Directors’ Report 1. The Directors present herewith their Hundred and Eighth Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2016. 2. Dividend The Directors are pleased to recommend a dividend of Rs.1/- (10%) per share for the financial year ended 31st March, 2016. 3. Operations Income for the year under review, was Rs. 8207 Lakhs as against Rs. 7538 Lakhs in the previous year. The loss before tax was Rs. 195 Lakhs as against profit before tax Rs. 104 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year. 4. Subsidiary During the year under review, the Company has incorporated a wholly owned subsidiary, in Ajman Free Trade Zone, UAE. However, to date, no investment in the shares of the subsidiary has been made. 5. 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. 6. Directors’ Responsibility Statement As required by Section 134(5) of the Companies Act, 2013, the 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, 2016, 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, 2016 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. 7. 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. 8. 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. 9. 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. 10. 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. 11. Code of Conduct (Code) for Board Members and Senior Management During the year under review, 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). 12. 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 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). 13. 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 14. Independent Directors’ Meeting During the year under review, the Independent Directors in their separate Meeting held on 17th March, 2016 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. 15. 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 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). 16. 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. A Nomination and Remuneration Policy has been posted on the website of the Company (www.josts.com). 17. 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) Stakeholders’ Relationship Committee and found the same to be satisfactory. 18. 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 19. Meetings of the Board During the year under review, five Board Meetings and four Committee Meetings were convened and held. 20. Related Party Transactions All related party transactions that were entered into during the financial year were on arm’s length basis, in the ordinary course of business and have been disclosed under Note - 37 of the notes to Financial Statements. 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. 21. 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) 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. 22. 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 Management Personnel) Rules, 2014, is annexed as ‘Annexure D’ to the Directors' Report. 23. 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. 24. 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. 25. Prevention of Sexual Harassment The Company has in place a policy on, ‘Prevention of Sexual Harassment of Women at Workplace’ (Policy), as per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal complaints Committee has been set up to redress complaints received regarding Sexual Harassment. During the year, no complaints were received by the Company related to Sexual Harassment. This policy has been posted on the website of the Company (www.josts.com). 26. Directors (i) During the year under review, Mrs. Parviz Batliwala and Mr. B. H. Reporter resigned as Director of the Company with effect from 1st October, 2015 and 9th November, 2015 respectively. The Board has placed on record its appreciation for the services rendered by Mrs. Parviz Batliwala and Mr. B. H. Reporter during their tenure as Directors. (ii) In accordance with Article 168 of the Articles of Association of the Company, Mr. Vishal Jain retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. (iii) 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. On behalf of the Board of Directors Jai Prakash Agarwal Chairman Mumbai, 19th May, 2016. |