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Directors Report of Jost's Engineering Company Ltd.

Mar 31, 2018

Directors'' Report

The Directors present herewith Annual Report together with the Audited Financial Statements for the year ended 31st March, 201 8.

(Rs. Lakhs)

Year ended 31-3-2018

Previous Year ended 31-3-2017

1. FINANCIAL RESULTS

Profit/ (Loss) before Tax

177.81

(222.30)*

Less : Tax Expense:

Current Tax

29.89

-

Deferred Tax

(48.19)

-

MAT Credit Entitlement

-

-

(Excess)/Short Provision for Income tax of earlier years

(11.29)

-

Profit /(Loss) after tax

207.40

(222.30)

Balance brought forward from previous year

670.43

892.73

Amount available for appropriation

877.83

670.43

Less: Dividend paid for the previous year (including tax on dividend)

9.25

-

General Reserve

-

-

Balance carried forward

868.58

670.43

* Refer note no. 47(c) to Standalone Financial Statements.

2. DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 2/- (20%) per share for the financial year ended 31st March, 2018.

3. OPERATIONS

Income for the year under review, was Rs. 9,1 98.12 Lakhs as against Rs. 9,100.14 Lakhs in the previous year. The profit before tax was Rs. 1 77.81 Lakhs as against loss of Rs. 222.30 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current financial year 201 8-1 9.

4. PERFORMANCE OF SUBSIDIARY COMPANIES

i) The Company has incorporated during the financial year 201 5-1 6, an entity in Ajman Free Trade Zone, UAE. This entity has not commenced any business activities, to date.

ii) On April 20, 2017, the Company has acquired 6,000 (60%) Equity shares of Rs. 10/- each (value Rs. 60,000/-), in MHE Rentals India Private Limited (Subsidiary Company). The Company made further investment of Rs. 300.00 Lakhs (30 Lakhs Equity shares of Rs. 10/- each) in Subsidiary Company, during the year 2017-18. The Subsidiary Company is engaged in equipment rental business.

5. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in terms of requirement of Companies Act, 2013 and in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms and integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries / Associate Companies / Joint Ventures is given in Form AOC - 1 attached to the Financial Statements of the Company.

6. RIGHTS ISSUE

During the year, the Company has made a Rights Issue of 168223 Equity shares of Rs. 10/- each at price of Rs. 594.00 per Equity share, including premium of Rs. 584.00 per share. The Rights Issue was subscribed by 1.6 times. These shares were allotted on 26th December, 2017. Total capital raised from Rights Issue was Rs. 999.24 Lakhs. The funds raised from Rights Issue have been utilised as per objects stated in Letter of Offer dated 8th November, 201 7.

7. PROPOSED EXPANSION OF MANUFACTURING ACTIVITIES.

During the year under review, the Company has entered into an agreement for acquiring leasehold land admeasuring 12,000 square meters or thereabout, including building thereon situated at MIDC, Murbad, District Thane at a total price of Rs. 554 Lakhs. The capital expenditure (excluding cost of land) for setting up the manufacturing facility in this place, is expected to be around Rs. 6 crores which will be financed through internal accruals. It is proposed to manufacture material handling equipments such as Diesel/ Electrical Forklifts, Reach Truck, Racking System and other material handling equipments.

8. 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.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, state and confirm:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 as at 31st March, 201 8 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.

10. PARTICULARS OF EMPLOYEES

The information 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 financial year 201 7-18 was in receipt of the remuneration of Rs. 102 Lakhs or more and no employee, employed for the part of the financial year 201 7-1 8 was in receipt of remuneration of Rs. 8.50 Lakhs or more per month.

11. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 as provided under sub-section (3) of Section 92 of the Companies Act, 201 3 is annexed as Annexure "B" to the Directors'' Report.

12. 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, 201 4.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements.

14. CODE OF CONDUCT (CODE) FOR BOARD MEMBERS AND SENIOR MANAGEMENT

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).

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 1 77 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage Directors and Employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company''s operations, business performance or reputation. The Policy and the Code has been posted on the website of the Company (www. josts.com).

16. RISK MANAGEMENT POLICY

The Company has developed and implemented a Risk Management Policy in compliance with the provisions of Section 1 34 (3) (n) of the Companies Act, 201 3.

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)

17. 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). 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.

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

18. PREVENTION OF SEXUAL HARASSMENT

The Company has constituted an "Internal Complaints Committee" in compliance with the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints of Sexual Harassment were reported to the Board.

19. In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved, the following policies, namely, Policy on Preservation of Documents (Regulation 9), Policy on Determination of Materiality of Events (Regulation 30 (4) (ii)) and Archival Policy on Disclosure hosted on website of the Company (Regulation 30 (8)) duly reviewed by the Audit Committee.

All the aforesaid policies have been posted on the website of the Company (www.josts.com).

