Jamna Auto Industries Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting the 57th Annual Report and
Audited Financial Statements of Jamna Auto Industries Limited for the financial year ended
March 31, 2023.
Financial Results-An Overview
|
Standalone |
Consolidated |
|
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
| Net Sales |
2231.83 |
1649.04 |
2325.32 |
1717.88 |
| PBDIT |
251.02 |
211.51 |
272.89 |
230.80 |
| Finance cost |
(0.16) |
1.90 |
2.49 |
2.79 |
| PBDT |
251.18 |
209.61 |
270.39 |
228.01 |
| Depreciation |
38.37 |
35.08 |
41.01 |
36.73 |
| PBT |
212.81 |
174.53 |
229.38 |
191.27 |
| Provision for current tax |
53.12 |
46.74 |
58.83 |
53.19 |
| Provision for deferred tax |
1.93 |
(2.67) |
2.18 |
(2.72) |
| PAT |
157.76 |
130.46 |
168.37 |
140.80 |
| Other Comprehensive Income |
0.18 |
0.63 |
0.28 |
0.59 |
| Total Comprehensive Income |
157.95 |
131.08 |
168.65 |
141.40 |
| Balance brought forward |
425.55 |
334.30 |
427.15 |
325.59 |
| Payment/Provision of dividend including tax |
71.73 |
39.83 |
71.73 |
39.83 |
| Retained earnings |
511.77 |
425.55 |
524.07 |
427.15 |
Operational Review
The Company continued to outperform the automobile industry with
double-digit revenue growth and maintained healthy relationships with customers. As a
result of our focused efforts, during FY 2022-23, Company's consolidated sales grew
to Rs. 2325.32 crores compared to Rs.1717.88 crores in the previous Financial year. The
consolidated PAT stood at Rs.168.37 crore as compared to Rs.140.80 crores in the previous
Financial year. During FY 2022-23, Company's performance toward its Lakshya 50XT was
broadly aligned. Members are requested to refer to Management Discussion and Analysis
section for detailed information. Jai Automotive Components Limited (JACO) is one of
wholly owned subsidiary of the Company. During the FY 2022-23, JACO's first unit at
Rudrapur,Uttrakhand,formanufacturingmachinedproductscommenced its operations in February,
2023. The Unit started commercial production of Nodo Brackets. JACO has also started
operations at second unit at Dera Bassi, Punjab in April, 2023. The Unit started
commercial production of agriculture implements i.e. rotavator & cultivator. Work has
been ongoing on a proposed factory of one of our wholly owned subsidiary i.e. Jai
Suspensions Limited (JSL) in Adityapur (Jharkhand).
Jai Suspension Systems Private Limited (JSSPL), Company's third
subsidiary, has a unit in Rudrapur, Uttrakhand, for manufacturing of conventional and
parabolic leaf springs and air suspension.
Credit Rating
The Company is in a strong financial position and has adequate
liquidity to meet its business requirements. ICRA Limited ("ICRA") has
maintained company's long term credit rating as [ICRA]AA- (pronounced ICRA double A
minus) and short term rating as [ICRA] A1+ (pronounced ICRA A one plus). ICRA has also
given ratings to company's Commercial Paper (CP) issue as [ICRA] A1+ (pronounced as
ICRA A one plus). The outlook on Long Term Rating is stable.
Material Changes and Commitments
There are no material changes affecting the financial position of the
Company after the closure of the FY 2022-23 and till the date of this report.
Subsidiaries, Joint Ventures and Associate Companies
The Company has three subsidiaries as at March 31, 2023, namely as Jai
Suspensions Limited ("Wholly-owned Subsidiary"), Jai Automotive Components
Limited ("Wholly-owned Subsidiary") and Jai Suspension Systems Private Limited
(Company's holding is 99.9985% of the equity share capital therein). There is no
change in the nature of the businesses of the subsidiary companies. Jai Suspension Systems
Private Limited is a material subsidiary of the Company effective from April 01,2023 as
per the criteria mentioned in the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and Company's policy on material
subsidiary. The transactions with Jai Suspension Systems Private Limited is material
related party transactions in terms of the Listing Regulations and as per the policy on
related party transactions. The approval of members for material related party
transactions is being sought in ensuring annual general meeting. The Policy for
determining material subsidiaries as approved by the Board of Directors can be accessed on
the Company's website at
https://www.jaispring.com/assets/investor-relation/corporate-governance/Policy-on-Material-Subsidiary.pdf.
