| Disclosure in board of directors report explanatory DIRECTOR’S REPORT
To,
The Members of
JASH ENGINEERING LIMITED
Your Directors have pleasure in presenting the 42nd Director’s Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended 31st March, 2016.
1. FINANCIAL HIGHLIGHTS
The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The consolidated and standalone financial highlights of your Company for the Financial Year ended March 31, 2016 are summarized below:
A. STANDALONE FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars 2015-16 2014-15
Sales and other Income 11,305.17 11,201.36
Gross Profit before Interest, Depreciation & Taxes 2,222.17 2,152.68
Less: Interest & Financial Charges (532.46) (586.61)
Depreciation (405.91) (429.18)
Less: Earlier years adjustments NIL (37.61)
Net profit before tax for the year 1,283.80 1,099.28
Provisions for tax 306.82 226.38
Minimum Alternate Tax 69.15 56.72
Deferred Tax Liabilities / (Assets) 24.86 22.81
Previous years tax adjustments 9.88 (0.67)
Net Profit after Tax 873.07 794.04
Add: Balance brought forward 2824.88 2209.88
Amount available for appropriation 3697.95 3003.93
Appropriations:
Dividend 191.50 153.20
Dividend Tax 33.48 25.83
Transfer to General Reserve NIL NIL
Balance carried to Balance Sheet 3472.96 2824.88
No. of Equity Shares 9575400 9575400
Earnings Per Share 9.11 8.29
B. CONSOLIDATED FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
Particulars 2015-16 2014-15
Sales and other Income 12194.11 11981.82
Gross Profit before Interest, Depreciation & Taxes 2151.61 2168.93
Less: Interest & Financial Charges 543.97 592.59
Depreciation 410.57 434.85
Less: Earlier years adjustments 5.60 36.34
Net profit before tax for the year 1191.47 1105.15
Provisions for tax 362.22 252.26
Minimum Alternate Tax 69.15 56.72
Deferred Tax Liabilities / (Assets) 24.42 22.86
Previous years tax adjustments 10.91 0.39
Net Profit after Tax 724.74 773.70
Add: Balance brought forward 2650.23 2064.97
Amount available for appropriation 3374.97 2838.67
Appropriations:
Dividend 191.50 153.20
Dividend Tax 44.44 30.42
Transfer to General Reserve 9.65 4.56
Balance carried to Balance Sheet 3129.33 2650.23
No. of Equity Shares 9575400 9575400
Earnings Per Share 7.56 8.08
A. STATE OF AFFAIRS OF THE COMPANY:
(A) YEAR IN RETROSPECT
PERFORMANCE
The year 2015-16 was not a good year for the company as there was no significant growth in the company’s turnover. This was inspite of having a very good order book position. The company was unable to convert these orders to sales due to the inability of many of its clients to progress on their projects due to the financial crunch faced by them.
The turnover (net of excise) of the Company for the year at Rs. 11117.40 lacs (Rs. 1111.74 million) shows a nominal growth of approximately 0.34% over the previous year turnover of Rs. 11077.96 lacs. (Rs. 11108.8 million).
The domestic sales of the Company during the year was Rs. 9186.96 lacs (Rs. 918.70 million) as compared to previous year sales of Rs. 9211.71 lacs (Rs. 921.17 million) , exhibiting decrease of 0.33% over the previous year.
The export sales of the Company during the year was Rs. 1930.44 lacs (Rs. 193.04 million) as compared to previous year sales of Rs. 1866.25 lacs (Rs. 186.62 million), exhibiting a small increase of 3.44 % over the previous year.
The net profit of the Company for the year was Rs. 873.07 lacs (Rs. 87.31 million) as compared to previous year net profit of Rs. 794.05 lacs (Rs. 79.40 million), exhibiting an increase of 9.95% over the previous year.
The Net profit increased as a result of reduction in raw material prices due to low demand on account of recession like conditions prevailing in the country during the year.
PRODUCT DEVELOPMENT
The highlight of the year was the effort put in by the company in development of new products to enable company meet its future growth aspiration. Various new products like Travelling Band screens , Special Screw Conveyors, Wash Compactors, Butterfly Gate, Vane Gate, ZFI Series Stainless steel Knife gate valves etc were taken up for development in the year 2015-16. Most of these developments has resulted into new business opportunities for the company.