20. 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. Shailesh Sheth -Member

Mr. Jai Prakash Agarwal -Member

(ii) Nomination and Remuneration

Committee

Mr. Shailesh Sheth -Chairman

Mr. Marco Wadia -Member

Mr. F. K. Banatwalla -Member

(iii) Share Transfer and Stakeholders Relationship Committee

Mr. Shailesh Sheth -Chairman

Mr. F. K. Banatwalla -Member

Mr. Jai Prakash Agarwal -Member

21. INDEPENDENT DIRECTORS'' MEETING

During the year under review, the Independent Directors in their separate Meeting held on 3rd February, 2018 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.

22. MEETINGS OF THE BOARD

During the year under review, 6 Board Meetings and 9 Committee Meetings were convened and held.

23. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013, during the year, the Board of Directors has evaluated its own performance as well as that of individual Directors and the following Committees, namely, Audit Committee, Nomination and Remuneration Committee and Share Transfer and Stakeholders Relationship Committee and found the same to be satisfactory.

24. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 201 7-1 8, were on arm''s length basis and in the ordinary course of business. Further, during the Financial Year 2017-18, no material related party transactions under the scope of Section 188 (1) of the Companies Act, 2013 were entered into by the Company. Accordingly, the disclosure in form AOC-2 is not applicable. The related party transactions have been disclosed in the Financial Statements. All related party transactions were placed periodically, before the Audit Committee as also the Board for their Approval.

25. AUDITORS

(i) Statutory Auditors

M/s. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E) was appointed as the Statutory Auditors of the Company, at the 110th Annual General Meeting, held on 20th July, 2017,to hold office from the conclusion of the said meeting until the conclusion of the 115th Annual General Meeting, subject to ratification by the members every year. Necessary resolution for ratification of the appointment of M/s. Singhi & Co., Chartered Accountants as the Statutory Auditors is included in the Notice of the 111th Annual General Meeting.

The reports of the Statutory Auditors, M/s. Singhi & Co., Chartered Accountants, on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2018, form part of this Annual Report. The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the year ended 31st March, 2018 and there is no qualification, reservation or adverse remarks given by the Auditors in their Report.

(ii) Secretarial Auditor

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, as Secretarial Auditor, 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.

26. 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, Key Managerial Personnel and Employees as required under Section 197 (12) of the Companies Act, 201 3 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure "D" to the Directors'' Report.

27. 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. Audit observations and corrective actions taken by the Management are presented to the Audit Committee.

28. 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. However, members'' attention is drawn to the statement on ''Contingent Liabilities'' in the notes forming part of the Financial Statements.

29. DIRECTORS

(i) In accordance with Article 122 of the Articles of Association of the Company, Mrs. Shikha Jain (DIN 06778623) retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment.

(ii) The Board of Directors at their meeting held on 4th October, 2017, appointed Mr. Vishal Jain as Vice Chairman and Managing Director for a period of 3 years with effect from 4th October, 201 7, on the terms and conditions embodied in the agreement dated 26th December, 201 7, entered into between the Company and Mr. Vishal Jain.

(iii) 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.

30. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company as on 31st March, 201 8 are:

Mr. Vishal Jain -Vice Chairman and Managing Director (appointed w.e.f. 4th October, 2017).

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

Mr. Kshitiz Bilala - Chief Financial Officer (appointed w.e.f. 1st February, 2018).

During the year, the following persons ceased to be KMP:

Mr. R. R Pargaonkar, Chief Executive Officer, w.e.f. 1st October, 2017

Mr. M. G. Naik, Chief Financial Officer, w.e.f. 1st February, 2018.

31. INDIAN ACCOUNTING STANDARDS (IND-AS)

The Company adopted Indian Accounting Standards ("Ind AS") from 1st April, 2017 and accordingly the Financial Statements for the year ended 31st March, 201 8 are in compliance with Ind AS notified by Ministry of Corporate Affairs, as prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India.

On behalf of the Board of Directors

Jai Prakash Agarwal

Chairman

Mumbai, 26th May, 2018.

Annexure "A" to the Directors7 Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 (3) OF COMPANIES (ACCOUNTS) RULES, 2014

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy - Regular monitoring of all equipments and devices which consume electricity, continues to be in place in the factory. Water consumption is also monitored as regular function of maintenance Dept., though our type of business does not consume much water.

(ii) The steps taken by the Company for utilising alternate sources of energy - All lighting fixtures have been changed to LED on shop floor as well as offices.

(iii) The capital investment on energy conservation equipments - Generator, air conditioners, lighting devices have all been replaced by more energy efficient ones.

(iv) Installed new profile cutting machine in the factory resulting in reduction of consumption of energy.

(B) Technology Absorption

(i) The efforts made towards technology absorption -This is ongoing process for all our manufactured products.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Product quality improvements is at the heart of Technology upgrades.

(iii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year).

(a) The details of technology imported

Not applicable

(b) The year of import

Not applicable

(c) Whether the technology been fully absorbed

Not applicable

(d) If not fully absorbed, areas -where absorption has not taken place and the reasons thereof

Not applicable

(iv) The expenditure incurred on Research and Development - We spend around one percent of revenues on Research & Development.