In accordance with Section 129(3) of the Companies Act, 2013
("Act"), the Company has prepared consolidated financial statements of the
Company and all its subsidiaries, which form part of this Annual Report. Audited financial
statements together with related information and other reports of each of the subsidiary
company are available on the website of the Company at https://www.jaispring.com/annual-reports-2022-2023.html.
A statement containing salient features of the financial statements of the subsidiary
companies in Form AOC-1 is also provided in this report.
Dividend and Dividend Distribution Policy
During the FY 2022-23, the Board of Directors has declared an interim
dividend of Rs.0.80 (Rupee Eighty Paisa) per equity share of Rs.1 each. The Board of
Directors has also recommended final Dividend of Rs. 1.10 (One Rupee Ten Paisa) per equity
share of Rs.1 each for the FY 2022-23. After payment of the final dividend, the total
dividend per share for FY 2022-23 will be Rs. 1.90 (One Rupee Eighty paisa). The total
dividend payout will be 45% of PAT, in line with "Lakshya 50XT" plan. The final
dividend recommended is subject to the approval of members at the ensuing Annual General
Meeting (AGM).
The dividend distribution policy of the company is available on the
website of the Company at https://www.jaispring.com/assets/
investor-relation/corporate-governance/Dividend-Distribution-Policy.pdf.
Transfer to Reserves
During the FY 2022-23, Rs. 65 Lacs were transferred to general
reserves.
Deposits
The Company has not accepted any deposits from public during the year
under review, and as such, no amount of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act, Listing Regulations and
Articles of Association of the Company, there are 8 Board members consisting of
Independent, Executive and Non-executive Directors. The detailed information of the Board
and the Directors inter alia their composition, directorship, expertise, evaluation,
meetings held and attendance are given in the Corporate Governance Report, which forms
part of this Annual Report and annexed as Annexure-5. During the FY 2022-23, Mrs.
Rashmi Duggal (DIN: 09602912) was appointed as Non-Executive Independent Director with
effect from May 21, 2022 for initial term of 5 years and Mr. R.S. Jauhar (DIN: 00746186)
was re-appointed as Chairman and Executive Director for a term of 3 years effective from
January 01, 2023.
Pursuant to the provisions of the Act and the Articles of Association
of the Company, Mr. S.P.S. Kohli (DIN: 01643796) Executive Director will retire by
rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment. The Board recommends his re-appointment. The resolution seeking approval
of the Members for his re-appointment, forms part of Annual General Meeting (AGM) Notice.
Pursuant to the requirements under Section 134 and Section 178 of the
Companies Act, 2013, the policy on the appointment, nomination and remuneration of
Directors, Key Managerial Personnel and Senior Management is annexed as Annexure-1,
which forms part of this report and also placed on Company's website at https://www.
jaispring.com/assets/investor-relation/corporate-governance/
KMP-and-Senior-Management.pdf.
During the FY 2022 - 23 year, there was no change in the Key Managerial
Personnel of the Company.
Declaration by Independent Directors
The Company has received declarations from all Independent Directors of
the Company that they meet the criteria of independence as prescribed under Section 149 of
the Act and Listing Regulations and there has been no change in the circumstances
affecting their status as independent director of the Company. The above declarations were
placed before the Board and the Board is satisfied of the integrity, expertise and
experience including proficiency in terms of Section 150(1) of the Act of all Independent
Directors on the Board. All the Directors of the Company have confirmed, that they have
complied with the Company's code of conduct and none of the Director is disqualified
as on the date of this report.
Committees of the Board
Board of Directors of the Company has formed following committees in
terms of requirements of the Act, Listing Regulations and to improve Boards effectiveness
and efficiency. These committees enable the Board to have detail analysis and focus
attention on matter where specialized or technical discussions are required: i. Audit
Committee ii. Nomination and Remuneration Committee iii. Stakeholders Relationship
Committee iv. Corporate Social Responsibility Committee v. Risk Management Committee vi.