The company has received an order for 2 nos. Travelling band screens from Vatech Wabag, Chennai for a desalination project in Chennai. This will help the company in entering into the desalination plants business. The company has received an order for 10 nos large sized screw conveyor of diameter 750mm and having length varying between 12-24 meters from Singapore. These are some of the largest screw conveyor done in the world for handling wastes in STP’s. With the execution of this job the company would have references which will allow it do any project worldwide. The company also received orders for supply of “Jet Breaker” Wash Compactors under Mahr Maschinenbau brand for projects in middle east and for large Vane gates of 1x5 m size for Dahej Project.
A new ZFI Series of Knife gate valves was developed for the US market. The company got its first order from USA for this product and with this product the company will be finally able to offer a very competitive but technically superior Knife gate valve for the industrial market.
These new product developed by the company would contribute to additional sales worth over Rs 1000 lacs ( Rs. 100 million ) in the year 2016. Once established these products should eventually bring in annual sales of over Rs 3000 lacs ( Rs. 300 million ) from year 2017 onwards.
COMMENCEMENT OF SCREW TURBINE PRODUCTION
Commercial production of Screw Turbine commenced during the year and the first fully indigenously designed and manufactured 11 kW turbine was installed and commissioned at Chalakudy project of Kerela State Electricity Board.
The order for 21 screw turbines worth over Rs 4500 lacs ( Rs 450 million ) for Sardar Sarovar Narmada Nigam Limited was finally received in the third quarter of the year and this will enable the company to emerge as a major player in small hydro power generation equipment business in the Indian market as well as in the Asian region.
(B) PROSPECTS FOR YEAR 2016-17
DOMESTIC MARKET SITUATION :
The domestic order book position as on 30th June 2016 (Orders in hand as on 1st April plus orders received in Q1/2016-17 less sales effected in Q1) is Rs. 12,158 lacs (Rs. 1215.8 million) and Sales up to end of Q1 for 2015-16 is Rs. 1,549 lacs (Rs. 154.9 million).
Further orders worth Rs. 639 lacs (Rs. 63.9 million) are already negotiated and expected to be received within next two month from domestic market.
The company has set a domestic sales target of Rs. 13,982 lacs (Rs. 1398.2 million) for the year 2016-17. This target is about 52% higher than the sales achieved in the year 2015-16.
The domestic order book position can be considered to be excellent as it is nearly equal to the yearly sales target set by the company for the year 2016-17.
Overall the company performance in the domestic market is expected to improve based on possible revival in the Indian economy, strong order book position, new product launches etc .
INTERNATIONAL MARKET SITUATION :
The export order book position as on 30th June 2016 (Orders in hand as on 1st April plus orders received in Q1/2016-17 less sales effected in Q1) is Rs. 2,799 lacs (Rs. 279.9 million) and Sales up to end of Q1 for 2015-16 is Rs. 303 lacs (Rs. 30.3 million).
Further orders worth Rs. 460 lacs (Rs. 46 million) are already negotiated and expected to be received within next two month from export market.
The company has set export sales target of Rs. 2,418 lacs (Rs. 241.8 million) for the year 2016-17. This target is about 25% higher than the sales achieved in the year 2015-16.
The export order book position can be considered to be extremely excellent as it is more than the yearly sales target set by the company for the year 2016-17.
The company is now pushing the Mahr Machinenbau Screening products portfolio in new markets. This push has been quite successful and the company has already received the first orders for supply of Mahr Maschinenbau screens to projects in Bahrain, UK and USA.
The company is also putting effort into introducing the Archimedean screw pumps and turbines in the markets of Malaysia and Thailand and expects to get initial breakthrough in this year.
The company received a maiden order for 900 nos newly developed ZFI valves from the US distributor who is committed to buy over 5000 valves per year worth over Rs. 1000 lacs (Rs. 100 million) from 2017-18 for the industrial market in USA.
