To the Members
Your Directors have pleasure in presenting the 33rdAnnual Report alongwith theCompany's audited financial statements for the financial year ended March 31 and itssubsidiaries has been referred to wherever required.
Rs. In Lakhs
|Particulars ||Standalone || ||Consolidated |
| ||2018-19 ||2017-18 ||2018-19 |
|Revenue from operations (Net) ||85493.16 ||86026.09 ||85493.16 |
|Total expenditure ||85204.41 ||86649.91 ||85208.15 |
|Other Income ||978.24 ||1436.01 ||978.24 |
|Profit before interest depreciation amortizationand tax ||4465.93 ||3460.12 ||4462.19 |
|Finance cost ||1605.60 ||1098.36 ||1605.60 |
|Profit before depreciation amortization and tax ||2860.33 ||2361.76 ||2856.59 |
|Depreciation and amortization ||1593.34 ||1549.57 ||1593.34 |
|Profit/(loss) before tax ||1266.99 ||812.19 ||1263.25 |
|Tax expenses (net) ||112.75 ||(255.65) ||112.75 |
|Profit/(loss) after tax ||1154.24 ||1067.84 ||1150.50 |
|Other comprehensive income/(loss) ||(35.88) ||23.55 ||(35.88) |
|Total Other comprehensive income/(loss) for the year ||1118.36 ||1091.39 ||1114.62 |
*Consolidated Figures not provided for the financial year subsidiary Company
The revenue for the year ended March 31 2019 was Rs. 85493.16 Lakhs as compared therevenue of Rs.86026.09 Lakhs during the previous year. Profit before tax has shown anincrease of 56% from Rs. 812.19 Lakhs in FY 2017-18 to Rs. 1266.99 Lakhs in FY 2018-19.Your Company's Profit after Tax increased by 8.09% from Rs. 1067.84 Lakhs in FY 2017-18to Rs. 1154.24 Lakhs in FY 2018-19. Earnings before Interest Depreciation and Taxes(EBIDTA) margins increased by 29.07% in FY 2018- 19 as compared to FY 2017-18. Theoperational performance of the Company has been comprehensively covered in the ManagementDiscussion and Analysis Report.
During the year under review the Company has incorporated a subsidiary named as ApoyoInternational PTE. LTD. at Singapore and did not have any business operations during the Astatement containing the salient features of the financial statement of the subsidiary inthe Form AOC-1 is attached with the financial statement of the Company as per therequirement of Section Companies Act 2013 as ANNEXURE I and forms an integral part ofthis report.
Consolidated Financial Statements
Pursuant to Section 129(3) of the Company and its subsidiary is prepared in accordancewith the relevant Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014 forms part of this Annual Report.
The Board has recommended a dividend of Rs. 3.00 per share (Previous Year Rs. 3.00 pershare) having face value of equity shares of Rs. 10.00 each for the financial year endedMarch 31 2019. The dividend if approved by the Members at the ensuing Annual GeneralMeeting shall absorb a sum of Rs. 139.76 Lakhs including dividend distribution tax of Rs.23.83 Lakhs.
TRANSFER TO RESERVE
The Company has not proposed any amount to be transferred to the General Reserve.
CHANGE IN NATURE OF BUSINESS
During Financial Year 2018-19 there was no change in the nature of Company's business.