Compensation Committee (ESOP) vii. Borrowing Investment and Administrative Committee
Constitution of these committees is in terms of requirement of the Act and Listing
Regulations. Details of the committees are given in the Corporate Governance Report, which
forms part of this Annual Report. There was no instance where the Board did not accept the
recommendation of the Audit Committee and Nomination and Remuneration Committee.
Performance Evaluation
The annual performance evaluation of the Board of Directors as a whole
and individual Directors was conducted in accordance with the provisions of the Act and
the Listing Regulations. The Board evaluated its performance after seeking inputs from all
the Directors on the basis of criteria such as: a. Attendance and participation in
meetings b. Effectiveness in decision making c. Rendering independent and unbiased opinion
d. Open and constructive communication e. Leadership initiative and ethical conduct f.
Professional skills, problem solving and decision making g. Ability for providing
strategic direction and proper discharge of responsibility Independent Directors at their
meeting held on March 21, 2023 have done performance evaluation of the Chairman and
Non-Independent Directors.
Meetings of Board of Directors
The Board meets at least once in a quarter to review the financial
results along with other agenda items. Additional meetings of the Board of Directors are
conducted to consider significant matters, whenever required. For any business exigencies,
the resolutions are passed by circulation and later placed at the subsequent Board /
Committee Meeting for ratification/approval.
During the year under review, four meetings of the Board of Directors
of the Company were held on May 21, 2022, July 28, 2022, November 02, 2022 and February
03, 2023 respectively. The complete details about the Board's strength, attendance
and remuneration of directors are given under the Corporate Governance Report forming part
of this report.
Directors' Responsibility Statement
Pursuant to Section 134 (3) (c) of the Companies Act, 2013, the Board
of Directors, to the best of their knowledge and ability, confirm that: a) In preparation
of the annual accounts for the financial year ended March 31, 2023, the applicable
accounting standards have been followed along with proper explanation relating to material
departures. b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period.
c) The directors had 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. d) The directors had prepared the annual
accounts on a going concern basis. e) The directors had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and operating effectively. f) The directors had devised proper systems to ensure
compliance of the provisions of all applicable laws and that such systems were adequate
and operating effectively.
Auditors and their Reports a) Statutory Auditors
M/s S. R. Baltiboi & Co. LLP Chartered Accountants were appointed
as Statutory Auditors of the Company for their second term of five consecutive years,
which will expire at the ensuing 57th Annual General Meeting of the Company. The Directors
places on record their appreciation for their cooperation and support during their tenure
as statutory auditors of the Company.
In view of the above, Directors recommend that M/s. Price Waterhouse
Chartered Accountants LLP (Firm Registration No. 012754N/N500016) may be appointed as
Statutory Auditors of the Company to hold office for the term of 5 (five) consecutive
years from the conclusion of the ensuing Annual General Meeting, until the conclusion of
the 62nd Annual General Meeting of the Company. M/s. Price Waterhouse Chartered
Accountants LLP has confirmed their eligibility and willingness to act as Statutory
Auditors of the Company, if appointed. The resolution seeking approval of the Members for
appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.
012754N/N500016) as Statutory Auditors of the Company forms part of AGM Notice.
The Auditors' Report of M/s S. R. Baltiboi & Co. LLP Chartered
Accountant for FY 2022-23 is unmodified i.e. it does not contain any qualification,
reservation or adverse remark or disclaimer and is self-explanatory.
b) Secretarial Auditors
Pursuant to the provisions of section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed
M/s RSM & Co., Company Secretaries (COP NO.3666) to undertake the Secretarial Audit of
the Company for the FY 2023-24. The secretarial audit report is attached as Annexure-2
of this report. The Secretarial Audit Report for FY 2022-23 does not contain any
qualification, reservation or adverse remark or disclaimer and is self-explanatory.
c) Cost Auditor
M/s Jangira & Associates, Cost Accountants (FRN:103597) were
re-appointed as cost auditors of the Company for the FY 2023-24. As per the provisions of
the Act, the remuneration payable to the Cost Auditor is required to be placed before the
Members in a General Meeting for their ratification. Accordingly, a resolution seeking
ratification of Members for the remuneration payable to M/s Jangira & Associates, Cost
Accountants forms part of Annual General Meeting Notice.