(C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings

- Rs 678.79 Lakhs

Foreign Exchange Outgo

- Rs.9.16 Lakhs

On behalf of the Board of Directors

Jai Prakash Agarwal

Chairman

Mumbai, 26th May, 2018.

FORM NO.MGT-9

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018

[Pursuant to section 92(3) of the Companies Act, 201 3 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I.. REGISTRATION AND OTHER DETAILS:

i CIN

: L28100MH1907PLC000252

ii Registration Date

: 9th May, 1907

iii Name of the Company

: Jost''s Engineering Company Limited

iv Category / Sub-Category of the Company

: Company Limited by shares/Indian Non- Government Company

v Address of the Registered office and contact details

: Great Social Building, 60 Sir Phirozeshah Mehta Road, Mumbai-400001.

Tel.No.022-62378200

Fax No.022-62378201

vi) Whether listed company Yes / No :

Yes

vii) Name, Address and Contact details of : Registrar and Transfer Agent, if any

M/s. Computech Sharecap Limited 147, Mahatma Gandhi Road, 3rd Floor, Opp. Jehangir Art Gallery, Fort, Mumbai-400 001.

Tel.No.022-22635000 / 01 / 02

Fax No.022-22635005

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 1 0 % or more of the total turnover of the Company shall be stated:-

Sr. No

. Name and Description of main products / Services

NIC Code of the products / services

% to total turnover of the Company

1

Sale of Material Handling Equipments (Manufactured 67.57%, Traded goods 3.16%)

4353000

70.73

2

Sale of Traded Goods - Engineered Products

-

15.71

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name and Address of the Company

CIN / GLN

Holding / Subsidiary/ Associate

% of Shares held

Applicable Section

1.

Jostsengg Global - F. Z. E

-

Subsidiary

NIL

2 (87)

2.

MHE Rentals India Private Limited

U71290WB2016PTC218677

Subsidiary

60.24

2 (87)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

I) Category-wise Shareholding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Category of Shareholders

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

1) Indian

a) Individual/HUF

370,890

0

370,890

48.50

461,572

0

461,572

49.48

0.98

b) Central Govt.

0

0

0

0

0

0

0

0

0

c) State Govt

0

0

0

0

0

0

0

0

0

d) Bodies Corporate

0

0

0

0

0

0

0

0

0

e) Financial Institutions/Banks

0

0

0

0

0

0

0

0

0

f) Any Other(specify)

0

0

0

0

0

0

0

0

0

Subtotal (A)(1):

370,890

0

370,890

48.50

461,572

0

461,572

49.48

0.98

2) Foreign

a) NRIs Individuals

0

0

0

0

0

0

0

0

0

b) Other Individuals

0

0

0

0

0

0

0

0

0

c) Bodies Corporate

0

0

0

0

0

0

0

0

0

d) Banks/FI

0

0

0

0

0

0

0

0

0

e) Any other

0

0

0

0

0

0

0

0

0

Subtotal (A)(2):

0

0

0

0

0

0

0

0

0

Total Shareholding of Promoter (A)=(A)(1) (A)(2)

370,890

0

370,890

48.50

461,572

0

461,572

49.48

0.98

B. Public Shareholding

1) Institutions

a) Mutual Funds/UTI

0

0

0

0

0

0

0

0

0

b) Banks/FI

5

590

595

0.08

5

590

595

0.06

-0.02

c) Central Govt

0

0

0

0

0

0

0

0

0

d) State Govt

0

0

0

0

0

0

0

0

0

e) Venture Capital Funds

0

0

0

0

0

0

0

0

0

f) Insurance Companies

0

0

0

0

0

0

0

0

0

g) Flls

0

0

0

0

0

0

0

0

0

h) Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

0

i) Foreign Portfolio Investor (Corporate)

0

0

0

0

0

0

0

0

0

i) Others (specify)

0

0

0

0

0

0

0

0

0

Sub-total (B)(1):

5

590

595

0.08

5

590

595

0.06

-0.02

2) Non- Institutions

a) Bodies Corp.

i) Indian

6483

430

6913

0.90

20108

330

20438

2.19

1.29

ii) Overseas

0

0

0

0

0

0

0

0

0

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 Lakh

179,837

35,259

215,096

28.13

199,807

29,779

229,586

24.61

-3.52

ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh

165,097

0

165,097

21.59

215,974

0

215,974

23.15

1.56

c) Others ( Specify)

i. Clearing Member

0

0

0

0

0

0

0

0

0

ii. Foreign Nationals

0

30

30

0.01

0

30

30

0.01

0

iii. Non Resident Indians (Repat)

0

0

0

0

0

0

0

0

0

iv. Non Resident Indians (Non Repat)

3019

3010

6029

0.79

4548

130

4678

0.50

-0.29

v. Trust

0

0

0

0

0

0

0

0

0

Sub-total (B)(2):

354,436

38,729

393,165

51.42

440,437

30,269

470,706

50.46

-0.96

Total Public Shareholding (B)= (B) (1) (B)(2)

354,441

39,319

393,760

51.50

440,442

30,859

471,301

50.52

-0.98

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

Grand Total (A) (B) (C)

725,331

39,319

764,650

100.00

902,014

30,859

932,873

100

0

II) Shareholding of Promoters

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year

Sr. No.