The Company has not issued any equity shares or equityshareswithdifferentialvotingrights hence the information required to be furnished in terms of provision of Rule 4(4)and Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 is notapplicable.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review your Company has transferredunpaid/unclaimeddividendamountingto
Rs. 2.40 Lakhs for FY 2010-11 to the Investor Education and Protection Fund (IEPF)Authority of the Central Government of India. As on March 31 2019 total shares lying inthe demat account of IEPF Authority was 43512.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report is annexed as ANNEXURE II and forms anintegral part of this report and gives details of the overall industry structure economicdevelopments performance and state of affairs of your Company's business in Indiaalongwith risk management systems and other material developments during the financialyear under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the following changes took place in the Board of yourCompany : i) Mr. Bharat Bhushan Chadha Independent Non Executive Director has resignedfrom the Board and its committee due to health reason w.e.f. May 262018. ii) Mr. Shiv RajSingh was no longer associated with Board w.e.f April 012018 due to his sad demise. iii)Mr. Ashok Panjwani and Mr. Balraj Bhanot were re-appointed as Independent Non for a secondterm of 5 (five) w.e.f. April 1 2019. iv) Mr. Suresh Kumar Vijayvergia resigned as ChiefFinancial Officer of the Company w.e.f. April 01 2018 and in his place Mr. LalitChoudhary was appointed as Chief Financial Officer of the Company w.e.f. May 1 2018.
Director Retire by Rotation
Mrs. Vandana Minda Director retire by rotationat the ensuing Annual General Meetingoffer herself for re-appointment.
Re-appointment of Mr. Jaideo Prasad Minda
Re-appointed Mr. Jaideo Prasad Minda as Whole-time Director designated as ExecutiveChairman. Remuneration TheBoardofDirectorsonthe recommendationof the Nomination Committeehas recommended their re-appointment.
The brief resume of Mrs. Vandana Minda and Mr. Jaideo Prasad Minda is provided in theNotice of the ensuring AnnualGeneralMeetingoftheCompany.Therequisiteresolutionpertainingto the re-appointment appears as the respective items of the Notice along with theexplanatory statement and is recommended to the Members for approval. There is nootherchangeintheCompositionof the Board of Director and Key Managerial Personnel duringthe Financial Year 2018-19.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the Company as on March 31 2019 are Mr. Jaideo Prasad MindaExecutive Chairman Mr. Ashwani Minda Managing Director & Chief Executive OfficerMr. Lalit Choudhary Chief Financial Officer and Mr. Amit Kithania Sr. Manager Finance& Company Secretary.
Declaration from Independent Directors
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Regulation 16(1)(b)read with Regulation 25 of the Listing Regulations. During the year Independent Directorsof the Company had no pecuniary relationship or transactions with the Company other thansitting fees and reimbursement of expenses incurred by them for the purpose of attendingmeetings of the Board of Directors and Committee (s). The details of remuneration and/orother benefits of the Independent Directors are mentioned in the Corporate GovernanceReport.
Four (4) meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report of this AnnualReport.
Committees of the Board
The Company has the following committees which have been established as a partgovernance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.
1. Audit Committee
2. Nominationand Committee Remuneration
3. Corporate Social Responsibility Committee
4. Stakeholders' Relationship Committee.
5. Share Transfer Committee
The details of terms of reference of the Committees Committee membership andattendance at meetings of the Committees are provided in the Corporate Governance report.
Policy on Director's appointment and remuneration
The policy of the Company on Directors' appointment and remuneration available on thewebsite (www.jpmgroup.co.in) of qualificationspositive the Company .
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 134 of the Act whichis to the best of their knowledge and belief and according to the information andexplanations a) that in the preparation of the annual accounts for the financialapplicable accounting standards have been adhered along with proper explanation relatingto material departures; b) that appropriate accounting policies have been considered andapplied consistently and judgments and estimates that are reasonable and prudent have beenmade so as to give a true and fair view of the state of affairs as at March 31 2019 andof the profit and loss of your Company for the financial year ended March 31 2019; c)that proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of your Companyandforpreventingand irregularities; detectingfraudandother d) thatthe annual accounts for the financial year ended March 312019 have been prepared on agoing concern basis; e) that the directors have laid down Internal Financial Controlswhich were followed by the Company and that such Internal Financial Controls are adequateand were operating effectively; and f) that the directors have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.
EXTRACT OF ANNUAL RETURN
In terms of Sections 92(2) and 134(3)(a) of the Act and rules made thereunder extractsof Annual Return in Form MGT 9 is annexed as ANNEXURE III and form integral part of thisreport.