Change in Equity Shares and ESOP
During the year, the Company issued and allotted 209000 equity shares
of Rs.1/- each, pursuant to exercise of stock options by the eligible employees under
Employee Stock Option Scheme, 2017. Accordingly the share capital has increased from
398622885 equity shares of Rs. 1/- each to 398831885 equity shares of Rs. 1/- each. There
was no change in authorized capital of the Company, during the year.
In compliance with the Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI Regulations
2021') a certificate from the Secretarial Auditors confirming implementation of the
above Scheme is obtained and is annexed as Annexure-3.
The statutory disclosures as mandated under the Act and the SEBI
Regulations 2021 are available on the Company's website www. jaispring.com.
The Company has not issued any sweat equity shares or equity shares
with differential voting rights hence there is no information required to be furnished in
terms of provisions of Rule 4(4) and Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014.
Transfer of amount to Investor Education and Protection Fund
Pursuant to provisions of Section 124(6) of the Act and Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016, the amount of dividend entitlements that remained unclaimed for seven consecutive
years or more and corresponding shares thereof were transferred by the Company to Investor
Education and Protection Fund (IEPF). The details of dividends and shares which were
transferred to IEPF during the year and the future due dates for the transfer of unclaimed
and unpaid dividends to the IEPF have been provided under the Corporate Governance section
at Annexure-5. A detailed list of shareholders whose dividend or shares have been
transferred to IEPF is also available at the website of the Company https://www.
jaispring.com/unclaimed-dividend.html.
Business Responsibility and Sustainability Report (BRSR)
SEBI, vide its circular dated May 10, 2021, has introduced new
reporting requirement on ESG (Environment, Social and Governance) parameters called
Business Responsibility and Sustainability Report (BRSR). BRSR is mandatory for top 1,000
listed companies (by market capitalization) from FY 2022-23 and is intended towards having
quantitative and standardized disclosures on ESG parameters. Business Responsibility and
Sustainability Report in terms of the provisions of Regulation 34 of Listing Regulations
forms integral part of this report and annexed as Annexure-4.
Management Discussion & Analysis
Management Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 of SEBI Listing Regulations, is presented in a separate
section forming part of the Annual Report.
Corporate Governance
The Management attaches importance to observe the principles of
corporate governance in its work. Pursuant to Regulation 34 of the Listing Regulations, a
separate report on compliance with corporate governance conditions and the auditor's
certificate thereon forms an integral part of this report as Annexure-5. The
Auditor's certificate on Corporate Governance Report of the Company does not contain
any qualification or remark.
Web Link of Annual Return
The Company has a functional and updated website at www.jaipsring. com.
The annual return of the Company under the Companies Act, 2013 is also published on
Company's website https://www.jaispring. com/annual-return.html
Particulars of Employees
In terms of provisions of Section 197(12) of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures
pertaining to remuneration and other details are given at Annexure-6 and forms an
integral part of this report.
As per the provisions of Section 136(1) of the Companies Act, 2013, the
Annual Report and the Accounts are being sent to all the members of the Company, excluding
the information required under Section 197(12) of the Companies Act, 2013 read with Rule
5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. Any member interested in obtaining such information may write to the Company
Secretary at the Registered Office. The said information is also available for inspection
at the Registered Office during working hours up to the date of the ensuing Annual General
Meeting.
Corporate Social Responsibility (CSR)
The Company emphasizes corporate social responsibility activities that
promote healthcare, including preventive healthcare, community service, promotion of
education, environmental protection, promotion of sports and community outreach.
Company's CSR policy and details of its corporate social responsibility activities
are available on the Company's website at https://www.jaispring. com/csr.html. The
annual report on CSR activities carried out by the company during the year under review is
attached as Annexure – 7 of this report, which constitutes an integral part of
this report.
Particulars of Loans, Guarantees or Investments
Details of loans, guarantees and investments covered by the provisions
of Section 186 of the Companies Act, 2013 are set out in the notes to the Financial
Statements.
Energy Conservation, Technology Absorption & Foreign Exchange
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be disclosed under Section
134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are provided as Annexure
– 8 and forms an integral part of this report.
