Jash Engineering Ltd
Directors Reports
To,
The Members of
JASH ENGINEERING LIMITED
Your Directors have pleasure in presenting the 49 Directors' Report of
your Company together with the Audited Statement of
Accounts and the Auditors' Report of your company for the financial
year ended 31 March, 2023.
1. FINANCIAL HIGHLIGHTS
The financial statements of the Company are in accordance with the
Indian Accounting Standard IND AS and as per the provision of Section 133 of the Companies
Act, 2013 (the 'Act') read with Companies (Accounts) Rules, 2014 and amendments thereof.
The standalone and consolidated financial highlights of the Company for the financial year
ended
March 31 , 2023 are summarized below:
(Rs in Lacs)
|
Standalone |
|
Consolidated |
|
|
|
|
2022-23 |
2021-22 |
Particulars |
2022-23 |
2021-22 |
|
|
Total Income |
28097.32 |
26447.83 |
41520.77 |
37361.93 |
| Expenditure other than nancial |
|
|
|
|
| charges and depreciation |
21770.33 |
22198.03 |
33813.67 |
32073.86 |
| Gross Pro t before Interest, |
|
|
|
|
|
6326.99 |
4249.80 |
7707.1 |
5288.07 |
| Depreciation & Taxes |
|
|
|
|
| Less: Interest & Financial Charges |
955.61 |
826.33 |
993.06 |
860.94 |
| Less: Depreciation |
695.69 |
646.33 |
1064.68 |
969.16 |
| Less: Earlier years adjustments |
- |
- |
- |
- |
Net profit before tax for the year |
4675.69 |
2777.14 |
5649.36 |
3457.97 |
|
594.67 |
301.17 |
479.24 |
240.15 |
Provisions for tax |
|
|
|
|
Net Pro t after Tax |
4081.02 |
2475.97 |
5170.12 |
3217.82 |
| Add : Other Comprehensive |
|
|
|
|
|
(59.91) |
10.95 |
312.49 |
2.68 |
Income |
|
|
|
|
Total Comprehensive Income |
4021.11 |
2486.92 |
5482.61 |
3220.50 |
No. of Equity Shares |
12029958 |
11941328 |
12029958 |
11941328 |
Equity Shares held In ESOP Trust |
- |
- |
- |
- |
Earnings Per Share* |
34.15 |
20.84 |
43.27 |
27.09 |
Diluted EPS |
33.61 |
20.54 |
42.58 |
26.70 |
*EPS has been derived based on weighted average number of shares
2. STATE OF AFFAIRS OF THE COMPANY: A. BUSINESS ACTIVITIES OF THE
COMPANY
Your company is involved in the business of design and manufacture of a
wide range of equipment for Water Intake Systems, Water and Waste Water Pumping Stations
and Treatment Plants, Storm Water Pumping Stations, Water Transmission Lines, Power,
Steel, Cement, Paper & Pulp, Petrochemicals, Chemical, Fertilizers and other process
plants.These equipment are Water control gates, Mechanized screening systems, Screening
conveying and washing systems, Knife gate valves, Water hammer control valves, Energy
dissipating valves, Archimedes screw pumps, Micro hydro turbines, Clari ers, Clari
occulators, Flash Mixers, Degriters, Aerators, Thickeners, Gravity Decanters, Trickling
Filters, Digester Mixers, DAF Units , Bulk Solid handling valves, Disc Filters and Air
Vessels.
Your company offers a single stop solution under one roof including
Design, Casting, Machining, Fabrication, Assembly & Testing and provides the most
varied range of these products in largest possible sizes. To ensure this, the company is
continuously investing in its manufacturing capability as well as in development of new
products & technologies either on its
The company is a market leader in India for most of the products that
it manufactures and is also among the first 5 in the world in the Water control gates
business. Various brands belonging to the company and its subsidiaries are approved and
registered in most of the countries and this ensures availability of wide export market
for the company. Over 50% of company revenue comes from sales outside India and the
company aims to increase this to nearly 65% in next 2 years' time so as to become a truly
Indian Multinational company with majority of revenue coming from outside India.
B. YEAR IN RETROSPECT
(I) STANDALONE PERFORMANCE
In the financial year 2022-23, the company achieved significant growth
in its consolidated income as well as pro t. The consolidated total income of the company
for the year at Rs. 41,520.77 lacs (Rs. 4,152.07 million) shows a growth of approximately
11.13 % over the previous year total income of Rs. 37,361.93 lacs (Rs. 3,736.19 million).
The consolidated net profit of the Company for the year is Rs. 5,170.12 lacs (Rs. 517.01
million) as compared to previous year net profit of Rs. 3217.82 lacs (Rs. 321.78 million),
showing a robust growth of approximately 60.67% over the previous year. In the FY 2022-23,
the US subsidiary has also achieved significant profits as compared to last financial
year. Continuous increase in pro tability of US subsidiary will boost the net profits at
the consolidated level in the coming years.
In the financial year 2022-23, the company achieved moderate growth in
its standalone total income. The standalone total income of the Company for the year at
Rs. 28,097.32 lacs (Rs. 2,809.73 million) shows a growth of approximately 6.24% over the
previous year total income of Rs. 26,447.83 lacs (Rs. 2,644.78 million). The standalone
net profit of the Company for the year is Rs. 4,081.02 lacs (Rs. 408.10 million) as
compared to previous year net profit of Rs. 2,475.97 lacs (Rs. 247.59 million), showing a
significant growth of approximately 64.82% over the previous year.
The standalone domestic revenue and other income of the Company for the
year at Rs. 17,627.28 lacs (Rs. 1,762.73million) shows a growth of 5% over the previous
year revenue and other income of Rs. 16,757.22 lacs (Rs. 1,675.72 million). The standalone
export revenue and other income of the Company during the year at Rs. 10506.56 lacs
(Rs.1050.65 million) as compared to previous year revenue and other income of Rs. 9,690.61
lacs (Rs.969.06 million) shows an increase of 8.4 % over the previous year.
(II) SUBSIDIARIES PERFORMANCE
a) SHIVPAD ENGINEERS PVT. LTD., INDIA
Shivpad Engineers Pvt. Ltd. is a wholly owned subsidiary of the
Company, operating in Ambattur Industrial Estate, Chennai 600058. Tamilnadu, India. It is
engaged in Design, Manufacture and Supply of treatment process equipment for Water
Treatment, Waste Water Treatment and Sewage Treatment Plants and also Chemical process
Industry equipment related to solid - liquid separation viz., Milk of Lime preparation
plant equipment, Multi-deck Clari ers, Rake & Screw Classi ers and other ancillary
business.