Overall the company performance in the international market is expected to improve based on entry into new markets, new product launches and value engineering initiatives under process to improve the product efficiency and reduce the cost of products. As a result of all these initiatives the company expects to significantly improve on export sales in the year 2016-17.
SALES GROWTH :
The company has set a Sales target of Rs. 16400 lacs (Rs. 1640 million) for the year 2016-17. This target is about 47 % higher than the sales achieved in the year 2015-16.
The total order book position as on 30th June 2016 (Orders in hand as on 1st April plus orders received in Q1/2016-17 less sales effected in Q1) is Rs. 15085 lacs (Rs. 1508.5 million) and Sales up to end of Q1 for 2015-16 is Rs. 1893 lacs (Rs. 189.3 million).
Based on the orders in hand and the sales achieved in Q1 of 2016-17 it should be possible to achieve the sales target set for the year.
However most of the infrastructure companies in India are in poor financial condition due to squeeze on funding of projects by the government and strict monitoring of credit by Banks. As a result of this situation there is a general delay in execution of projects and many of the clients are not able to take deliveries by opening L/C’s or making payments as per agreed terms. The acute financial situation faced by the infrastructure industry in India is expected to continue till the end of this financial year ie March 2017. This is a major cause of worry and possibly the only probable reason of failure in meeting the sales target set for the year.
NEW DEVELOPMENTS :
The company has decided to tie up with Nordic Water, Sweden for Disc filters business in India. This product has annual potential of Rs. 15-20 crores business due to the changes in the national policy on discharge of treated waste water in rivers. This product will be manufactured at the Fabricated products plant of the company.
The company has also decided to tie up with Probig, Austria for Non metallic rectangular scraper systems in India. This product has huge potential in process industry and will help the company subsidiary Shivpad, Chennai in achieving leadership position in the scraper business in future.
ACQUISITION IN USA :
The company is pleased to inform that it has been successful in acquiring assets and intellectual property rights of Rodney Hunt, USA from VAG, USA. Rodney Hunt is a 170 year old company in the field of water control gates located at Orange, MA and is the most prestigious name in the water control gates business. It is also the preferred company for most of the prestigious projects worldwide needing critical water control gates.
USA is one of the biggest market in the world for water control gates with annual potential in excess of USD 50 million ( Rs. 3250 Million ) and Rodney Hunt has a major share of this business since it is approved by all the cities and authorities in USA. Hence this acquisition will enable the company to cater to all those municipal projects in USA where Rodney Hunt is an approved supplier.
This acquisition has to be completed by end of December 2016 and upon completion of this acquisition the Company will become one of the biggest players in the water control gates business worldwide.
This acquisition will also help the company in selling other products like Mahr Maschinenbau screens and Jash Schuette Knife gate valves in the municipal market.
B. DIVIDEND:
The company has declared a dividend of 20% on pro rata basis i.e. Rs. 2.00/- per share of Rs.10/- each for the year.
C. MATERIAL CHANGES AND COMMITMENT AFTER BALANCE SHEET DATE:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.
D. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
For the financial year ended 31st March, 2016, Your Company has not transferred any amount to General Reserve out of profits available for appropriation.
E. CORPORATE GOVERNANCE:
The provisions of the SEBI relating to Corporate Governance do not apply to the company. However, conscious of their responsibility, measures have been taken to bring about greater transparency in the management of the company and the management voluntarily complies with the certain provisions of the corporate governances. Board and Committee meetings have been regularly held, shareholders consents have been obtained wherever required and all legal compliance’s ensured timely.
F. CORPORATE SOCIAL RESPOSIBILITY:
The Company has developed and implemented Corporate Social Responsibility initiatives as the said provisions are applicable and is annexed as Annexure 1.
The Company has formed a CSR Committee and its composition is as under :
Sr. No. Name Nature of Directorship Designation in Committee
1. Mr. Rohit Arvindbhai Patel Non-Executive Independent Director Chairman
2. Mr. Neeraj Desai Non-Executive Independent Director Member
3. Mr. Laxmi Nandan Amin Managing Director Member
The roles & responsibilities of CSR Committee will be as follows:
(a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company as specified in Schedule VII of Companies Act, 2013;
(b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and
(c) monitor the Corporate Social Responsibility Policy of the Company from time to time.