Shareholder''s Name

No. of Shares

% of Total Shares of the Company

% of shares Pledged/ encumbered to total shares

No. of Shares

% of Total Shares of the Company

% of shares Pledged/ encumbered to total shares

1

Mr. Jai Prakash Agarwal

105,550

13.80

-

132,991

14.26

-

0.46

2

Mrs. Krishna Agarwal

40,000

5.23

-

48,800

5.23

0

3

Mr. Vishal Jain

92,908

12.15

-

118,215

12.67

0.52

4

Mrs. Shikha Jain

92,477

12.09

-

112,821

12.09

0

5

Mr. Rajendra Kumar Agarwal

1 7,000

2.22

-

20,740

2.22

-

0

6

Mrs. Anita Agarwal

1 7,000

2.22

-

20,740

2.22

-

0

7

M/s. J. P Agarwal & Sons HUF

5,955

0.78

-

7,265

0.78

-

0

III) Change in Promoters'' Shareholding.

Shareholding at the beginning of the year (01/04/2017)

Transaction Details

Cumulative Shareholding during the year (1st April, 2017 to 31st March, 2018)

Sr. No.

Particulars

No. of Shares

% of total shares of the Company

Date

Purchase

Sale

No. of Shares

% of total shares of the Company

1

Mr. Jai Prakash Agarwal

105550

13.80

05.01.2018

27,441

-

132,991

14.26

31.03.2018

-

-

132,991

14.26

2

Mrs. Krishna Agarwal

40,000

5.23

05.01.2018

8,800

-

48,800

5.23

31.03.2018

-

-

48,800

5.23

3

Mr. Vishal Jain

92,908

12.15

05.01.2018

25,307

-

118,215

12.67

31.03.2018

-

-

118,215

12.67

4

Mrs. Shikha Jain

92,477

12.09

05.01.2018

20,344

-

112,821

12.09

31.03.2018

-

-

112,821

12.09

5

Mr. Rajendra Kumar Agarwal

1 7,000

2.22

05.01.2018

3,740

-

20,740

2.22

31.03.2018

-

-

20,740

2.22

6

Mrs. Anita Agarwal

1 7,000

2.22

05.01.2018

3,740

-

20,740

2.22

31.03.2018

-

-

20,740

2.22

7

M/s. J. P. Agarwal & Sons (HUF)

5,955

0.78

05.01.2018

1310

-

7,265

0.78

31.03.2018

-

-

7,265

0.78

IV) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs)

Shareholding at the beginning of the year

Transaction Details

Cumulative Shareholding during the year

Sr.No.

For Each of the Top 10 Shareholders

No. of Shares

% of total shares of the Company

Date

Purchase

Sale

No. of Shares

% of total shares of the Company

1

Mr. Sharad Kanayalal Shah

56,425

7.38

05.01.18

15,369

-

71,794

7.70

2

Mr. Akshay Raheja

38,200

5.00

05.01.18

8,404

-

46,604

5.00

3

Mr. Viren Raheja

38,200

5.00

05.01.18

8,404

-

46,604

5.00

4

Mrs. Varsha Sharad Shah

21,595

2.82

05.01.18

5,880

-

27,475

2.95

5

Mr. Saraiya Bhavin Ramakant

10,677

1.40

23.06.17

-

213

10,464

1.37

05.01.18

2,530

-

12,994

1.39

12.01.18

-

48

12,946

1.39

02.02.18

-

3262

9,684

1.04

09.02.18

2,210

-

11,894

1.27

6

Ms. Jigna Kanayalal Shah

9119

1.19

05.01.18

2,484

-

11,603

1.24

7

Investor Education And Protection Fund Authority Ministry Of Corporate Affairs (Transfer of shares pursuant to Section 1 24 (6) of the Companies Act, 201 3.)

0

0

01.12.17

8,228

8,228

0.88

8

Sarita Khemka

0

0

21.04.17

1,574

-

1,574

0.21

28.04.17

831

-

2,405

0.31

05.05.17

260

-

2,665

0.35

12.05.17

100

-

2,765

0.36

19.05.17

628

-

3,393

0.44

26.05.17

401

-

3,794

0.50

02.06.17

880

-

4,674

0.61

09.06.17

700

-

5,374

0.70

15.06.17

195

-

5,569

0.73

23.06.17

750

-

6,319

0.83

05.01.18

1,386

-

7,705

0.83

9

Mr. Mustaali Mohsin Roowala

7283

0.95

7,283

0.78

10

Utsav Prmodkumar Shrivastav

0

0

16.06.17

294

-

294

0.04

23.06.17

1,000

-

1,294

0.17

29.09.17

2,492

-

3,786

0.50

27.10.17

-

112

3,674

0.48

21.11.17

20

-

3,694

0.48

05.01.18

1,000

-

4,694

0.50

30.03.18

306

-

5,000

0.54

V) Shareholding of Directors and Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No.

Shareholding of each Director and each Key Managerial Personnel

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

1.