In the financial year 2022-23, the company achieved growth in its
turnover accompanied with significant improvement in pro t. The total income of the
Company for the year at Rs. 2,718.80 lacs (Rs. 271.88 million) shows a growth of
approximately 15.03% over the previous year total income of Rs. 2,363.54 lacs (Rs. 236.35
million). The net profit of the Company for the year was Rs. 498.06 lacs (Rs. 49.80
million) as compared to previous year net profit of Rs. 406.33 lacs (Rs. 40.63 million),
showing a growth of approximately 22.57% over the previous year.
b) JASH USA INC. / RODNEY HUNT INC., USA
JASH USA INC DBA Rodney Hunt is a wholly owned subsidiary of the
Company, operating in Houston, Texas 77036, USA with its manufacturing facility in Orange,
Massachusetts. It is engaged in manufacturing wide range of water control gates and
equipment for Water Intake Systems, Water and Waste Water Pumping Stations and Treatment
Plants, Storm Water Pumping Stations, Water Transmission Lines and for various industries.
In the financial year 2022-23, the company achieved significant growth
in its turnover accompanied with significant improvement in pro t. The total income of the
Company for the year at USD 20.36 million (equivalent to Rs. 16,739.17 lacs / Rs. 1673.91
million) showed a growth of approximately 14.51% over the previous year total income of
USD 17.78 million (equivalent to Rs. 14,620.96 lacs / Rs. 1,462.09 million). The net
profit of the Company for the year was USD 1.04 million (equivalent to Rs. 859.16 lacs /
Rs 85.91 million) as compared to previous year net profit of USD 0.63 million (equivalent
to Rs. 523.13 lacs / Rs. 52.31 million) showing an increase of approximately 65.08% over
the previous year pro t.
Becoming pro table augers well for the company since it will help sway
the skeptical buyers who were reluctant to place their orders on the company previously
due to its poor financial situation. Also once the company has crossed revenue of USD 20
million it will now be considered amongst the major player in Water control gates business
in North America and the clients will not be easily swayed by competitors giving negative
opinion about the stability of the company.
c) ENGINEERING & MANUFACTURING JASH LIMITED, HONGKONG
Engineering & Manufacturing JASH Limited, is a wholly owned
marketing subsidiary of the Company operating in Tsimshatsui, Kowloon, Hong Kong. It is
engaged in marketing of Screening and Screening conveying equipment manufactured under
E&M Jash Brand, a well-established and approved brand with DSD, Hongkong. The company
has no employees and its products are made using Mahr Maschinenbau technology while
manufacturing is done in Jash Engineering facility at SEZ Pithampur.
In the financial year 2022-23, the company has reported pro t. The
total income of the Company for the year was HKD 1,19,603 (equivalent to Rs. 12.52 lacs /
Rs. 1.25 million) as against the previous year total income of HKD 111,827 (equivalent to
Rs. 11.71 lacs / Rs. 1.17 million). The net profit of the Company for the year was HKD
39,857 (equivalent to Rs. 4.17 lacs / Rs. 0.41 million) as compared to previous year net
loss of HKD -77,207 (equivalent to Rs. -8.08 lacs / Rs. -0.80 million).
d) MAHR MASCHINENBAU Ges.m.b.H, AUSTRIA
Mahr Maschinenbau Ges.m.b.H, is a wholly owned subsidiary of the
Company operating in Hagenbrunn, Austria. It is now engaged in development of new
technology for Screening and Screenings handling equipment and all its manufacturing
activities have been closed down.
In the financial year 2022-23, the company achieved moderate growth in
its turnover accompanied with slight reduction in losses. The total income of the Company
for the year was EURO 20,000 (equivalent to Rs. 17.92 lacs / Rs. 1.79 million) as against
the previous year total income of EURO 12,568 (equivalent to Rs. 11.26 lacs / Rs. 1.12
million). The net loss of the Company for the year was Euro 108,082.16 (equivalent to Rs.
96.85 lacs / Rs. 9.68 million) as compared to previous year net Loss of Euro 120,408
(equivalent to Rs. 107.89 lacs / Rs. 10.78 million).
(iii) NEW ACTIVITIES & DEVELOPMENTS
Construction of a new floor in head office building was also started in
Jan 2023 and will be ready by end September 2023. Once completed this would accommodate
about 40 people in design and marketing and ensure that for next 5 years there would be no
need for any additional office space.
Construction of a new SS Products assembly plant of approx. 28,000
square feet was started in Unit-2 of Jash Engineering Ltd. in November 2022 and this is
expected to be ready for commissioning by end of September 2023.
Improvements in machinery and infrastructure was also carried out in
Unit 1, Unit 2 and Unit 3 at Indore and at US facility in Orange to improve ef ciency and
output and reduce outsourcing.
3. PROSPECTS FOR YEAR 2023-24 A. DOMESTIC MARKET SITUATION
In recent years, there has been a growing focus on environmental
sustainability. As a result, governments around the world, including India, have
introduced stringent regulations on waste water treatment to ensure that municipal
corporations comply with the standards for wastewater discharge. These regulations specify
the permissible limits for various parameters such as chemical oxygen demand (COD), total
dissolved solids (TDS), total suspended solids (TSS), and biological oxygen demand (BOD)
in industrial wastewater.
Indian Government's continuous focus to provide quality water to every
household, high water demand from population explosion and various industries and
stringent regulations on wastewater treatment are projected to further propel the
expansion of India water and wastewater treatment market which is expected to grow at a
CAGR of 10%. Major growth drivers include increasing stringent regulations such as the
zero liquid discharge regulation and increased focus on treatment of sewage prior to
release into water bodies.
_
By 2030, India's water demand will be two times greater than
availability, signifying catastrophic water scarcity in the country. Long-term demand for
reuse of waste water is predicted to increase due to the scarcity of water for industrial
and residential use.
To address these issues, government is developing comprehensive water
and wastewater treatment infrastructure. Several government schemes like the Atal Mission
for Rejuvenation and Urban Transformation, the National Mission for Clean
Ganga, the Jal Jeevan Mission, and Community Drinking Water Schemes
contribute to the expansion of the Indian water and wastewater treatment business.
B. INTERNATIONAL MARKET SITUATION
Demand for water and wastewater treatment is driven by the rapid
industrialization and urbanisation of cities around the world along with the increasing
need for clean water. Growing awareness of health risks, negative environmental impact and
incidence of serious diseases is likely to have a positive impact on the global market for
residential as well as industrial water treatment equipment. Moreover, strict
manufacturing standards for treated water are expected to promote further expansion of the
residential water treatment equipment market. The growing demand for fresh water around
the world, particularly in countries such as South Africa, Russia, India, China, and
Brazil, is another factor driving demand for water treatment equipment.