(d) Adhere to Section 135 of the Companies Act, 2013 & Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modifications, amendments or re-enactments thereto for the time being in force).
(e) All other activities as informed or delegated by the Board of Directors from time to time.
For the FY 2014-15, due the fact that the CSR Committee was formed at the end of the year i.e. 26th March 2015 after getting the required Independent Directors and FY 2014-15 being the first year for CSR Expenditure mandated by the Companies Act, 2013; the Company was not able to discover avenues for such spending and thus the Company made no CSR Expenditure for the FY 2014-15.
For the FY 2015-16, after due recommendation from the CSR Committee, the Company approached the Indore Municipal Corporation for seeking approval for constructing new fully equipped school building at Village Bardari (Indore) where the Unit II of the Company is situated. However, due to the fact that the said proposal did not receive any firm reply from the concerned authority, hence the Company could not make any expenditure for the FY 2015-16.
However, the Company has started searching other viable avenues and is very much confident & committed for making the CSR Expenditure in various areas earmarked in the CSR Policy of the Company for spending the necessary corpus of funds for the FY 2014-15, 2015-16 and 2016-17.
G. ANNUAL RETURN:
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information.
H. DIRECTORS’ RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the year ended March 31st, 2016, 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 31st , 2016 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.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2015-16.
I. DIRECTORS:
S.No. Director Name DIN Designation
1. Laxmi Nandan Amin 00007735 Managing Director
2. Pratik Patel 00780920 Managing Director
3. Axel Schutte 02591276 Director
4. K. Mukundan 02756249 Nominee Director
5. Rohit Arvindbhai Patel 00174467 Independent Director
6. Neeraj Desai 00356873 Independent Director
Pursuant to the provisions of Section 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 modifications or re-enactment thereof for the time being in force) Rohit Arvindbhai Patel & Neeraj Desai, the Independent Directors were appointed by the shareholders of the Company as Directors not liable to retire by rotation at their duly held 41st AGM held on 18th September 2015 and shall hold office for 5 years from their date of appointment i.e. 26th March 2015.
Further, the Private Equity Investor in the Company, M/s. Pragati India Fund Limited (PIFL) has removed Mr. Narayanan Shadagopan (DIN: 03469992) as their Nominee Director from the Board of the Company with effect from 04th November 2015. Further to the same, PIFL appointed Mr. K. Mukundan (DIN: 02756249) being the CEO of the UTI Capital Pvt. Ltd. (fund manager of PIFL in India) as Nominee Director on the Board of the Company with effect from 25th January 2016.
J. KEY MANAGERIAL PERSON:
As per Section 203 of the Companies Act, 2013 the provision of Key Managerial Personnel is not applicable to the company since the paid up share capital of the company is less than Rs. 10 Crore.
K. DECLARATION BY INDEPENDENT DIRECTORS:
The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given their respective declarations in this regard and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013 and same forms the part of report.
L. MEETINGS OF THE BOARD OF DIRECTORS:
The following Meetings of the Board of Directors were held during the Financial Year 2014-15:
SN Date of Meeting Board Strength No. of Directors Present
1. 13th April 2015 06 06
2. 23rd July 2015 06 05
3. 11th September 2015 06 04
4. 06th November 2015 05 04
5. 25th January 2016 06 05
6. 05th March 2016 (Meeting of Independent Directors) 02 02
M. BOARD EVALUATION:
The Board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of 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.
N. AUDITORS:
The Statutory auditors of the company M/s Walker Chandiok & Co LLP (Grant Thornton), Chartered Accountants (Firm Registration No. 001076N/N500013), shall retire at the conclusion of the forthcoming annual general meeting and have submitted their willingness to get reappointed as Statutory Auditors of the Company from the conclusion of 42nd Annual General Meeting until the 43rd AGM of the Company, scheduled to be held in the year 2017 (subject to ratification of their appointment at every AGM) at such remuneration to be decided mutually between the Board of Directors and the Auditors.”