Mr. Jai Prakash Agarwal - Director

At the beginning of the year

105,550

13.80

-

-

Right Shares on 05.01.2018

-

-

27,441

At the end of the year

-

-

132,991

14.26

2.

Mr. Vishal Jain -Vice Chairman and Managing Director

At the beginning of the year

92,908

12.15

-

-

Right Shares on 05.01.2018

-

-

25,307

At the end of the year

-

-

118,215

12.67

3.

Mr. Marco Wadia - Director

At the beginning of the year

50

0.01

-

-

Date wise Increase/ decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):

At the end of the year

-

-

50

0.01

4.

Mr. Shailesh Sheth - Director

At the beginning of the year

-

-

-

-

Date wise Increase/ decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):

At the end of the year

-

-

-

-

5.

Mr. F. K. Banatwalla - Director

At the beginning of the year

-

-

-

-

Date wise Increase/ decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):

At the end of the year

-

-

-

-

6.

Mrs. Shikha Jain - Director

At the beginning of the year

92,477

12.09

-

-

Right Shares on 05.01.2018

0

0

20,344

At the end of the year

-

-

112,821

12.09

7.

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

At the beginning of the year

-

-

-

-

Date wise Increase/ decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):

At the end of the year

-

-

-

-

8.

Mr. Kshitiz Bilala - CFO

At the beginning of the year

-

-

Date wise Increase/ decrease in Shareholding during the year specifying the reasons wfor increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):

At the end of the year

-

-

-

-

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

(Rs. in Lakhs)

Particulars

Secured loans excluding deposits

Unsecured loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

I) Principal Amount

1,326.71

-

-

1,326.71

II) Interest due but not paid

-

-

-

-

III) Interest accrued but not due

-

-

-

-

Total (l ll lll)

1,326.71

-

-

1,326.71

Change in Indebtedness during the financial year

— Addition

(305.86)

-

-

(305.86)

— Reduction

-

-

-

-

Net Change

(305.86)

-

-

(305.86)

Indebtedness at the end of the financial year

I) Principal Amount

1,020.85

-

-

1,020.85

II) Interest due but not paid

-

-

-

-

III) Interest accrued but not due

-

-

-

-

Total (l ll lll)

1,020.85

-

-

1,020.85

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration of Managing Director, Whole-time Director and / or Manager

B. Remuneration to other Directors

(Rs.)

Sr. No.

Particulars of Remuneration

Mr. Vishal Jain Vice Chairman and Managing Director (w.e.f. 4th October, 2017)

1.

Gross salary

(a) Salary as per provisions contained in section 1 7(1 ) of the Income-tax Act, 1 961

6.00

(b) Value of Perquisites u/s 17 (2) Income-tax Act, 1 961

0.00

(c) Profits in lieu of salary under section 1 7(3) Income-tax Act, 1 961

0.00

2.

Stock Option

0.00

3.

Sweat Equity

0.00

4.

Commission

0.00

As % of profit

0.00

Others, specify

0.00

5.

Others , please specify

0.00

Total (A)

6.00

Ceiling as per the Act *

* Ceiling as per Section II part II of sedule V of the Companies Act, 2013.

(Rs. in Lakhs)

Sr. No

Particulars of Remuneration

Name of Directors

1.

Independent Directors

Mr. F. K. Banatwalla

Mr. Marco Wadia

Mr. Shailesh Sheth

Total Amount

Fee for attending board / committee meetings

3.05

2.90

3.05

9.00

Commission

-

-

-

-

Others, please specify

-

-

-

-

Total (1)

3.05

2.90

3.05

9.00

2.

Other Non-Executive Directors

Mr. Jai Prakash Agarwal

Mr. Vishal Jain * (Upto 3rd October, 2017)

Mrs. Shikha Jain

Total Amount

Fee for attending board / committee meetings

3.10

2.10

0.50

5.70

Commission

-

-

-

-

Others, please specify

-

-

-

-

Total (2)

3.10

2.10

0.50

5.70

Total (B) = (1 2)

14.70

Total Managerial Remuneration

14.70

Overall Ceiling as per the Act

(1% of the net profit calculated under Section 1 98 of the Companies Act, 201 3)

C. Remuneration to Key Managerial Personnel other than MD / WTD/Manager

(Rs. in Lakhs)

Key Managerial Personnel

Sr. No

Particulars of Remuneration

CEO Mr. R. P. Pargaonkar (1/4/2017 to 30/9/2017)

Company Secretary Mr. C. B. Sagvekar (1/4/2017 to 31/03/2018)

CFO Mr. M. G. Naik (1/4/2017 to 31/01/2018)

CFO Mr. Kshitiz Bilala (1/2/2018 to 31/03/2018)

Total Amount

1.

Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

12.68

19.82

3.90

36.40

(b) Value of Perquisites u/s 17 (2) Income-tax Act, 1961

0.20

—

—

—

0.20

(c)Profits in lieu of salary under section 1 7(3) Income-tax Act, 1961

2.

Stock Option

-

-

-

-

-

3.

