To the Members of
Jasch Industries Ltd
Your Directors have pleasure in presenting the 38th Annual Report of
the company for the year ended on 31st March 2024.
1. Performance and Financial & Other Highlights
As the members are aware, the Company earlier operated under two
business segments - manufacture of coated fabrics and manufacture of industrial gauges.
During the financial year under Report, the Hon'ble National Company Law Tribunal
("NCLT") accorded approval to a Scheme of Arrangement (demerger) vide an order
dated 12-09-2023. This Scheme had been previously approved by the members in the
NCLT-convened meeting held on 10-05-2022. Upon a copy of NCLT order being filed with the
Registrar of Companies, the Scheme became effective at the close of business hours of
30-09-2023. Under the Scheme, the business relating to manufacture of industrial gauges
and equipment ("demerged undertaking") along with its attendant assets and
liabilities was demerged and vested in another company viz. Jasch Gauging Technologies
Ltd. ("JGTL"). Consequently, the paid up equity share capital of the Company was
also reduced from 1,13,00,000 to 67,98,000 equity shares of Rs. 10 each fully paid up.
The financial figures of the year under report (2023-24) as depicted in
the accompanying financial statements are not comparable with those of the previous
financial year (2022-23) because previous year figures are pre-demerger combined figures
of both the business segments whereas figures of the year under report are only of one
segment after 01-10-2023 (the other segment having vested in JGTL). In accordance with law
and Accounting Standards, the financial statements are required to be present in the way
these are so presented.
To have a general idea about the comparative performance of coated
fabrics segment of the Company you may refer to the Segment-wise Performance of the
company given under "Management Discussion & Analysis Report" annexed
herewith.
Revenue of coated fabrics segment which still vests with the Company at
Rs. 17,231.31 lakh were higher by 03.11% during the year as compared with those at Rs.
16712.34 lakh during the previous year. Profits before tax relating to this segment
increased from Rs. 297.26 lakh to Rs. 900.10 lakh during the year under report. The
management considers overall performance to be satisfactory.
The financial highlights of company during the financial year ended
31st March 2024 on standalone basis, as extracted/calculated from the accompanying audited
financial statements, are as under:
| Particulars |
Current Year 2023 - 2024 |
Previous Year 2022 - 2023 |
| Gross Income from continued operations |
17231.31 |
16712.34 |
| Profit before interest and depreciation |
1582.52 |
708.82 |
| Financial Charges |
110.13 |
80.95 |
| Gross Profit |
2455.84 |
1475.00 |
| Provision for Depreciation |
269.62 |
228.22 |
| Net profit before Tax |
1202.77 |
399.65 |
| Provision for Tax (Net) & Deferred Tax |
302.68 |
102.39 |
| Net Profit after Tax from continued operations |
900.10 |
297.26 |
| Net Profit after Tax from Discontinued operations |
718.99 |
1697.34 |
| Profit for the Period |
1619.09 |
1994.60 |
| Balance of profit brought forward for continued operations |
4053.78 |
7861.04 |
| Other Change |
14.31 |
(5801.86) |
| Balance available for appropriation |
4968.19 |
4053.78 |
| Amount proposed to be carried to reserve |
— |
— |
| Transfer from General Reserve |
— |
— |
| Surplus carried to Balance Sheet |
4968.19 |
4053.78 |
2. Material Changes and commitments, if any, after the date of
financial statements, affecting the financial position of the company and Future Prospects
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year to which the financial
statements relate and the date of this Directors' Report. The on-going war between Russia
and Ukraine, the Israel-Palestine conflict, the Houthis attacking the ships passing
through the Red Sea, have an adverse effect on the economy world-wide. There is continued
apprehension that the prices of raw material (particularly petroleum products) will
continue to rise, which the Company may not be in a position to fully recover from its
customers. This may erode some profits.
3. Changes among Directors & Key Managerial Personnel during the
year under report Cessations: Shri Manish Garg resigned as Director; Shri Jai Kishan Garg
resigned as Managing Director and Shri Mahinder Paliwal, Chief Financial Officer resigned
w.e.f. 30-09-2023. They took up similar assignments in the Jasch Gauging Technologies Ltd,
the company which had received the demerged business of the Jasch Industries Ltd. Shri Jai
Kishan Garg, however, continues to be a director and chairman of the Board of Directors of
the Company.
Shri Krishan Lall Khetarpaul and Shri Kuldeep Singal ceased to be
independent directors of the Company w.e.f. 31-03-2024 on completion of their second
tenure of five years. The Board notes with appreciation the able guidance provided by them
during the Board process.
Shri Naresh Kunar, Independent Director will relinquish his office as
such on the expiry of his second term of five years on 30-08-2024.
Appointments: In the 37th Annual General Meeting
("AGM") held on 18-08-2023 appointment of Shri Rushil Garg as Executive Director
was approved for a period of three years with effect from 01st June 2023. At
the same AGM, appointment of Shri Om Prakash Garg, Shri Suresh Goyal and Shri Shri Bhagwan
as Independent Directors was approved for a term of five years each. Smt. Jyoti Rani was
appointed as Chief Financial Officer w.e.f. 27-10-2023.