O. AUDITORS’ REPORT:
The Auditors Report being self-explanatory and not having any qualification needs no comments. However, for one case where there was a delay caused by the Company to transfer the Unpaid Dividend to Investor Education & Protection Fund as described in the Auditor’s Report for which your Company is in the process of making an application with the Ministry of Corporate Affairs for the compounding of offences as per the relevant provisions of the Companies Act.
P. COST AUDITOR & THEIR REPORTS:
The Company has Reappointed M/s M. P. Turakhia & Associates, Cost Accountant, the Cost Auditors of the Company for the year 2016-17 and the Cost Audit Report shall be filed to the Central Govt. within the stipulated time.
Q. NOMINATION AND REMUNERATION COMMITTEE:
The Company’s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors’ qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is as annexed as Annexure 2.
The Composition of Nomination & Remuneration Committee are as follow:
Sr. No. Name Nature of Directorship Designation in Committee
1. Mr. Rohit Arvindbhai Patel Non-Executive Independent Director Chairman
2. Mr. Neeraj Desai Non-Executive Independent Director Member
3. Mr. Laxmi Nandan Amin Managing Director Member
R. AUDIT COMMITTEE:
The audit committee has been reconstituted as per Section 177 of the Companies Act 2013 and the details of which has been annexed as Annexure 3.
The Composition of Audit Committee is as follow:
Sr. No. Name Nature of Directorship Designation in Committee
1. Mr. Neeraj Desai Non-Executive Independent Director Chairman
2. Mr. Rohit Arvindbhai Patel Non-Executive Independent Director Member
3. Mr. Pratik Patel Managing Director Member
S. SUBSIDIARIES:
The details of Company Subsidiaries are as under:
Sr. No. Name of the company Address Email
1. Shivpad Engineers Pvt. Ltd.
Regd. Office:
Plot No. 31, Sector C, Sanwer Road Industrial Area, Indore (M. P.)-452015
Administrative Office:
No. 7, 2nd Main Road, Nehru Nagar, Adyar, Chennai – 600020, Tamilnadu, India
Phone No. +91 44 2491 9052,
+91 44 4218 798
Fax No. +91 44 2491 5342 info@shivpad.com
2. Mahr Maschinenbau Ges.m.b.h
Kupferschmiedgasse 8,
A-2201 Hagenbrun Austria
Phone No. +43 2246 3521 gernot@mahr.at
3. Engineering & Manufacturing Jash Ltd
905, Silvercord Tower 2,30 Canton Road , Tsim Sha Tsui, Kowloon, Hong Kong Phone No. +(852) 23753180
4. Jash USA, Inc
4800, Sugar Grove Blvd, #602, Stafford, Texas, 77477, USA phone No. +(314) 449-8310
Other details of the subsidiaries as per the relevant provisions of the Companies Act, 2013 regarding subsidiaries of the Company are attached in Form AOC-1 as per Annexure 4 of this report.
T. LOANS, GUARANTEES AND INVESTMENTS:
Details of loans , guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note 15 of the notes to the financial statements.
U. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
V. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:
The Company continuously strives to adopt latest technology for improving productivity and product quality and reducing consumption of raw material, energy and other inputs.
W. RELATED PARTY TRANSACTIONS:
The Chairman informed the Board that the Company has made certain transactions with related parties during the financial year 2015-16 which are in ordinary course of business of the Company. The Board viewed the transactions as entered in the Financial Statements for the year 2015-16 and affirmed that these transactions are on Arm Length only and the company is not required to take any approval from the members of the company as per the requirement of the Companies Act, 2013. The Board considered and noted the same.
The information for the Related Party Transactions has been given in AOC-2 as Annexure no. 5.
X. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:
The Company is continuously engaged in the process of energy conservation through improved operational and maintenance practices.
It is not possible to compute energy consumption per unit of production since the products manufactured by the company are custom built comprising of non-standard items substantially varying in size, specifications etc.
Y. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company imports certain parts from its foreign collaborators as well as other foreign suppliers. The company also has to pay technical know-how fees and royalty to the foreign collaborators. Details of inflow & outflow of foreign exchange is as follows:
(In Rs.)