Sweat Equity

-

-

-

-

-

4.

Commission

-

-

-

-

-

As % of profit

-

-

-

-

-

Others, specify

-

-

-

-

-

5.

Others , please specify (Retainership Fees)

—

—

4.40

—

4.40

Total

12.88

19.82

4.40

3.90

41.00

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :

Type

Section of the Companies Act

Brief Description

Details of Penalty/ Punishment / Compounding fees imposed

Authority (RD/ NCLT/COURT)

Appeal made, if any (give details)

A. COMPANY

NONE

Penalty

Punishment

Compounding

B. DIRECTORS

NONE

Penalty

Punishment

Compounding

OTHER OFFICERS '' IN DEFAULT

NONE

Penalty

Punishment

Compounding

Annexure "C" to the Directors7 Report

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to section 204 (1) of the Companies Act, 201 3 and Rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Jost''s Engineering Company Limited

Great Social Building, 60 Sir P M Road, Fort Mumbai-400001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jost''s Engineering Company Limited CIN: L28100MH1907PLC000252 (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 (hereinafter referred to as "Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 201 3 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act,1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity shares) Regulations, 2009;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1 998 ; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) The following other laws specifically applicable to the industry to which the Company belongs and compliances of which is relied upon the representation by the management.

(a) The Factories Act, 1 948;

(b) Micro, Small And Medium Enterprises Development Act, 2006

(c) Trade Unions Act, 1926

(d) Industrial Dispute Act, 1947

(e) The Payment of Wages Act, 1 936

(f) The Minimum Wages Act, 1 948

(g) Employees'' State Insurance Act, 1 948

(h) The Employees'' Provident Funds and Misc. Provisions Act, 1952

(i) The Payment of Bonus Act, 1 965 (j) The Payment of Gratuity Act, 1 972 (k) The Environment (Protection) Act, 1 986

(I) The Contract Labour (Regulation and Abolition) Act, 1970

(m) The Apprentices Act, 1961

We have also examined compliance with the applicable clauses of the following:

(vii) Secretarial Standards issued by The Institute of Company Secretaries of India.

(viii) The Uniform Listing Agreement entered into by the Company with Bombay Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The BSE Ltd., (Mumbai Stock Exchange) had pointed out non- compliance of various regulations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, and have levied fines as follows:

Sr. No.

Regulations under SEBI (LODR) Regulations, 2015

Nature of non-compliance

Total Amount of Fine Levied (In Rs.)

1

Reg. 31 (1) Share holding Pattern

Late Submission

16,520

2

Reg. 31 (1) Share holding Pattern

Late Submission

7,080

3

Reg. 31 (1) Share holding Pattern

Late Submission

116,407

4

Reg. 31 (1) Share holding Pattern

Late Submission

28,320

5

Reg. 34 Annual Report

Late Submission

456,660

We are informed that the Company has submitted hard copies of these documents to BSE Ltd. well within the stipulated time, and Company has paid the above fine under protest and made a representation to BSE Ltd.

We further report that

The Board of directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent directors. The changes in the composition of the Board of Directors that took place during the Audit Period were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company which commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Sandeep Dar & Co.

Proprietor

FCS: 3159

C. P.No.: 1571

Place: Navi Mumbai

Date: 26th May, 2018

Annexure "D" to the Directors7 Report

Disclosure pursuant to Section 197 (1 2) of Companies Act, 201 3 and Rule 5 of Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is provided below

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2017-18 :

Name of the Directors

Nature of Directorship

Ratio

Mr. Jai Prakash Agarwal

Non-Executive Director

0.75 : 1

Mr. Marco Wadia

Non-Executive Independent Director

0.70 : 1

Mr. Shailesh Sheth

Non-Executive Independent Director

0.73 : 1

Mr. F. K. Banatwalla

Non-Executive Independent Director

0.73 : 1

Mr. Vishal Jain

Non-Executive Director (upto 3rd October, 2017) (Managing Director from 4th October, 201 7 to 31st March, 2018)

0.50 : 1

Mrs. Shikha Jain

Non-Executive Director

0.12 : 1

Notes :

1. Directors'' Remuneration includes sitting fees for attending board / committee meetings.

2. Employees for the purpose above, includes all employees excluding employees governed under collective bargaining.

3. For computing median remuneration, the employees who have worked for the complete financial year 201 7-1 8 have been considered.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, in the financial year 2017-18 :

Name

Designation

Percentage Increase in remuneration

Mr. Jai Prakash Agarwal

Non-Executive Director

40.91

Mr. Marco Wadia

Non-Executive Independent Director

26.09

Mr. Shailesh Sheth

Non-Executive Independent Director

32.61

Mr. F. K. Banatwalla

Non-Executive Independent Director

48.78

Mr. Vishal Jain

Non-Executive Director (upto 3rd October, 2017) (Managing Director from 4th October, 201 7 to 31st March, 2018)

75.00

Mrs. Shikha Jain

Non-Executive Director

-

Mr. R. R Pargaonkar*

Chief Executive Officer (upto 30th September, 201 7)

-

Mr. C. B. Sagvekar

Company Secretary

-

Mr. M. G. Naik *

Chief Financial Officer (upto 31st January, 2018)

-

Mr. Kshitiz Bilala *

Chief Financial Officer (w.e.f. 01, February, 2018)

-

Notes :1.The increase in remuneration of the directors, is mainly due to increase in sitting fees paid during the financial year 2017-18.