AUDITORS AND AUDITORS' REPORT
M/s. S S Kothari Mehta & Co. Chartered Accountants were appointed as Auditors ofthe Company for a term of 5 (five) consecutive years at the Annual General Meeting heldon September 29 2017. They have confirmed that they are not disqualified from continuingas Auditors of the Company. The Auditors' Report to the Members for the year under reviewdoes not contain any qualification reservation or adverse remark.
M/s. RSM & Co. Company Secretaries were appointed to conduct secretarial audit ofyour Company for the Financial Year 2018-19. The Secretarial Audit Report for thefinancial year ended March 31 2019 is annexed as ANNEXURE IV and form integral part ofthis report.
Further Secretarial Auditors has pointed out certain remarks and boards of director'sreply thereon is as under : The Foreign promoter of the Company is holding 1004645Equity Shares of Rs.10/- each fully paid up in the Share Capital of the Company. Howeverthese shares are yet to be dematerialized and some of the other promoters holding shares2758 equity shares of Rs. 10/- each fully paid-up in the Share Capital of the Company.However these shares are yet to be dematerialized which is in noncompliance of Regulation31 of SEBI (Listing ObligationandDisclosure Requirement) 2015 (LODR).
The Company had made request to all the shareholders including Promoter(s) and PromoterGroup through notice of last 32nd Annual General Meeting for dematerialization of theirsshares held in physical mode. Further request to all shareholders including Promoter(s)and Promoter Group is being made in the notice of ensuing Annual General Meeting which isbeing The promoter's Shareholding upto the extent of 53.70% has already beendematerialized and balance 46.30 % shares are yet to be dematerialized. The management hasbeen following up with the promoter(s) and promoter group to get their sharesdematerialized to make the company compliant as per LODR.
The board took the note of the other observation made by the Auditor for whichnecessary action has already been taken.
ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS statements have beenprepared in accordance with Ind-AS notified under the Companies Thefinancial (IndianAccounting Standards) Rules 2015.
During the year under review your Company has neither invited nor accepted anydeposits from
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company to maintain ethical moral and legal business conduct have formulatedVigil Mechanism/ Whistle Blower Policy which provides a framework for dealing with genuineconcerns & grievances. During financial year 2018-19 no complaints were received. TheVigil Mechanism/Whistle Blower Policy of the Company is available on the Company'swebsitehttp://jpmgroup.co.in/jay ushin.htm. Pursuant to provisions of Section 143(12) ofthe Companies Act 2013 the Statutory Auditors or Secretarial Auditor have not reportedany incident of fraud to the Audit Committee or the Board.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant material orders were passed by the Regulators or Courts or Tribunalsimpacting the going concernstatusandCompany'soperationsinfuture.
INTERNAL FINANCIAL CONTROLS
The adequacy of Internal Financial Controls is discussed in Management Discussion andAnalysis as stipulated under the Listing Regulations with the Stock
LOANS GUARANTEES OR INVESTMENTS
The Company has not granted any loans or provided any guarantees or security to theparties covered under Section 185 of the Act. The CompanyhascompliedwiththeprovisionsofSection186 of the Act in respect of investments made orloans or guarantee or security provided to the parties covered under Section 186
RELATED PARTIES TRANSACTIONS
During entered into by your Company the Act were in with relatedpartiesunderSection theordinary course of business and on an arm's length basis.
Related Party Transactions entered into pursuant to omnibus approval so granted areplaced before the Audit Committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions.
The Board of Directors of the Company has on the recommendation of the Audit Committeeadopted a policy to regulate transactions between the CompanyanditsRelatedPartiesincompliance with the applicable provisions of the Companies Act 2013 the Rules framedthereunder and the Listing Agreement. This policy as considered and approved by the Boardhas been uploaded on the website of the Company at http://jpmgroup.co.in/jay ushin.htm.
The details of related party transactionsof the Company in Form No. AOC-2 in terms ofSection 134 of the Act is annexed as ANNEXURE V and form integral part of this report.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments that affect the financial positionsubsequent to the dateoffinancialstatement.
ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
A formal evaluation of the performance of the Board it's Committees the Chairman andthe individual Directors was carried out for financial year 2018-19. The Board undertookthe process of evaluation through discussions and made an oral assessment led by theChairman of the Nomination Remuneration Committee of its functioning as collective body.In additionthere were opportunitiesfor Committees to interact for Independent Directorsto interact amongst themselves and for each Independent Director to interact with theChairman in assisting the Board functioningof the Company in pursuit of itsrealisingitsrole strategicsupervision the purpose and goals.
While the Board evaluated its performance against the parameters laid down by theNomination & Remuneration Committee the evaluation of individual Directors wascarried out anonymously in order were orally placed beforetoensureobjectivity.Reportsonfunctioning the Board by the Committee Chairman.
Appropriate procedures for risk assessment minimization and optimization have beenlaid down by the Company with systems in place for mitigating risk arising from externalor internal factors. A well-defined Risk Management Process is followed by the Companywhich integrates with business operations for identification categorization andprioritization of various risks. The Company takes adequate insurance coverage and adopt aForeign Exchange Risk Management Policy to mitigate risks owing to external factors orthose beyond the Company's control as part of its cost control measures.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertakenbytheCompanyonCSRactivitiesduring the year are set out inANNEXURE-VI of this report in the format prescribed in the Companies (Corporate SocialResponsibility Policy) Rules 2014. For other details regarding the CSR Committee pleaserefer to the Corporate Governance Report which is a part of this report. The policy isavailable on http://jpmgroup.co.in/jay ushin.htm.
During the year your company has complied with the applicable Secretarial Standardsissued by the Institute of Companies Secretaries of India.
The Equity Shares of your Company are listed on the BSE Limited.
PERSONNEL contribution made by all employeesYourDirectorsplaceonrecordtheirappreciation who through their competence dedication hardwork co-operation and support have enabled the Company to cross new milestones on acontinual basis.
As on March 31 2019 486 number of employees on the records of your Company as against492 in the previous financial year.
PARTICULARS OF EMPLOYEES
The statement of disclosure of Remuneration under Section 197(12) of the Companies Act2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014(Rules') is annexed as ANNEXURE VII and form integral part ofthis report. Further there were no employee covered under the limit as specified in rule5(2) of the Rules during the
Exchange Earnings and Outgo Conservation of
The information under Section134(3) (m) of the Companies Act 2013 read with Rule 8 ofThe Companies (Accounts) Rules 2014 is annexed as ANNEXURE-VIII and forms an integralpart of this Report.
CRISIL Limited has assigned the Long Term Ratings and for Short Term Ratings at CRISILA3 (Downgraded from A3+').
As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company together confirmingcompliance is annexed as ANNEXURE-IX and forms an integral part of this Report.
INSIDER TRADING CODE
The Company has instituted a comprehensive code of conduct in compliance with the SEBIregulations on prevention of insider trading. The code lays down guidelines which adviseon procedures to be followed and disclosures to be made while dealing in shares of theCompany and cautions consequences of non-compliances.
Your Company has adopted a Policy under the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The Company hascomplied with provisions relating to the constitution of Internal Complaints Committeeunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. There was no complaint about sexual harassment during the year under review.
The Company has adopted a Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The Internal Complaints Committee has been setup to redress complaints received regardingsexual harassment. No Complaint was received during the year in this regard.
The Directors acknowledge the dedicated service of the employees of the Company duringthe year. They would also like to place on record their appreciation for the continuedco-operation and support received by the Company duringtheyearfrombankersfinancialinstitutions Government authorities business partners andother stakeholders. Your Directors also take this opportunity to place on record theirgratitude for timely and valuable assistance and support received from Joint venturepartner i.e. U-shin Ltd. Japan.
For and on behalf of the Board
Jay Ushin Limited
Place: Gurugram Jaideo Prasad Minda
Date: August 14 2019 Chairman DIN: 00045623