Particulars 2015-16 2014-2015
Inflow :
Foreign exchange earning at FOB value 18,79,55,700 18,31,13,081
Inflow: 18,79,55,700 18,31,13,081
Outflow :
A) CIF Value of Imports
i) Raw Material 1,98,19,648 2,83,76,983
ii) Store Item 5,92,37,934 6,24,66,554
iii) Capital Goods 28,74,283 2,93,423
B) Expenditure in foreign currency related to F.Y.
i) Travelling expenses 48,71,342 70,83,393
ii) Technical know-how fees Nil Nil
iii) Commission 35,44,008 47,87,782
iv) Dividend 44,29,683 37,97,573
v) Royalty Net of Tax 11,22,659 13,61,153
vi) Exhibition Exp. 23,19,125 9,55,659
vii) Salary & Bonus. 3,84,300 43,27,472
ix) Job Work and labour charges 18,90,521 41,38,456
Total outgo 10,04,93,503 11,75,88,448
Net foreign exchange earnings : 8,74,62,197 6,55,24,633
Z. 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 Audit 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.
AA. 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 2015-16 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.
AB. 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 senior 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.
AC. ACKNOWLEDGEMENT:
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, the bankers to the company, Pragati India Fund and various government agencies, customers, suppliers and shareholders throughout the year for their support and confidence shown in the management of the company.
FOR & ON BEHALF OF THE BOARD OF DIRECTORS
PRATIK PATEL LAXMINANDAN AMIN
DATE : 29th July,2016 DIN : 00780920 DIN : 00007735
PLACE : Indore Managing Director Chairman and
Managing Director
ANNEXURE 1
CORPORATE SOCIAL RESPONSIBILITY POLICY
Our CSR Policy
We are committed towards improving the quality of lives of people in the communities in which we operate. We wish to be a company which is respected by people for its commitment towards social causes.
We aim to achieve this by keeping in mind our corporate philosophy, kyosei, which means living and working together for common good. We would volunteer resources and time to the extent possible towards various social causes.
As a responsible company, we stand committed to the causes of Environment and Education. We would also support employees to contribute and share their time and skills towards the causes they feel passionate about.
We will operate in a manner that not just continues to generate an attractive return for shareholders, but also minimizes our impact on the environment and helps in replenishing the planet; while lending a helping hand to the community.
Our CSR Vision
Through sustainable measures, actively contribute to the Social, Economic and Environmental Development of the community in which we operate ensuring participation from the community and thereby create value for the nation.
Our CSR Mission
1. Ensuring socio-economic development of the community through different participatory and need- based initiatives in the best interest of the poor and deprived sections of the society so as to help them to become SELF-RELIANT and build a better tomorrow for themselves.
2. Ensuring environmental sustainability through ecological conservation and regeneration, protection.
Our Activities
The CSR activities we pursue will be in line with our stated Vision and Mission, focused not just around our plants and offices, but also in other geographies based on the needs of the communities.
The four focus areas where special Community Development programmes would be run are:
1. Eradicating hunger, poverty and malnutrition
o Provision of food, nutrition supplement, clothes etc for the poor, children and other deprived sections of the society.
o Supporting nutrition in anganwadi centres and building capacities of anganwadi workers to this effect.
o Provision of shelter for homeless.
o Promoting sanitation, making available safe drinking water
2. Promoting Health care including Preventive Health care through awareness programmes, health check-ups, provision of medicine & treatment facilities , providing pre natal & post natal healthcare facilities, prevention of female foeticide through awareness creation, program for preventing diseases and building immunity.
3. Ensuring environmental sustainability and ecological balance through :
o Plantation drives in schools, villages, our manufacturing units & offices/business premises and other areas in general;
o Reviving endangered plants, promoting agro-forestry;
o Protection of flora & fauna;
o conservation of natural resources
o Maintaining quality of soil, air & water.
o Adoption of wastelands to cultivate plants;
o Promoting biodiversity;
o Animal welfare and veterinary services.
o Technical support and Knowhow for improving farming and building capacities of small farmers.
o Promoting alternate energy resources.