According to the global strategic business report, the global water and
wastewater treatment equipment market size was valued at US$ 61.6 billion in 2022 and is
expected to expand at a compound annual growth rate (CAGR) of 4.5% from 2023 to 2030 with
an estimated growth to US$81.7 billion by 2030.
C. SALES GROWTH STANDALONE
(i) JASH ENGINEERING LIMITED, INDIA
The total order book position of the Company as on 1st August 2023
(Orders in hand as on 1st April 2023 plus orders received till 31st July 2023 less sales
effected till 31st July end 2023) is Rs. 44,576 lacs (Rs. 4457.6 million). Adding orders
received from Rodney Hunt, USA and E&M Jash, Hongkong for manufacturing of their
products in India, the total order book position becomes Rs. 54,686 lacs (Rs. 5468.6
million). Further orders worth Rs. 1,618 lacs (Rs. 161.8 million) are already negotiated
and expected to be received within next two months.
On the basis of the sales achieved till 31st July 2023 of approx. Rs.
5,825 lacs (Rs. 582.5 million), the current order book position and expected order in ow,
we are looking at overall year on year growth of above 21% in the year 2023-24.
(ii) SHIVPAD ENGINEERS PVT. LTD., INDIA
The total order book position of the Company as on 1st August 2023
(Orders in hand as on 1st April 2023 plus orders received till 31st July 2023 less sales
effected till 31st July end 2023) is Rs. 1,675 lacs (Rs. 167.5 million). Further orders
worth Rs. 969 lacs (Rs. 96.9 million) are already negotiated and expected to be received
within next two months.
On the basis of the sales achieved till 31st July 2023 of Rs. 180 lacs
(Rs.18 million), the current order book position and expected order in ow, we are looking
at overall year on year growth between 5% to 10% in the year 2023-24.
(iii) JASH USA INC. / RODNEY HUNT INC., USA
The total order book position of the Company as on 1st August 2023
(Orders in hand as on 1st April 2023 plus orders received till 31st July 2023 less sales
effected till 31st July end 2023) is US$ 44.25 million (Rs. 36,660 lacs / Rs. 3,666
million). Further orders worth approx. US$ 1.24 million (Rs. 1,031 lacs / Rs. 103.1
million) are already negotiated and expected to be received within next two months.
On the basis of the sales achieved till 31st July 2023 of approx. US$
4.68 million (Rs. 3,880 lacs / Rs.388 million), the current order book position and
expected order in ow, we are conservatively looking at overall year on year growth between
16 % to 17 % in the year 2023-24.
(iv) ENGINEERING & MANUFACTURING JASH LIMITED, HONGKONG:
No major business activities are carried out at this company.
(v) MAHR MASCHINENBAU Ges.m.b.H, AUSTRIA:
No major business activities are carried out at this company.
D. SALES GROWTH CONSOLIDATED
The consolidated order book position of the Company as on 1st August
2023 (Orders in hand as on 1st April 2023 plus orders received till 31st July 2023 less
sales effected till 31st July end 2023) is Rs. 82,911 lacs (Rs. 8,291.1 million). Further
orders worth Rs. 3,600 lacs (Rs. 360 million) are already negotiated and expected to be
received within next two months.
On the basis of the sales achieved till 31st July 2023 of approx. Rs.
9,072 lacs (Rs.907.2 million), the current order book position and expected order in ow,
we are looking at overall year on year growth of about 20 % in the year 2023-24 on
consolidated basis.
4. FUTURE OUTLOOK & PLANS
A. RODNEY HUNT , USA
This year Rodney Hunt is expected to breach USD 25 million revenue and
be reckoned as one of the leading company in water control gates business in USA. The
company has nally been able to secure financing options from two banks in USA and will
freeze one of the option by the end of 2023. The company also expects to secure bonding in
this year. All this would significantly change its ability to secure larger orders and
become the biggest player in this business in north America.
Manpower wise the company is well positioned today and with induction
of few more people will be all set to take bigger and better projects. The company plans
to establish its second US manufacturing facility in US at Pearland near Houston, Texas.
The land for this facility is already acquired and plans for this facility will be
prepared by end of 2023. After getting due approvals, the construction of the plant is
expected to start sometime in 2024 and the plant will be commissioned in mid 2025.
B. WATERFRONT FLUID CONTROLS LTD., UK
The company has entered into a de nitive agreement with Waterfront
Fluid Controls Ltd., UK to acquire 80% of its stock. The process of legal , financial and
tax due diligence is on and shall be completed by end of September 2023. Thereafter the
process of acquiring the 80% stake will be started and the entire process will be over by
January 2024.
Waterfront presently sells products sourced from Jash as well as
products made by itself and sourced from others. Jash products contribute upto 30% to its
revenue. Upon acquisition of Waterfront we plan to invest in new facilities at Waterfront
to enable it manufacture Stainless steel gates for short delivery requirement at its
Glasgow facility. We will follow the same format of business on which we operate Rodney
Hunt ie produce long term delivery orders in India and short term delivery orders in UK so
as to secure most of the orders. All the design and engineering for most of the products
will be done in India and only design engineering for HDPE products will be done in
Glasgow.
C. CAPITAL INVESTMENT
Major capital investment is already undergoing in Unit 2 and is at an
advanced stage of completion. This comprise of making a new plant of about 28,000 sq. feet
for assembly of Stainless steel products where current range of screening products and the
new product range of Invent products will be manufactured. A cricket turf along with a
restaurant is also under construction at Unit 2 which will be given out on lease for
operation and the amount derived from the lease will be used for employee engagement
activities. The employees will also be able to use the cricket turf facilities for free
and get a discount at the restaurant attached with the cricket facility. All these will be
commissioned in end September 2023 and will entail and investment of about Rs. 600 lacs (
Rs. 60 million ) in FY 2023-24.
Only minor capital investments amounting to not more than Rs. 300 lacs
( Rs. 30 million ) is required to be done in Unit 1, 3 and 4 with a view to improve plant
output and ef ciency. This includes adding of a floor at the headoffice for expanding the
design office and also accommodate the people of Jash Invent team.
Work on new plant and office for Shivpad has been started in August
2023 on a 2 acres plot which was already bought in FY 2022-23. This plant of approx.