Risk Management Policy
The management has an ongoing approach to risk management, i.e.
identifying, analyzing, mitigating or reducing risks and implementing an effective risk
management framework for this purpose. The Risk Management Committee of the Board of
Directors has formulated a risk management policy for the company. The policy is designed
to review risks on a regular basis and provides a risk management framework for the timely
and effective monitoring and implementation of risk mitigation measures. Risk management
policy is governed and overseen by the Risk Management Committee and is available on the
Company's website at https://www.jaispring.com/assets/investor-relation/corporate-governance/RISK-MANAGEMENT-POLICY.pdf
One of the major objectives of the Company's 5 year plan namely "Lakshya
50XT" is to de-risk the Company from cyclical CV market and product.
Internal Financial Control
The Company has in place appropriate internal financial controls,
systems and procedures to safeguard its assets, prevent and detect fraud and errors,
ensure accuracy and completeness of accounting records and timely preparation of reliable
financial information.
M/s Protiviti Risk & Business Consulting is the Company's
internal auditor. Internal auditors independently assess the adequacy of internal
controls, procedures and concurrently audit majority of the transactions in value terms.
The internal auditor's report is submitted to the Audit Committee.
Vigil Mechanism / Whistle Blower
The Company has adopted a Whistle Blower Policy establishing vigil
mechanism to deal with any fraud, irregularities or mismanagement within the company.
Policy allows directors and employees to write directly to the chair of the audit
committee to report any fraud, irregularities, or mismanagement. The policy ensures that
concerns received are handled with confidentiality and without discrimination or harm to
any whistleblower. There was no complaint received under vigil mechanism during the year
under review. The Whistleblower Policy is available at the website of the Company at
https://www. jaispring.com/assets/investor-relation/corporate-governance/
Whistle-Blower-Mechanism.pdf
Related-Party Transactions
Details of related party transactions entered into by the Company
during FY 2022-23 are provided in financial statements in accordance with applicable
Accounting Standards. All contracts/arrangements/ transactions with related parties were
done on an arm's length basis, in the ordinary course of business and in compliance
with applicable provisions of the Act and Listing Regulations. Approval of the Audit
Committee was obtained for related party transactions. Transactions, which were repetitive
in nature were got approved through omnibus route. Details of the material related party
transactions entered into by the Company in FY 2022-23 are set out in AOC-2 form in Annexure
9 to this report. Approval of the members is being sought for entering into material
related party transactions with a subsidiary company i.e. Jai Suspension Systems Private
Limited in terms of regulation 23(4) of Listing Regulations and Section 188 of the Act.
Company's policy on Related Party Transactions is available at the Company's
website at https://www.jaispring.com/assets/
investor-relation/corporate-governance/Policy-on-Related-Party-Transaction.pdf
Transactions with person or entity belonging to the promoter/ promoter group holding 10%
or more shareholding in the Company are provided in the Financial Statements.
IPR
Company's Trademark ‘JAI' is registered in 15 countries
across the world. During the year under review Company has applied for getting ‘Well
Known' status of its Trademark. Company is copyright holder of about 120 designs of
its products. During the year under review the Company has applied for copyright
registration of 20 new designs. Company holds one patent of its product "Air
Suspension System". During the year under review, the Company has applied for getting
another Patent of its product "Air Suspension System for Trailer".
Disclosure for Compliance with Secretarial Standards
The Company is in compliance with the Secretarial Standard-1 (Meetings
of Board of Directors) and Secretarial Standard-2 (General Meetings) issued by the
Institute of Company Secretaries of India.
Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has constituted a committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year
under review, no complaint under that Act was received. The Company's Sexual
Harassment Policy is available on its website at https://www.jaispring.com/
assets/investor-relation/corporate-governance/Sexual%20 Harrasment%20Policy.pdf.
Details in respect of fraud reported by auditors under section 143(12)
of the Act other than those which are reportable to the central government
No fraud has been reported by auditors under section 143(12) of the Act
other than those which are reportable to the Central Government during the financial year
2022-23.
Appreciation
The board of directors expresses its heartfelt thanks and appreciation
to employees at all levels for their hard work, solidarity, cooperation and dedication
over the past year. The Board expresses its gratitude to customers, shareholders,
suppliers, bankers, business partners, regulators and government agencies for their
continued support.
|
For and on behalf of the Board of Directors |
| Place: New Delhi |
Randeep Singh Jauhar |
| Date: May 29, 2023 |
Chairman & Executive Director |
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