2. * For part of the year and therefore the percentage increase in their remuneration is not applicable.

(iii) The percentage increase in the median remuneration of employees in the financial year 2017-18: 2.24 % (iv) The number of permanent employees on the rolls of Company : 1 79 as on 31st March, 2018.

(v) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

The average percentage increase in the financial year 2017-18, in the salaries of employees other than Managerial Personnel was 12.96%. For computing average percentage increase in the salaries of the employees, the employees who have worked for the complete financial year 2016-17 and 2017-18 have been considered to make the figures comparable.

(vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company :

The remuneration is as per the Remuneration Policy of the Company.

On behalf of the Board of Directors

Jai Prakash Agarwal

Chairman

Mumbai, 26th May, 2018.

General Information to Shareholders

Attendance of Directors at Board Meetings, Committee Meetings and last Annual General Meeting

Attendance at Meetings during 2017-18

Name of the Director

Board Meetings

Committee Meetings

Last AGM

Mr. Jai Prakash Agarwal

6

8

Yes

Mr. Marco Wadia

6

7

Yes

Mr. Shailesh Sheth

5

9

Yes

Mr. F. K. Banatwalla

5

9

Yes

Mr. Vishal Jain

6

3

Yes

Mrs. Shikha Jain

2

0

Yes

Sitting Fees to Directors :

The following directors have been paid sitting fee during the year 2017-18.

Name of the Director

Sitting fees paid (Rs.)

Mr. Jai Prakash Agarwal

310,000

Mr. Marco Wadia

290,000

Mr. Shailesh Sheth

305,000

Mr. F. K. Banatwalla

305,000

Mr. Vishal Jain

210,000

Mrs. Shikha Jain

50,000

Listing :

The Company''s Equity shares have been listed on Bombay Stock Exchange. Shareholding Pattern as on 31st March, 2018.

A. Shareholding of Promoter and Promoter group

No. of Shares

%

(i) Indian

461,572

49.48

(ii) Foreign (NRI)

0

0.00

Sub-Total

461,572

49.48

B. Public Shareholding

(i) Financial Institutions/ Banks

595

0.06

(ii) Bodies Corporate (Indian)

20,438

2.19

(iii) Individuals (Indian)

445,560

47.76

(iv) Foreign Investment

a. NRI

4,678

0.50

b. Foreign National

30

0.01

c. Corporate Bodies

0

0.00

Sub-Total

471,301

50.52

GRAND TOTAL

932,873

100.00

Shares held in physical/ demat mode as on 31st March, 2018

Demat

Physical

Total

No. of Shares

902,014

30,859

932,873

%

96.69

3.31

100.00

No. of Folios

1803

217

2020


Mar 31, 2017

Directors'' Report

The Directors present herewith Annual Report together with the Audited Financial Statements for the year ended 31st March, 2017.

Year ended

Previous Year

31-3-2017

ended 31-3-2016

1. Financial Results

Rs. Lakhs

Rs. Lakhs

Profit / (Loss) before tax

(199.41)

(194.60)

Less: Provision for Income-tax

-

-

Profit / (Loss) after tax Balance brought forward

(199.41)

(194.60)

from previous year

892.50

1096.30

Amount available for appropriation Less: Appropriations

693.09

901.70

Proposed dividend

7.65

Tax on proposed dividend

1.55

General Reserve

-

-

Balance carried forward

693.09

892.50

*According to Companies (Accounting Standards) Amendment Rules, 2016, the Company has not appropriated proposed dividend of Rs. 7.65 lakhs and tax thereon of Rs. 1.60 lakhs from the statement of profit and loss for the year ended 31st March, 2017. Accordingly, the proposed dividend and tax thereon are not recognized as liability at the year end.

2. Dividend

The Directors are pleased to recommend a dividend of Re.1/- (10%) per share for the financial year ended 31st March, 2017.

3. Operations

Income for the year under review was Rs. 8335.75 Lakhs as against Rs. 8207.18 Lakhs in the previous year. The loss before tax was Rs. 199.41 Lakhs as against loss Rs. 194.60 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year.

4. The Company has incorporated in the previous year, an entity in Ajman Free Trade Zone, UAE. This entity has not commenced any business activities, to date. The Directors are evaluating the possibility of winding up the said entity.

5. Subsidiary Company

Subsequent to the end of Financial Year 2016-17, the Company has acquired 60% (6000 equity shares of Rs. 10/- each) of MHE Rentals Private Limited (MHE Rentals). As a result, MHE Rentals has become a subsidiary Company. MHE Rentals is engaged in material handling rental business.

6. 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.

7. Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, state and confirm :

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ;

(ii) 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 as at 31st March, 2017 and of the loss 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.