Shri Navneet Garg, a non-independent director retires by rotation at
the ensuing Annual General Meeting and, being eligible, has offered himself for
re-appointment. Besides the above, there have not been any changes among Directors and Key
Managerial Personnel during the year. Details of the proposed appointee(s) have been given
elsewhere in the Directors' Report.
4. Subsidiaries, Consolidated Accounts and materiality Consequent upon
demerger and allotment of shares to its shareholders, the only subsidiary of the Company,
namely, Jasch Gauging Technologies Ltd ("JGTL") which had been established
solely to receive the demerged business of your Company, ceased to be subsidiary of the
Company w.e.f. 3009-2023. The Company did not have any joint ventures or associate
companies either at the beginning or at end of the year.
5. Deposits
The Company did not hold any deposits at the beginning of the year. It
did not accept any deposits during the year. Therefore, there was no occasion for any
deposits to remain unpaid or unclaimed or in default for repayment of principal or
interest thereon.
6. Internal Audit, Internal Financial Control Systems & their
adequacy
During the year the Company had engaged services of M/s Vishal G. Goel
& Co, Chartered Accountants as Internal Auditors for the Financial Year 2023-24. The
scope of their work included review of processes for safeguarding the assets of Company,
effectiveness of systems and processes and assessing the internal control strengths in all
areas. Management is having tight control on all the operations of the Company. All
expenses are scrutinized and approved by the top management. The Company has adequate
system so as to have proper check and control on every department. Deviation from
established system, if any, are placed before Audit Committee of the Board for review and
corrective action to be taken, if any.
7. Cost Audit & Cost Record
During the year, the Company was mandated to maintain cost records and
also appoint cost auditors in respect of its products falling under CETA heading 3909 and
3921 (Plastics and Polymers). Accordingly, the Company duly maintained cost records during
the financial year 202324 and subjected these to cost audit which was conducted by M/s
Vipul Bhardwaj & Company, Cost & Management Accountants. Cost Audit Report, which
is required to be submitted by the Cost Auditors to the Board of Directors within 180 days
of close of financial year, has not been received yet.
8. Disclosure pursuant to Section 22 of Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013
In accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013, the Company has a policy on
prevention of and affirmative action for sexual harassment of women, about which all the
employees are communicated periodically. For this purpose, the Company has also
constituted an Internal Complaints Committees. At the beginning or end of the financial
year under report, no cases were pending and during the year, no cases were filed or
disposed of under that Act.
9. Corporate Social Responsibility
As the Company is not required to constitute a CSR Committee, the Board
of Directors is directly discharging CSR obligations of the Company. Information required
under Rule 8 and 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is
given in the Annexure H to this report.
10. Particulars of Specified Employees
Details of employees whose particulars are required to be disclosed in
the Directors' Report pursuant to the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given in Annexure C.
11. Board & Board Committee Meetings
The Board of Directors is the apex body constituted by shareholders for
overseeing the Company's overall functioning. The Board provides and evaluates the
Company's strategic direction, management policies and their effectiveness and ensures
that stakeholders' long-term interests are being served.
The Board has constituted four Committees, namely Audit Committee,
Nomination and Remuneration Committee, Finance Committee and Stakeholders' Relationship
Committee and is empowered to constitute additional functional Committees from time to
time, depending on business needs.
For statements on composition of the Board, Audit Committee, Nomination
& Remuneration Committee ("NRC"), Stakeholders Relationship Committee and
their Meetings held during the year; Independent Directors, their brief resume, the
declarations of Independence given by them and appointment of Key Managerial Personnel,
please refer to Annexure A (Corporate Governance Report). Terms and conditions of
appointment of Independent Directors can be accessed from the website of the Company at
the following web link: www.jaschindustries.com/Investors. Details of Board and Committee
Meetings held during the year under report are given in the annexed Corporate Governance
Report.
12. Evaluation of Board, its Committees and individual Directors
Pursuant to the provisions of the Companies Act, 2013 and the
Securities Exchange Board of India (Listing Obligations & Other Disclosure)
Regulations, 2015 (hereinafter called the "Listing Regulations), the Board carries
out periodic evaluation of its own performance, that of the directors individually as well
as that of its Committees as per the criteria suggested by the Institute of Company
Secretaries of India and adopted by the NRC and the Board, which includes knowledge of
directors' duties and responsibilities; understanding of Company's vision, mission,
strategic plan and key issues, diligence and participation in Board, Committee and General
Meetings and leadership traits.
13. Company's Policy relating to Remuneration for directors, key
managerial personnel and other employees
For a policy relating to Remuneration for directors, key managerial
personnel and other employees as required to be disclosed under Section 178(4) of the
Companies Act, 2013 and under the Listing Regulations, please refer to Annexure B.
14. Disclosure under Section 197(12) of the Act and Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Schedule V,
Part II Section II
The requisite details relating to ratio of remuneration, percentage
increase in remuneration, etc. of managerial personnel, as stipulated under the
Section/Rules mentioned in the above sub- heading, are annexed as Annexure C to this
Report. Disclosure pursuant to Schedule V, Part II, Section II relating to remuneration
and other details of directors are given in the attached Corporate Governance Report
(Annexure A).
