To,
The Members of JSL Industries Limited
Your Directors present this 58th (FIFTY-EIGHT) ANNUAL REPORT and Audited Accounts for the year ended on March 31,2024.
1. FINANCIAL RESULTS
(Rs In Lakhs)
2. PERFORMANCE OPERATIONS
The financial year 2023-24 was a good year. Our Revenue from Operations during the reporting financial year was more than financial year 2022-23.
The saving in electrical energy from the green power generation (2 Nos. Wind Mills put up by the Company for captive power generation) has been 38.6 % of the total power requirement for the FY 2023-24.
DIVISIONAL PERFORMANCE Instrument Transformer Division
During the year under review, the performance of the Instrument Transformer division has been very good. The turnover of the division for the FY 2023-24 has been 1,096.69 Lakhs.
Your Company has targeted a moderate increase in turnover for Instrument Transformer division for FY 2024-25.
Switch Gear Division
During the year under review, the Switch Gear division has achieved as Net Sales of Rs. 2295.63 Lakhs. The performance of the division has been very good this year. - The outlook of the Division for FY 2024-25 is also better.
Motors and Pumps Division
During the year under review,The Motors and Pumps division have achieved a Net Sales of Rs. 1,739 Lakhs.
We expect a good business for the motors in the FY 2024-25 also.
3. CHANGE IN NATURE OF BUSINESS
During the year under review, there is no change in nature of business of the Company.
4. DIVIDEND
a) Equity Shares:
In view of requirement of financial resources and considering the future requirements of funds, your Directors do not recommend any dividend on equity shares of the Company.
b) Non-Convertible Non-Cumulative Redeemable Preference Shares:
The Non-Convertible Non-Cumulative Redeemable Preference Shares are entitled to a dividend at the rate 6% per share. Accordingly, your Directors recommended a dividend @ 6% per share as per the terms of the issue on 1,92,735 Non-Convertible Non-Cumulative Redeemable Preference Shares of Rs. 100/- each, for the financial year ended March 31, 2024, for approval of the Members. Dividend @ 6% per share involving cash out flow of Rs. 11,56,410/-
5. TRANSFER TO RESERVES
During the year under review, no amount has been transferred to reserves.
6. PUBLIC DEPOSITS
The Company has not accepted any deposits from the public during the year under review.
7. SHARE CAPITAL
The issued, subscribed and paid-up Share Capital of the Company as on March 31,2024, was Rs. 3,10,12,180/-
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loan or provided guarantees or made any investments as prescribed under Section 186 of the Companies Act, 2013 ("the Act").
9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.
As required by Section 134 of the Act read with the Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in ‘Annexure A' forming part of this Report.
10. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI Listing Regulations, 2015"], Corporate Governance Report and as per Regulation 34(2)(e) read with Schedule V of the SEBI Listing Regulations, 2015, Management Discussion and Analysis Report are given in ‘Annexure B' forming part of this Report.
11. DIRECTORS & KEY MANAGERIAL PERSONNEL Director liable to Retire by Rotation
In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Rahul N. Amin (DIN: 00167987) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.
During the year Ms. Pragnya Seth was appointed as an independent director from 19th December 2023.
Details of the proposal for the appointment/re-appointment of Directors along with their shareholding in the Company, as stipulated under Secretarial Standard - 2 and Regulation 36 of the SEBI Listing Regulations, 2015, is mentioned in the Notice of the Annual General Meeting.
All the Directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Act.
Declaration by Independent Directors
The Independent Directors of the Company have given the declaration to the Company as required under Section 149(7) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulation, 2015, confirming that they meet the criteria of independence. In terms of Regulation 25(8) of the SEBI Listing Regulations, 2015, they have also confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with in objective independent judgement and without any external influence.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.