8. Particulars of employees

The information 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 financial year 2016-17 was in receipt of the remuneration of Rs.60 lakhs or more and no employee, employed for the part of the financial year 2016-17 was in receipt of remuneration of Rs.5 lakhs or more per month.

9. Extract of Annual Return

The extract of the Annual Return in Form 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.

10. 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.

11. 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.

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

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).

13. Vigil Mechanism / 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 Vigil Mechanism / Whistle Blower Policy to encourage Directors and Employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company''s operations, business performance or reputation. The Policy and the Code has been posted on the website of the Company (www.josts.com).

14. Risk Management Policy

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

Risk Management is an organization-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 organization, identifying potential threats to the organization 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 / Product line 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). 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.

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

16. Prevention of Sexual Harassment

The Company has constituted an "Internal Complaints Committee" in compliance with the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints of Sexual Harassment were reported to the Board.

17. In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved, the following policies, namely, Policy on Preservation of Documents (Regulation 9), Policy on Determination of Materiality of Events (Regulation 30 (4) (ii)) and Archival Policy on Disclosure hosted on website of the Company (Regulation 30 (8)) duly reviewed by the Audit Committee.

All the aforesaid policies have been posted on the website of the Company (www.josts.com).

18. 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

Mr. Jai Prakash Agarwal

- 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. F. K. Banatwalla

- Member

Mr. Jai Prakash Agarwal

- Member

19. 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

20. Independent Directors'' Meeting

During the year under review, the Independent Directors in their separate Meeting held on 13th February, 2017 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.

21. Meetings of the Board

During the year, 6 Board Meetings and 7 Committee Meetings were convened and held.

22. 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.

23. Related Party Transactions

All related party transactions that were entered into during the financial year 2016-17, were on arm''s length basis and in the ordinary course of business. Further, during the Financial Year 2016-17, no material related party transactions were entered into by the Company. Accordingly, the disclosure in Form AOC-2 is not applicable. The related party transactions have been disclosed under Note 38 to the Financial Statements.

All related party transactions were placed periodically, before the Audit Committee as also the Board for their Approval.

24. Auditors

(i) Statutory Auditors

M/s. Sorab S. Engineer & Co., Chartered Accountants (Firm Registration No.110417W), the statutory Auditors of the Company are retiring at the conclusion of this 110th Annual General Meeting. They have completed consecutive tenure of ten years (including transition period) as provided under sub-section (2) of Section 139 of the Companies Act, 2013 (the "Act").

In view of the above and on the recommendation of the Audit Committee, the Board of Directors have proposed the appointment of M/s. Singhi& Co., Chartered Accountants (Firm Registration No.302049E), as statutory Auditors of the Company for a period of 5 years, commencing from the conclusion of 110th Annual General Meeting till the conclusion of 115th Annual General Meeting, subject to ratification by members every year, as may be applicable.

M/s. Singhi & Co., Chartered Accountants, have confirmed that their appointment, if made, would be in accordance with Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014. They have further confirmed that they satisfy criteria prescribed under Section 141 of the Act.

(ii) 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.

25. 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, Key Managerial Personnel 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.

26. 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,

27. Significant and Material Orders passed by the Regulators / Courts / Tribunals

There are no significant and material orders passed by the Regulators / Courts / Tribunals that would impact the going concern status of the Company and its future operations. However, members'' attention is drawn to the statement on ''contingent liabilities'', in the notes forming part of the Financial Statements.

28. Proposed Right Issue

The Board of Directors of the Company at their meeting held on 13th February, 2017, have approved raising funds up to Rs. 10 crores, by way of issue of Equity Shares on right basis. The Committee of Directors has been appointed to determine the terms and conditions of Right Issue including the Rights entitlement ratio, the issue price, issue size, timing of the issue and other matters in consultation with Lead Managers to the Right Issue. The letter of offer will be issued after obtaining necessary approvals of the concerned authorities.

29. Directors

(i) Mrs. Shikha Jain (DIN 06778623) was appointed as an Additional Director of the Company with effect from 12th August, 2016 who holds office up to 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 along with requisite deposit from a member signifying his intention to propose the appointment of Mrs. Shikha Jain as Director of the Company.

(ii) In accordance with Article 122 of the Articles of Association of the Company, Mr. Jai Prakash Agarwal (DIN 00242232) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

(iii) 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.

(iv) Mr. B. H. Reporter, ex-Chairman of the Company, passed away on 28th February, 2017. The Board has placed on the record its appreciation of the services rendered by Mr. B. H. Reporter as Director / Chairman of the Company during the period 1953-2017.

30. Indian Accounting Standards (IND-AS)

The Ministry of Corporate affairs (MCA) vide its notification published in the official gazette dated 16th February, 2015, has notified the Company''s (Indian Accounting Standards) Rules, 2015 (IND-AS). In pursuance of this notification, the Company is required to adopt IND-AS for the accounting period beginning from 1st April, 2017.

On behalf of the Board of Directors

Jai Prakash Agarwal

Mumbai, 15th May, 2017. Chairman


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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