45,000 sq feet with an office of about 10,000 sq. feet will be built to manufacture
fabricated products of Shivpad. The total investment on the entire facility is expected to
be around Rs. 1700 lacs ( Rs. 170 million ) out of which Rs.750 lacs (Rs.75 million ).
This facility will be commissioned by mid 2024.
D. NEW PRODUCT ADDITION / DEVELOPMENT
The company has a policy of adding new products every year with a view
to improve its product portfolio and maintain its leadership position in India. Last year
the company brought few products to commercial production stage and will work on
establishing these products in the Indian market in the current financial year. Details of
new products under development is given hereunder -
(I) DISC FILTERS NEW DESIGN :
Work on indigenous development of Filter panels for Disc lters of the
old design which are currently imported and are a major cost element in a Disc Filter
machine is at an advance stage. We expect to have locally manufactured lter panels by
early September 2023. With this we will achieve over 95% indegenisation enabling us to
become competitive in the Indian market.
However on the basis of feedback given by Jash to Invent, Invent has
now done initial design development on reducing the head loss and increasing the
throughput of machine by 40-60%. This new version of the machine will be entirely
developed in India. The first prototype of the machine will be developed by end of 2023 /
early 2024 and we expect to take this design in to commercial production by mid 2024. If
this machine stands good to its designed parameters then this will make us reasonably
competitive and also open up the possibility that Invent would switch over to this design
and rely on the company to supply this new version to Invent for its requirement.
(ii) BLADDER TYPE AIR VESSELS:
The company has decided to develop Bladder type air vessel to enhance
its portfolio of water hammer control products. With this development the company would be
able to offer 3 different solutions for water hammer control comprising of Zero Velocity
& Air Cushion valves, Air vessels and Bladder type Air vessels.
The company has received the first order for bladder type air vessel
for the city of Varanasi and the same will be manufactured by November 2023. Successful
execution of this order will enable the company to enter into this product segment and
achieve potential business of over Rs. 500 lacs ( Rs. 50 million ) in the coming years.
(iii) AGITATORS AND MIXERS
The agreement with Invent for a 50-50% JV company was signed in
February 2023 and a new company, Jash Invent Pvt. Ltd., India will be formed by September
2023. The products will be made by Jash Engineering Ltd. and marketed and sold by the JV
company.
A road show to introduce these products in India was arranged in
mid-April 2023 wherein clients in Delhi, Surat, Chennai, Bangalore, Mumbai were visited by
Jash and Invent marketing team. Based on the feedback received from them we are expecting
good response to these products when these are made indigenously in a cost effective
manner.
A new team to help in manufacturing and marketing of these products
will be formed and put in place by December 2023. Indigenous production of these products
is expected to be commenced by mid 2024.
5. OCCUPATION HEALTH & SAFETY (OH&S):
Your company involved in an initiative which results to positive
engagement of personnel on the plant at every level with regard to safety, two key areas
of focus were identified, namely facility Management for the employees and Equipment,
Tools & Material Management. The Facility management initiative was implemented to
ensure adequate welfare facilities for labor such as washrooms with bathing facilities,
rest rooms, availability of drinking water etc. The Equipment, Tools & Material
Management Program ensured that the tools used by them were safe. The process of screening
was aligned with the Company's objectives to ensure 'Zero Harm'. The Company has complied
with all applicable environmental and labor laws.
6. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY:
st
As on 31 March, 2023 your Company having following companies wholly
owned subsidiaries. Further, your company is not a subsidiary, associate or joint venture
of any other company during the period under review: -
S. No. |
Name of the Company |
Status as on 1st April,
2022 |
Any change in status |
Status as on 31st March,
2023 |
1 |
Shivpad Engineers Pvt. Ltd. |
Wholly Owned Subsidiary |
- |
Wholly Owned Subsidiary |
2 |
Jash USA Inc. USA |
Wholly Owned Subsidiary |
- |
Wholly Owned Subsidiary |
|
- Rodney Hunt Inc. USA (SDS of
Jash USA Inc. USA) |
|
|
|
3 |
Mahr Maschinenbau Ges. mbH |
Wholly Owned Subsidiary |
- |
Wholly Owned Subsidiary |
| 4 |
Engineering and Manufacturing |
Wholly Owned Subsidiary |
- |
Wholly Owned Subsidiary |
Pursuant to the provisions of Section 129(3) of the Companies Act,
2013, your Company has prepared Consolidated Financial Statements of your Company which is
forming part of this Annual Report. Further, a Statement containing salient features of
financial information of the wholly owned subsidiaries is disclosed in the prescribed
format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure-A.
In accordance with Section 129(3) of the Act and Indian Accounting
Standard (IND As)-110 on Consolidated Financial Reporting, the Company has prepared its
Consolidated Financial Statement along with all its subsidiaries, in the same form and
manner, as that of the Company, which shall be laid before its ensuing AGM along with its
Standalone Financial Statement. The Consolidated Financial Statements of the Company along
with its subsidiaries, for the year ended 31st March, 2023, forms part of this Annual
Report.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the Audited Financial Statements, the Consolidated Financial Statements and the
related information of the Company and the Audited Accounts of the Subsidiary Company, are
available on our website i.e. www.jashindia.com
7. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis forms an integral part of this
report and is annexed as Annexure- B which gives details of the overall industry
structure, economic developments, performance and state of affairs of the Company's
various businesses.
8. DIVIDEND:
Board of Directors of the Company, on its meeting held on 23.05.2023
recommended, subject to approval of shareholders, a nal dividend of 60% on Face Value of
fully paid up Shares i.e. Rs. 6.00 per fully paid-up equity share of Rs. 10/- each (which
th
includes Rs. 2.00 per share as a special dividend as company is
celebrating its 50 anniversary this year), aggregating to Rs. 7,21,79,748/- (Rs. Seven
Crore Twenty-One Lacs Seventy-Nine Thousand Seven Hundred Forty-Eight Only) as nal
dividend for the financial year 2022-23.
9. SHARE CAPITAL:
During the year under review, there were changes in the Paid-up share
capital of the Company due to allotment of 88,630 Equity shares to the eligible employee
of Company, under "Jash Engineering Employee Stock Option Scheme 2019" (JASH
ESOP Scheme 2019). The brief details of paid up Equity Share Capital of the Company on
year end are as follows:
Particulars |
As at 31st |
March 2022 |
Increase in Paid up Share
Capital |
As at 31st |
March 2023 |
|
Number of Shares |
(Rs.) |
Number of Shares |
(Rs.) |
Number of Shares |
(Rs.) |
Paid up Equity Share Capital
of Rs. 10 each |
1,19,41,328 |
11,94,13,280/- |
88,630 |
8,86,300/- |
1,20,29,958 |
12,02,99,580/- |
10. TRANSFER TO RESERVES:
st
For the Financial year ended 31 March, 2023, Your Company has not
transferred any amount to General Reserve out of profit available for appropriation.