1. Mrs. Tejal R. Amin, Wholetime Director
2. Mr. K. J. Gupta, Chief Executive Officer
3. Mr. Amul Parikh, Chief Financial Officer
4. Mr. Yogiraj Hemant Atre, Company Secretary and Compliance Officer
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions under Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability confirm and state that:
a) in the preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and given proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the 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 this Act 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 were operating effectively; and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
13. BOARD MEETINGS
Six meetings of the Board of Directors were held during the financial year 2023-24. Details of composition of Board, attendance of Directors and other relevant details are provided in the Corporate Governance Report, which forms part of this report.
14. AUDIT COMMITTEE
The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of the SEBI Listing Regulations, 2015. The details pertaining to composition of Audit Committee and attendance of members are included in the Corporate Governance Report, which forms part of this Report.
15. NOMINATION AND REMUNERATION COMMITTEE
The composition of the Nomination and Remuneration Committee (NRC) is in line with the Section 178 of the Act read with Regulation 19 of the SEBI Listing Regulations, 2015. The details pertaining to composition of Nomination & Remuneration Committee and attendance of members are included in the Corporate Governance Report, which forms part of this Report.
16. STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition of the Stakeholders' Relationship Committee (SRC) is in line with the Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations, 2015. The details pertaining to composition of Stakeholders Relationship Committee and attendance of members are included in the Corporate Governance Report, which forms part of this Report.
17. PREVENTION OF INSIDER TRADING CODE:
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated the "Code of Conduct and Fair Disclosure of Unpublished Price Sensitive Information" and the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" which allows the formulation of a trading plan subject to certain conditions and requires preclearance for dealing in the Company's shares. It also prohibits the purchase or sale of Company's shares by the Directors, designated employees and connected persons, while in possession of unpublished price sensitive information in relation to the Company and during the period(s) when the Trading Window to deal in the Company's shares is closed.
18. SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES/JOINT VENTURE
The Company do not have any Subsidiary, Associate or Joint Venture within the meaning of Section 2(6) of the Act.
19. WHISTLE BLOWER/VIGIL MECHANISM POLICY
The Company has established a "Whistle Blower / Vigil Mechanism Policy" for Directors, Employees and Stakeholders to report the genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and also as per the Regulation 22 read with Regulation 4(2) para d(iv) of SEBI Listing Regulations, 2015.
The said policy is available on the website of the Company at the web-link http:// www.jslmogar.com/userfiles/investor relations/investor relations document/1565163009.pdf
20. NOMINATION AND REMUNERATION POLICY
A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Act and other applicable provisions of the Act and Rules thereto stating therein the Company's policy on appointment and remuneration of Directors and Key Managerial Personnel.
The said policy is available on the website of the Company at the web-link http:// www.jslmogar.com/userfiles/investor relations/investor relations document/1505561981.pdf
21. RISK MANAGEMENT
The Risk Management Policy of the Company may be referred to at the website of the Company at the web-link http://www.jslmogar.com/userfiles/investor relations/ investor relations document/1564140101.pdf
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.
22. BOARD EVALUATION
The evaluation framework for assessing the performance of Board including the individual Directors is based on the following key measures:
- Attendance and participation in the Meetings and timely inputs on the minutes of the meetings
- Adherence to ethical standards & code of conduct of Company and disclosure of nonindependence, as and when it exists and disclosure of interest
- Raising of valid concerns to the Board and constructive contribution to resolution of issues at meetings
- Interpersonal relations with other Directors and Management
- Objective evaluation of Board's performance, rendering independent, unbiased opinion
- Understanding of the Company and the external environment in which it operates and contribution to strategic direction
- Safeguarding interest of whistle-blowers under vigil mechanism and safeguard of confidential information
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A Member of the Board does not participate in the discussion of his/ her evaluation.
23. EVALUATION OF COMMITTEES OF THE BOARD
The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the SEBI Listing Regulations, 2015.
24. ANNUAL RETURN
Annual Return for the financial year ended March 31, 2024, as required under Section 92(3) read with Section 134(3)(a) of the Act is available on the website of the Company at the web- link http://www.jslmogar.com/investor/index/other-submissions
25. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors and Key Managerial Personnel, etc., which may have potential conflict with interest of the Company at large.
Transactions with related parties, as per the requirements of IND AS 24, are disclosed in notes to accounts annexed to the financial statements.
