Ministry of Corporate Affairs on September 30, 2010 was field on August 30,2010.

Corporate Governance Report

As per clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, the requirement of Corporate Governance Report is not applicable as the paid up capital of the Company is less than Rs. 3.00 crores.

Appreciation

Your Directors wish to place on record their appreciation for the excellent support received from its suppliers, customers, bankers, shareholders and employees during the year under review.

Registered Office On behalf of the Board of Directors

Mogar-388 340

Dist. Anand, (Gujarat) Rahul N. Amin

28th April, 2011 Chairman

 
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