15. Auditors, Audit and Auditors' Report
M/s Arora & Choudhary Associates, Chartered Accountants, who have
subjected themselves to a peer review, have carried out statutory audit of Company's
financial accounts for the year. The report given by them (Auditors' Report) is self-
explanatory and does not contain any qualification, reservation, adverse remark or
disclaimer. There is no matter reportable under Section 143(12) of the Companies Act,
2013.
16. Secretarial Audit & Secretarial Auditors' report
During the financial year under Report, the Company subjected itself to
Secretarial Audit by Independent Secretarial Auditors, M/s Mukesh Arora & Co, Company
Secretaries and their report in Form MR-3 is at Annexure D.
17. Vigil Mechanism
Pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine
concerns has been established. The Vigil Mechanism Policy has been uploaded on the website
of the Company at https://www.jaschindustries.com/Investors/Policies.
18. Risk management policy
A statement indicating business risks and the management policy to
manage the risks, forms part of Management Discussion & Analysis Report attached with
Directors' Report as Annexure F.
19. Annual Return
In accordance with the amended provisions of Section 92(3) of the
Companies Act, 2013, previous year's Annual Return has been posted at the website of the
Company www.jaschindustries.com under the web-link "Investors. Annual Return for the
year under report, after the same has been filed with the Registrar of Companies, will
also be available at the website of the Company.
20. Loans, Guarantees and Investments
As required under Section 186(4) of the Companies Act, 2013, full
particulars of loans and guarantees given, investments made and security provided are
mentioned in the financial statements. During the year under Report no loans were given,
no guarantees were provided and no investments were made.
21. Related Party Transactions
On the recommendation of the Audit Committee, the Board of Directors of
the Company has adopted a policy to regulate transactions between the Company and parties
related to it. This Policy has been uploaded on the website of the Company at
www.jaschindustries.com under the link Investors>Policies. All the related party
transactions that were entered during the financial year were on arm's length basis and
were in the ordinary course of the business. The Audit Committee had granted prior omnibus
approval to certain related party transactions and the same were subsequently placed
before the Audit Committee on Quarterly basis for its approval or modification, as the
case may be.
Disclosures pursuant to Section 134(3)(h) & Section 188 of the
Companies Act, 2013, Regulation 34(3) & 53(f) of the Listing Regulations and other
applicable provisions of laws are contained in the enclosed in Form AOC-2 as Annexure - E
to the Directors' Report and also in Note 36 to Financial Statements. There were no
material related party transactions with the Company's Promoters, Directors, Management or
their relatives, which could have had a potential conflict with the interests of the
Company.
22. Corporate Governance Report & Certificate
The Company is committed to maintaining the highest standards of
corporate governance and adhering to the corporate governance requirements set out by
SEBI. Corporate Governance Report, together with requisite certificate from an independent
Practicing Company Secretary, confirming compliance with the conditions of corporate
governance as stipulated under the Listing Regulations is attached.
23. Management Discussion and Analysis Report
For Management Discussion & Analysis Report, please refer to
Annexure F.
24. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo Information required under section 134 (3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure G
to this report.
25. ISO and IATF Certification
The Company has ISO 9001:2015 certification for Quality Standards, ISO
14001:2015 certification for environmental management systems and IATF 16949:2016
certification for providing improved quality products to automotive customers worldwide.
26. Listing
The Equity Shares of the Company are listed at the BSE Limited.
27. Scheme of Arrangement
A Scheme of Arrangement between the Company (Jasch Industries Ltd -
"JIL") Jasch Gauging Technologies Ltd ("JGTL" - wholly owned
subsidiary of JIL) and their respective shareholders and creditors was approved by the
Hon'ble National Company Law Tribunal vide its order dated 12-092023. Under the Scheme,
the measurement gauges related business (including assets and liabilities) of the has been
demerged to JGTL with retrospective effect i.e. w.e.f. 01-04-2022. Consequently, the paid
up share capital of the Company has also been reduced from Rs. 1133 lakh to Rs. 679.8
lakh.
28. Status of Annexures to Directors' Report
All the Annexures mentioned in this Report form an integral part of the
Directors' Report.
29. Directors' Responsibility Statement
Pursuant to Section 134 of the Companies Act, 2013, the Directors
affirm that:
• In the preparation of the annual accounts, the applicable
accounting standards were followed along with proper explanation, if any, relating to
material departures;
• Appropriate accounting policies were selected and applied
consistently, and judgments and estimates made were reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March 2024 and of the
profits of the Company for the year ended 31st March 2024;
• Proper and sufficient care were taken 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;
• The annual accounts were prepared on a going concern basis;
• Internal financial controls were laid down to be followed by the
Company and such internal financial controls were adequate and were operating efficiently;
• Proper systems had been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and were operating
effectively.
30. Appreciation
Your directors wish to place on record their appreciation of the
devoted services rendered by the workers, the staff, the executives of the Company, the
professionals associated with the Company and for the continued support from its Bankers,
HDFC Bank and other stakeholders.
|