The policy on related party transactions of the Company is available on the website of the Company at the web-link http://www.jslmogar.com/userfiles/investor relations/ investor relations document/1648809390.pdf
The Audit Committee reviews all related party transactions quarterly.
The particulars of Contract or arrangement with related parties given in FORM AOC-2, are given in ‘Annexure C', forming part of this Report.
26. AUDITORS
a) STATUTORY AUDITORS
M/s. Talati & Talati, LLP, Chartered Accountants (Firm Registration No. 110758W/W100377), were appointed as Statutory Auditors of the Company for an initial term of 5 (five) years i.e. from the conclusion of 56th Annual General Meeting till the conclusion of 61st Annual General Meeting.
b) SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and the rules framed thereunder, the Company has appointed M/s. J. J. Gandhi & Co., Practicing Company Secretaries, Vadodara, to carry out Secretarial Audit of the Company. The Report of the Secretarial Audit is enclosed herewith as ‘Annexure D', which forms part of this Report.
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
(i) By Statutory Auditor in his report;
There is no qualification, reservation or adverse remark or disclaimer in audit report issued by the auditors of the Company.
(ii) By the company secretary in practice in his secretarial audit report;
The Practicing Company Secretary in their report for financial year ended March 31,2024, has expressed their observation. Your directors would like to furnish their explanation to the said observation as under.
With regard to the observation from Secretarial Auditor, all those promoters who have not dematerialized their shares, have initiated the process of getting their shares in demat form.
28. INTERNAL FINANCIAL CONTROLS
As per provisions of Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented robust systems/framework of internal financial controls to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to reporting, operational and compliance risks.
Your Company has adequate financial control system and framework in place to ensure:
1. The orderly and efficient conduct of its business including adherence to Company's policies;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
Significant observations including recommendations for improvement of the business processes are reviewed by the Management before reporting to the Audit Committee. Audit Committee reviews Internal Audit Reports as well as operating plans and status of implementation of the agreed action plans. This system of internal control facilitates effective compliance of Section 138 of the Act and the SeBi Listing Regulations, 2015.
The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with the policy adopted by the Company. The Board of Directors regularly review the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls.
29. REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always provided a congenial atmosphere for work to all employees that are free from discrimination and harassment including sexual harassment. It has provided equal opportunities of employment to all without regard to their caste, religion, colour, marital status and sex. In compliance with the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder the Company has in place a policy on Sexual Harassment at Work place. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. No case was reported relating to sexual harassment during the FY 2023-24.
30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee drawing remuneration in excess of the limits set out in the said Rules and other details as required under Section 197(12) of the Act, read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ‘Annexure E' forming part of this Report.
31. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to Section 135 of the Act, the provisions pertaining to Corporate Social Responsibility are applicable to every Company having net worth of Rupees five hundred crores or more or turnover of Rupees one thousand crores or more or a net profit of Rupees five crores or more. As the said CSR Provisions are not applicable to Company, therefore, the Company has not developed and implemented any Corporate Social Responsibility initiatives.
33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
No frauds have been noticed or reported during the year under audit report which are reportable to the Central Government.
34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
Neither any application is made nor any proceeding is pending in respect of the Company under Insolvency and Bankruptcy Code, 2016, during the year under review and at the end of the financial year.
35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
During the period under review, Company has not taken any loans from the banks or financial institutions. Accordingly, there has been no one-time settlement or valuation done for this purpose.
36. INDIAN ACCOUNTING STANDARDS (IND AS)
The Company has followed the relevant Accounting Standards notified by the Companies (Indian Accounting Standards) Rules, 2015 while preparing Financial Statements.
37. COMPLIANCE OF SECRETARIAL STANDARD
As per requirement of provisions of Section 118(10), the Company has complied with the Secretarial Standard applicable to the Company.
38. ACKNOWLEDGEMENTS
The Board of Directors take this opportunity to thank the Company's customers, members, suppliers, bankers, associates, Central and State Governments and employees at all levels for their support and co-operation extended to the Company during the year.