11. BOARD OF DIRECTORS
A. COMPOSITION OF BOARD OF DIRECTOR AND KEY MANAGERIAL PERSONNEL
In compliance with the provisions of Sections 149, 152 read with
Schedule IV and all other applicable provisions of the Companies Act, 2013 and the
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modi cation(s) or reenactment thereof for the time being in force) and SEBI
(LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel
are as follows: -
Sr. No. |
Name of the Director |
DIN |
Designation |
1. |
Mr. Pratik Patel |
00780920 |
Chairman & Managing Director |
2. |
Mr. Suresh Patel |
00012072 |
Executive Director |
3. |
Mr. Axel Schutte |
02591276 |
Non-Executive Director |
4. |
Mr. Brij Mohan Maheshwari |
00022080 |
Independent Director |
| 5. |
Mr. Rahul Patel* |
09201061 |
Non-Executive Director |
| 6. |
Ms. Sunita Kishnani |
06924681 |
Independent Director |
| 7. |
Mr. Durgalal Tuljaram Manwani |
07114081 |
Independent Director |
| 8. |
Mr. Vishwapati Trivedi |
00158435 |
Independent Director |
| 9. |
Mr. Sunil Kumar Choksi** |
00155078 |
Independent Director |
*During the year under review Mr. Rahul Patel appointed as
Non-Executive Director of the Company with effect from 14th November, 2022. ** During the
year under review Mr. Sunil Kumar Choksi ceased to be as Independent Director of the
Company with effect from 24th August, 2022.
B. BOARD INDEPENDENCE
Our de nition of 'Independence' of Directors or Regulation is derived
from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies
Act, 2013. The Company comprised total 8 directors as on 31 March 2023 in the Board out of
them the following directors are independent directors;
1. Mr. Durgalal Tuljaram Manwani
2. Mr. Brij Mohan Maheshwari
3. Ms. Sunita Kishnani
4. Mr. Vishwapati Trivedi
C. DECLARATION AND RE-APPOINTMENT OF INDEPENDENT DIRECTORS
All the Independent Directors have given their declaration of
Independence stating that they meet the criteria of independence as prescribed under
section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that
all the independent directors fulfill the criteria as laid down under the Companies Act,
2013 and the SEBI (LODR) Regulations, 2015 during the year 2022-23. Further, as per
provisions of the Companies Act, 2013, Independent Directors were appointed for a term of
5 ( ve) consecutive years and shall be eligible for re-appointment on ending of respective
term by passing of a special resolution by the Company and shall not be liable to retire
by rotation.
In accordance with the present term of following Independent Director
which is being ended on 12.08.2023 and the Board considered and approved the reappointment
for next 2 yrs. w.e.f. 13 August 2023 through circular resolution approved by the majority
of directors on 08.08.2023, subject to approval of the shareholders in 49 Annual General
Meeting of the company.
1. Mr. Vishwapati Trivedi
D. DIRECTORS LIABLE TO RETIRE BY ROTATAION SEEKING RE-APPOINTMENT
Mr. Axel Schutte (DIN: 02591276) Directors of the company are liable to
retire by rotation at the ensuing annual general meeting and being eligible offers
themselves for re-appointment. Your directors recommend passing necessary resolution as
proposed in the Item No. 3 of the Notice.
The Company also consists of the following Key Managerial Personnel:
| 1. Mr. Dharmendra Jain |
CFO |
| 2. Mr. Tushar Kharpade |
Company Secretary |
E. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. During the year under review Mr. Rahul Patel is being appointed as
Non-Executive Director of the Company with effect from 14 November, 2022.
2. During the year under review Mr. Sunil Kumar Choksi ceased to be as
Independent Director of the Company with effect from 24th August, 2022.
12. MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on
Company/business policy and strategy apart from other Board business. Six meetings of the
Board were held during the year under review. For details of meetings of the Board, please
refer to the Corporate Governance Report, which is a part of this report.
13. COMMITTEES OF THE BOARD
Your Company has constituted the Committee(s) as mandated under the
provisions of the Act and Listing Regulations.
Currently, there are Six committees of the Board, namely:
· Audit Committee
· Nomination and Remuneration Committee
· Stakeholders' Relationship Committee:
· Corporate Social Responsibility Committee
· Executive & Borrowing Committee
· Risk Management Committee
The details of Board Committees are prescribed in Corporate Governance
Report is annexed as Annexure-C of Board Report.
14. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT, REMUNERATION AND BOARD
EVALUATION
The Policy of the Company on Directors' appointment and remuneration
including criteria for determining quali cations, positive attributes, independence of a
Director and other matters provided under section 178(3), is annexed with the Report as
Annexure-D and is uploaded on company's website www.jashindia.com
15. BOARD EVALUATION
Our Company has conducted an Annual Performance Evaluation for all
Board Members as well as the working of the Board and its Committees. This evaluation was
led with specific focus on performance and effective functioning of the Board. The Board
evaluation framework has been designed in compliance with the requirements under the
Companies Act, 2013 and the Listing Regulations. In a separate meeting of Independent
Directors, performance of Non-Independent Directors, performance of the Board as a whole
was evaluated, taking into account the views of the Executive Directors and Non-Executive
Directors. The same was discussed in the Board Meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its committees and
individual Directors was also discussed.
The following are some of the broad issues that are considered in
performance evaluation:
· Evaluation of the Board was based on criteria such as
composition and role of the Board, Board communication and relationships, functioning of
Board Committees, review of performance of Executive Directors, succession planning,
strategic planning etc.
· Evaluation of Committees was based on criteria such as
adequate independence of each Committee, frequency of meetings and time allocated for
discussions at meetings, functioning of Board Committees and effectiveness of its
advice/recommendation to the Board etc.
· Evaluation of Directors was based on criteria such as
participation and contribution in Board and Committee meetings, representation of
shareholders interest and enhancing shareholding value, experience and expertise to
provide feedback and guidance to top management on business strategy, governance, risk and
understanding of the organization's strategy etc.
The outcome of the Board Evaluation for the financial year 2022-23 was
discussed by the Board and on the basis of such discussion Board analysis the result of
actions taken by Board for improving Board effectiveness based on feedback received in the
previous year. Further, the Board also noted areas on which Board requires more focus for
the future Board ef ciency.
