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
Mar 31, 2010
Your Directors have pleasure in presenting the FORTYFOURTH ANNUAL REPORT and Audited Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS (Rs. In Lacs)
2009-10 2008-09
Total Income 3556.49 3088.41
Profit before Interest and Depreciation 267.29 204.57
Less : Interest and Bank Charges 55.99 91.85
Profit before Depreciation 211.30 112.72
Less: Depreciation 24.70 16.98
Profit before Taxation 186.60 95.74
Provision for Taxation : Current Tax 56.00 34.00
Deferred Tax (8.64) 0.22
Previous Year Tax 1.07 0.00
Balance of Profit for the year 140.31 61.52
Balance brought forward from the previous year 63.74 202.22
Balance of Profit available for Appropriation 204.05 263.74
Less : Transferred to General Reserve 150.00 200.00
Balance of Profit carried to Balance Sheet 54.05 63.74
REVIEW OF PERFORMANCE
The Sales and Other Income during the financial year under review was Rs.3556 lacs as against Rs.3088 lacs for the previous year registering an increase of 15%. The Profit before Tax was Rs.187 lacs and the Profit after Tax was Rs.140 lacs for the financial year under review as against Rs.96 lacs and Rs.62 lacs respectively for the previous financial year.
During the year under review, there is improved demand in Industrial Sector and Agricultural Sector and in particular fromElectricity Boards and hence sales of Instrument Transformer, LT. Switchboard, Switchgears, Motors have increased.
Due to various cost control measures taken and reduction in input cost, the Company could increase the profit margin.
The Company has pending orders worth Rs.591 lacs at the beginning of the current year i.e. 1st April, 2010.
PUBLIC DEPOSITS
Your Company has not accepted any deposits fromPublic during the year.
DIVIDEND
To conserve the funds for future growth, your Directors have thought it advisable not to recommend any dividend for the year under review.
DIRECTOR'S RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIESACT, 1956.
The Directors confirm that:-
i) In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.
ii) Such accounting policies have been selected and consistently applied 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, 2010 and of the profit of the Company for the year ended on that date.
iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) Annual accounts have been prepared on a 'going concern' basis.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Dr. Kirit K. Thakkar and Mr. Rahul N. Amin Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.
Dr. Kirit K. Thakkar has been reappointed as ÃCorporate Advisorà for a period of one yearw.e.f. 1st April, 2010 subject to approval of shareholders. The Directors recommend the special resolution proposed for approval.
COMPLIANCECERTIFICATE
Compliance certificate issued by M/s. J. J. Gandhi & Co., Practicing Company Secretaries, Vadodara pursuant to the provisions of Section 383-A of the Companies Act, 1956 is attached to this Directors' Report. Annexure- A.
AUDITORS
The Shareholders of the Company are requested to re-appoint Statutory Auditors of the Company at the ensuing Annual General Meeting to hold office from the conclusion of the said meeting until conclusion of the next Annual General Meeting. M/s. Amin Parikh & Co., Chartered Accountants, Vadodara, the existing Auditors have under Section 224(1B) of the Companies Act, 1956 furnished certificate of their eligibility for re-appointment.
CONSEVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required as per Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors') Rules, 1988 has been given in Annexure -B, which form a part of this report.
CORPORATEGOVERNANCEREPORT
As per Clause 49 of the Listing Agreement with 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 (Rupees Three Crores only).
APPRECIATION
Your Directors place on record their appreciation for the excellent support the Company has received from its Suppliers, Customers, Bankers and Employees during the year under review.
Registered Office :- On behalf of the Board of Directors
Mogar à 388 340
Tal. & Dist.Anand, (Gujarat) Rahul N. Amin
29 April, 2010 Chairman