BOARD'S REPORT TO, THE MEMBERS OF JSL INDUSTRIES LIMITED The Directors take pleasure in presenting the 49th ANNUAL REPORT together with the audited financial statements for the year ended March, 31, 2015. 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. Registered Office : Mogar - 388 340 Dist. Anand, Gujarat. CIN NO: L31100GJ1966PLC001397 On behalf of the Board of Directors For JSL Industries Limited (Rahul N. Amin) Chairman Place : Mogar Date : May 22, 2015 |