CODE OF CONDUCT:
Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed
companies to lay down a Code of Conduct for its directors and senior management,
incorporating duties of directors as laid down in the Companies Act, 2013. The Company has
adopted a Code of Conduct for all Directors and Senior Management of the Company and same
has been hosted on the website of the company www.jashindia.com
16. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, con rm that:
a. In the preparation of the annual accounts for the year ended March
31 , 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
b. The Directors have 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 as at March 31 , 2023
and of the profit of the Company for the year ended on that date;
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. The Directors have prepared the annual accounts on a 'going concern'
basis;
e. The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
17. INTERNAL CONTROL
Given the nature of business and size of operations, Your Company's
Internal Control System has been designed to provide for:
· Accurate recording of transactions with internal checks and
prompt reporting.
· Adherence to applicable Accounting Standards and Policies.
· Compliance with applicable statutes, policies and management
policies and procedures.
· Effective use of resources and safeguarding of assets.
The Internal Control System provides for well documented
policies/guidelines, authorizations and approval procedures. Your Company, through its
Internal Auditors M/s. Mahesh C Solanki & Co, Chartered Accountants, engaged as
Internal auditors for the financial year 2022-23 carried out periodic audits at all
locations and functions based on the plan approved by the Audit Committee and brought out
any deviation to Internal Control procedures. The observations arising out of the audit
are periodically reviewed and compliance ensured.
The summary of the Internal Audit observations and status of
implementation are submitted to the Audit Committee. The status of implementation of the
recommendations is reviewed by the Audit Committee on a regular basis and concerns, if
any, are reported to the Board.
Your Company, as per the requirement of the Section 143 (3) (i) has
carried out extensive testing of the internal financial controls in the Company which has
also been duly audited by the Statutory Auditors of the Company and which have been found
to be adequate and satisfactory.
18. CORPORATE GOVERNANCE REPORT:
Your company continues to place greater emphasis on managing its
affairs with diligence, transparency, responsibility and accountability and is committed
to adopting and adhering to best corporate governance practices.
The Company has a strong legacy of fair, transparent and ethical
governance practices and it is believed that good Corporate Governance is essential for
achieving long term corporate goals and to enhance stakeholders' value. Your Company
implements Corporate Governance through robust board governance processes, internal
control systems and processes, and strong audit mechanisms. However, the provisions of
Regulation 15 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015
providing a separate report on corporate governance under Regulation 34(3) read with para
C of Schedule V are set out in the Annexure C to this report.
19. AUDITOR AND AUDITOR'S REPORT:
STATUTORY AUDITOR:
M/s Deloitte Haskins & Sells LLP, Chartered Accountants (FRN:
117366W/W-100018) as Statutory Auditors of the Company, having in compliance with the
provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, been appointed as the Statutory Auditors of the Company by the
Shareholders of the Company at their Annual General Meeting held on 23rd September 2022,
for a period of 5 consecutive years, so as to hold office as statutory auditor till the
conclusion of the 53rd Annual General Meeting, continue as the Auditors of the Company.
The report of the M/s Deloitte Haskins & Sells LLP, Chartered
Accountants (FRN: 117366W/W-100018) as Statutory Auditors on Standalone & Consolidated
Financial Statements for the FY 2022-23 forms part of the Annual Report which are
self-explanatory and do not call for any further comment and the said report does not
contain any quali cation, reservation, disclaimer or adverse remark and they has not
reported any incident of fraud pursuant to the provision of Section 143(12) of the Act,
accordingly, no such details are required to be reported under Section 134(3)(ca) of the
Act.
SECRETARIAL AUDITOR:
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 Mr. Ankit Joshi, Practicing Company Secretary, (ACS 50124 and COP
NO. 18660) Indore to conduct Secretarial Audit of the Company. The Report of the
Secretarial Audit in Form MR-3 for the financial year ended March 31 , 2023 is enclosed as
Annexure-E to Board Report.
The Secretarial Audit Report for the year 2022-23 is self-explanatory
except the following comments made and the management submits their comments:
Pursuant to section 135 of the Companies Act 2013 read with applicable
rules & also read with noti cation issued by MCA dated 22nd January 2021, the Company
was required to spend CSR Contribution of Rs. 58.79 lacs during the financial year
2022-23, however the Company has spent Rs. 54.80 lacs before 31st March 2023 on eligible
activities. Further as per explanation received from management the balance unspent amount
of Rs. 3.99 lacs will be transferred to a fund specified in Schedule VII, within a period
of six months from the end of the financial year i.e. 30th September 2023.
Response: The company has contributed Rs.54.80 lacs during the year
towards CSR initiatives and Rs. 3.99 to be transferred under schedule VII within in six
months from the end of the FY 2022-23. In compliance of section 135 of the Companies Act
company is obligated to transfer of Rs. 3.99 lacs to any fund included in schedule VII of
the act within 6 months from the end of the financial year.
COST AUDITOR:
Pursuant to the provision of Section 148 of the Companies Act, 2013
pertaining to audit of cost records is applicable to the Company. The Board has appointed
M/s M.P. Turakhia & Associates, Cost Accountant to audit the cost records of your
company for the financial year 2022-23.
In terms of the provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is required to maintain cost records and have the audit of its cost records conducted by a
Cost Accountant. Cost records are prepared and maintained by the Company as required under
Section 148(1) of the Act. The Board of Directors, based on the recommendation of the
Audit Committee, has appointed M/s M.P. Turakhia & Associates, Cost Accountant as Cost
Auditors for the FY 2023 24, on a remuneration as, mentioned in the notice of 49 AGM. A
Certificate from M/s M.P. Turakhia & Associates, Cost Accountant has been received to
the effect that their appointment as Cost Auditor of the Company, if made, would be in
accordance with the limits specified under Section 141 of the Act and Rules framed
thereunder. The Cost Audit Report for FY 2022-23, does not contain any quali cation,
reservation, disclaimer or adverse remark. A resolution seeking Member's rati cation for
the remuneration payable to the Cost Auditor forms part of thNotice of 49 AGM and the same
is recommended for your consideration and rati cation.
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and rule thereunder and regulation 18(3) of SEBI LODR and based on the recommendations of
Audit Committee, M/s. Mahesh C. Solanki & Co. (FRN 006228C), Chartered Accountants,
Indore was appointed as Internal Auditors of the Company to conduct the Internal Audit for
the FY 2022-23. The Internal Auditors reports directly to the Audit Committee and makes
comprehensive presentations at the Audit Committee meeting(s) on the Internal Audit Report
covering the business areas required by the Audit Committee, from time to time.
Your Board has appointed M/s. Mahesh C. Solanki & Co. (FRN
006228C), Chartered Accountants, Indore as Internal Auditor of the Company for the FY
2023-24. None of the Auditors of the Company have reported any frauds to the Audit
Committee or to the Board of Directors under Section 143(12) of the Act, including rules
made thereunder
20. DISCLOSURE REQUIREMENTS:
As per the Provisions of the SEBI (LODR) Regulations, 2015 entered into
with the stock exchanges, corporate governance report with auditor's certificate thereon
and management discussion and analysis are attached, which form part of this report.
Details of the familiarization program of the independent directors are
available on the website of the Company www.jashindia.com
21. FINANCE:
The Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters were kept under
strict check through continuous monitoring.
22. DEPOSITS:
Your Company has not accepted deposit from the public falling within
the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31 March, 2023.
Further, the Company has not accepted any deposit or loans in contravention of the
provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.
S. No. |
Particulars |
Amt in Rs. |
1 |
Details of Deposits accepted during the year |
Nil |
2 |
Deposits remaining unpaid or
unclaimed at the end of the year |
Nil |
3 |
Default in repayment of
deposits |
N.A. |
|
At the beginning of the year |
|
|
Maximum during the year |
|
|
At the end of the year |
|
| 4 |
Deposits not in compliance with law |
N.A. |
5 |
NCLT/ NCLAT orders w.r.t.
depositors for extension of time and penalty imposed |
N.A. |
Further, your company has led form DPT-3 for the Annual compliance as
at 31 March, 2023 for the amount received by the company which is not under the purview of
section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) rules,
2014 as amended from time to time.
23. HUMAN RESOURCE DEVELOPMENT:
The value of human assets has impact on all critical business decisions
and its utilization directly affects the ability of the organizational assets to realize
their optimum value. The Company's human resource strategy is formulated considering
people as its most valuable asset. Your Company puts best efforts in talent acquisition,
talent retention, performance management and learning and training initiatives to ensure
that your Company consistently develops inspiring, strong and credible human resource.
Your Company nurtures a culture of trust and mutual respect in all its employees and seeks
to ensure that company's values and principles are understood by all and are the reference
point in all people matters. The Company maintained healthy, cordial and harmonious
industrial relations at all levels. Company remained at the forefront in the industry due
to enthusiasm and continuous efforts of employees. Various measures have been introduced
throughout the organization to improve productivity at all levels.
Attracting, enabling and retaining talent have been the cornerstone of
the Human Resource function and the results underscore the important role that human
capital plays in critical strategic activities such as growth. A robust Talent Acquisition
system enables the Company to balance unpredictable business demands with a predictable
resource supply through organic and inorganic growth.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Full particulars of the loans given, guarantees extended or securities
provided and the investments made by the Company, if any, in terms of the provisions of
Section 186 of the Companies Act, 2013 and the rules framed thereunder have been
adequately described in the notes to Financial Statements. The same are in consonance the
provisions of the aforesaid section. The Company has complied in respect of loan and
guarantees and investment pursuant to Section 186 of the Companies Act, 2013.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review all the related party transactions entered
into by the Company were with made the prior approval of the Audit Committee. All such
transactions were at an arms -length basis and in the ordinary course of business of the
Company and detail of such transactions have been adequately described in the Note No. 47
to the financial statements of the Company for the FY 2022-23, which form a part of the
Annual Report. The transactions entered into by the company are audited. The details of
the transactions with the related parties are provided in the accompanying financial
statements and all transaction entered into by the Company with related party were at
arm's length price in terms of the provision of Section 188 of the Companies Act, 2013
during the period under review. Form AOC-2 annexed as an Annexure-F as per the Section
134(3)(h) read with Section 188(2) of the Companies Act, 2013. Further there are no
materially significant Related Party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith
as Annexure-G.
27. CORPORATE SOCIAL RESPOSIBILITY:
The Company has developed and implemented Corporate Social
Responsibility initiatives as the said provisions are applicable in view of the profits
and turnover of the company, your Company was required to undertake CSR projects during
the year 2022-23 under the provisions of section 135 of the Companies Act, 2013 and the
rules made their under. As part of its initiatives under "Corporate Social
Responsibility (CSR)", the Company has undertaken activities, which are in accordance
with CSR Policy of the Company and Schedule VII of the Companies Act, 2013.The Annual
Report on CSR activities is annexed herewith as Annexure-H.
28. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on March 31 , 2023 is available on
the Company's website and can be accessed at https://drive.google.com/
le/d/1HFKeABUxyFv7R_KmKdKSdpfPN8Qxh86T/view?usp=drive_link
29. RISK MANAGEMENT:
Risks are events, situations or circumstances which may lead to
negative consequences on the Company's businesses. Risk management is a structured
approach to manage uncertainty. A formal enterprise wide approach to Risk Management is
being adopted by the Company and key risks will now be managed within a unitary framework.
As a formal roll-out, all business divisions and corporate functions will embrace Risk
Management Policy and Guidelines, and make use of these in their decision making. Key
business risks and their mitigation are considered in the annual/strategic business plans
and in periodic management reviews. The risk management process in our multi-business,
multi-site operations, over the period of time will become embedded into the Company's
business systems and processes, such that our responses to risks remain current and
dynamic.
The Risk Management Committee, has been designated by the Board for
reviewing the adequacy of the risk management framework of the Company, the key risks
associated with the businesses of the Company and the measures are taken in place to
minimize the same and thereafter the details are presented to and discussed at the Board
meeting. The Risk Management Policy is hosted on the Company's website www.jashindia.com
30. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Company's Board of Directors, pursuant to the provisions of Section
177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014, has framed 'Vigil Mechanism Policy' for Directors and employees
of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to
employees and Directors from any victimization on raising of concerns of any violations of
legal or regulatory requirements, incorrect or misrepresentation of any, financial
statements and reports, and so on. The Vigil Mechanism Policy is hosted on the Company's
website www.jashindia.com
31. PARTICULARS OF INTERNAL COMMITTEE AND COMPLAINTS RECEIVED UNDER
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has constituted the Internal Committee under the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 headed by the women employee of the Company. There is no complaint received
during the year and pending at the ended financial year under provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Category |
No. of complaints pending
at the beginning of F.Y. 2022-23 |
No. of complaints filed
during the F.Y. 2022-23 |
No. of complaints pending
as at the end of F.Y. 2022-23 |
Sexual Harassment |
|
NIL |
|
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operations.
33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF
THIS REPORT;
Except that as stated in the relevant places, the material changes,
development, regarding project which is ongoing, from the 31 March, 2023 till the date of
the Board Reports, there are no material changes which may affect the financial position
of the Company.
34. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S
REMUNERATION AND PARTICULARS OF EMPLOYEES:
Pursuant to Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended
from time to time, disclosures with respect to the remuneration of Directors, KMP and
employees, are enclosed as Annexure-I to the Board's Report.
During the year, none of the employee received remuneration in excess
of Rs. One Crore and Two Lacs or more per annum or employees employed for part of the
year, received remuneration of `Eight Lacs Fifty Thousand or more per month, in accordance
with the provisions of Section 197 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014.
The information required under Section 136 of the Companies Act, 2013,
the Report and Accounts are being sent to the Members excluding the information required
under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including amendments thereof), any Member interested in obtaining
the same may write to the Company Secretary at the Registered Office of the Company.
35. EMPLOYEE STOCK OPTION SCHEME:
In the present competitive economic environment in the country and in
the long-term interests of the Company and its shareholders, it is necessary that the
Company adopts suitable measures for attracting and retaining quali ed, talented and
competent personnel. An employee stock option scheme, designed to foster a sense of
ownership and belonging amongst personnel, is a well-accepted approach to this end. It is,
therefore, appropriate to consider an Employee Stock Option Scheme for the employees of
the Company and/or subsidiary company(ies) whether working in India or abroad. The
Nomination and Remuneration Committee, inter alia administers and monitors the Company's
employees' stock option scheme (ESOP Scheme) in accordance with the applicable SEBI (Share
Based Employee Benefits) Regulations, 2014 (SEBI SBEB).
Company allotted 88,630 Equity shares to the eligible employee of
Company, under Jash Engineering Employee Stock Option Scheme 2019" (JASH ESOP Scheme
2019). The Scheme is operated through demat mode only. JASH ESOP Scheme 2019 is
administered by the Compensation Committee (NRC) of the Board, through JASH Group Employee
ESOP Trust. The details on Options granted, exercised and lapsed during the financial year
2022-23 and other particulars as required under the Act, read with its rules and SEBI
(Share Based Employee Benefits) Regulations, 2014 with regard to Employees' Stock Options
are enclosed herewith as Annexure - J to the Board Report. Details of ESOP Scheme are also
available on the Company's website www.jashindia.com
During the year under review, on recommendation of Nomination and
Remuneration Committee and in accordance with resolution passed by shareholders dated
10/08/2019 read with in-principal approval given by the stock exchange dated 15/10/2019,
Board at their meeting held on 04/02/2023 approved to grant IInd Stage of the Jash Group
Employee Stock
Option for 2,45,600 options to the eligible employees of the company
and its subsidiaries under Jash Group Employee Stock Option Scheme 2019.
36. INDUSTRIAL RELATIONS:
During the year under review your Company enjoyed cordial relationship
with workers and employees at all levels.
37. PREVENTION OF INSIDER TRADING:
In view of SEBI (Prohibition of Insider Trading) Regulation, 2015 the
Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company.
The Code requires Trading Plan, pre-clearance for dealing in the
Company's shares and prohibition the purchase or sale of Company shares by the Directors
and the designated employee.
38. DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:
In terms of the provisions of Section 134(3)(C)(a) of the Companies
Act, 2013, there were no frauds committed against the Company and persons who are
reportable under section 141 (12) by the Auditors to the Central Government. Also, there
were no non-reportable frauds during the Financial Year 2022-23.
39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of the Companies Act, 2013 read with the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the
Rules") notified by the Ministry of Corporate Affairs. All unpaid or unclaimed
dividend are required to be transferred by the company to the IEPF established by the
Government of India, after the completion of seven years. During the year under review
company has transferred of Rs. 10,160/- relates unclaimed and unpaid dividends of FY
2014-2015 to the IEPF Authority in the year 2022-23 as per the requirement of the said
IEPF rules.
40. CAUTIONARY STATEMENT:
The statements made in this Report and Management Discussion and
Analysis Report relating to the Company's objectives, projections, outlook, expectations
and others may be "forward looking statements" within the meaning of applicable
laws and regulations. Actual results may differ from expectations those expressed or
implied. Some factors could make difference to the Company's operations that may be, due
to change in government policies, global market conditions, foreign exchange fluctuations,
natural disasters etc.
41. CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there was no change in the nature of
business of the company.
42. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA:
The company complies with all applicable mandatory Secretarial
Standards as issued by the Institute of Company Secretaries of India.
43. DIRECTORS & OFFICERS INSURANCE POLICY:
The company has in place the insurance policy for its Directors and of
cers with a quantum and coverage as approved by the board. The policy complies with the
requirement of Regulation 25(10) of SEBI (LODR) Regulations, 2015. The same are also
available on the Company's website www.jashindia.com
44. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
The SEBI vide its circular dated May 10, 2021, had introduced a new
reporting requirement on Environmental, Social and Governance (ESG) parameters called the
"Business Responsibility and Sustainability Report" (BRSR), which is intended
towards having quantitative and standardised disclosures on ESG parameters to enable
comparability across companies, sectors and time which will be helpful for investors to
make better investment decision for the listed companies which is being mandatory for the
top 1000 listed companies as per market capitalisation. Hence being counted in the top
1000 listed companies as per market capitalisation for FY 2022-23, your Company has
adopted the BRSR mechanism as part of its business and the said BRSR are enclosed herewith
as Annexure - K.
45. OTHER DISCLOSURES:
· Your Company has complied with the applicable Secretarial
Standards relating to 'Meetings of the Board of Directors' and 'General Meetings' during
the year.
· There are no proceedings initiated/pending against your
Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the
business of the Company.
· The Company has not issued equity shares with differential
rights as to dividend, voting or otherwise
46. ACKNOWLEDGEMENTS:
Your Directors acknowledge the dedication and commitment of your
company's employees to the growth of your company and their unstinted support has been
integral to your company's ongoing success. Your Directors appreciate support of State
Bank of India, HDFC Bank Limited, Bajaj Finance Ltd., Axis Bank Limited, Kotak Mahindra
Bank Limited and various government agencies, customers, suppliers throughout the year for
their support and con dence shown in the management of the company. The Directors also
gratefully acknowledge support of the NSE, Share Transfer Agent and other intermediaries
of the Public Issue of the Company and also to all stakeholders of the Company viz.
customers, members, dealers, vendors and other business partners for the excellent support
received from them during the year.
Date : 14th August 2023 |
Sd/- |
Sd/- |
Place : Indore |
|
|
|
Chairman & Managing Director |
Director |
  Â