4. Employment and livelihood enhancing vocational skills and projects including tailoring, beautician, mehandi application, bee keeping, food processing and preservation, vermi-composting and other Life Skill Training and livelihood enhancement projects.
In addition, the Company has identified the following areas for Community Development interventions:
5. Promotion of education especially among children, women, elderly and the differently abled including:
o Non-formal education programmes.
o Supporting schools with infrastructure like benches, toilets, potable water, fans etc.
o Supporting other educational institutions.
o Improving educational facilities in general.
o Supporting children for higher education.
6. Promoting gender equality and empowering women including:
o Adult literacy for women.
o Promoting and providing credit support to women's self-help and joint liability groups.
o Training in vocations pursued by women.
o Setting up homes for women & orphans;
o Setting up old-age homes & other facilities for senior citizens
o Setting up hostels for working and student women, day care centers for kids of working women
7. Rural Development Projects.
8. Other Activities
o Promotion of Sports with special focus on training for rural sports, nationally recognised sports, Paralympic sports, Olympic sports.
o Welfare for differently disabled persons
o Setting up public libraries
o Reducing inequalities faced by the socially and economically backward groups
o Protection of national heritage, art, culture and handicraft; Restoration of Buildings & sites of historical importance & works of art.
o Welfare of armed forces personnel, war widows and their dependants
9. Such other activities as the Board may consider to be appropriate.
Our approach to implementation
We will strive to implement the aforesaid CSR activities on our own to the extent possible. At the same time, we recognize need to work in partnership with other players also. This would include:
1. Collaborating with various organisation, which are registered as a Trust or a section 8 company under the Companies Act, 2013 or Society or NGOs or any other form of entity incorporated in India that specialise in the aforesaid activities.
2. Contribution to various funds which are aligned with our Vision and Mission e.g.
o Prime Minister's National Relief Fund
o Any other fund set up by the Central Government for :
? socio-economic development and relief.
? for the welfare of Scheduled Castes, the Scheduled Tribes, other Backward classes, minorities and women.
3. Collaborating or pooling resources with other companies to undertake aforesaid CSR activities.
CSR Funds
The corpus for the purpose of carrying on the aforesaid activities would include the followings:
• 2% of the average Net Profit made by the Company during immediately preceding three Financial Years.
• any income arising there from.
• surplus arising out of CSR activities carried out by the company and such surplus will not be part of business profit of the company.
Monitoring
The CSR department will provide regular progress report to the CSR Committee of the Board. This report would indicate:
1. Achievement since last progress report / during the last quarter in terms of coverage compared to the target and reasons for variance.
2. Achievement of the year-to-date in terms of coverage compared to the target, plans to overcome shortfalls if any and support required from the CSR Committee/Board to overcome the shortfalls.
3. Actual year-to-date spends compared to the budget and reasons for variance.
4. In respect of activities undertaken through outside Trust/Society/NGO's etc. there will be mechanism of monthly reporting of progress on each such activities and the amount incurred thereon.
The Board shall seek a short progress report from the CSR Committee on a quarterly basis.
ANNEXURE 2
NOMINATION & REMUNERATION POLICY
i. Composition
Sr. No. Name Nature of Directorship Designation in Committee
1. Mr. Rohit Arvindbhai Patel Non-Executive Independent Director Chairman
2. Mr. Neeraj Desai Non-Executive Independent Director Member
3. Mr. Laxmi Nandan Amin Managing Director Member
ii. Terms of reference:
The terms of reference / powers of the Remuneration Committee are as under:
• Administration and superintendence of Employee Stock Option Scheme (ESOS).
• Formulation of the detailed terms and conditions of the ESOS.
• Grant of stock options.
• Recommendation for fixation and periodic revision of compensation of the Executive Directors to the Board for approval.
• Review and approve compensation policy (including performance bonus, incentives, perquisites and benefits) for senior management personnel.
iii. The Company does not have any employee stock option scheme.
iv. Remuneration Policy:
The Remuneration Policy of the Company for managerial personnel is primarily based on the following criteria:
• Performance of the Company.
• Track record, potential and performance of individual managerial personnel.
• External competitive environment.
v. Remuneration of Directors:
Remuneration of Executive Directors is decided by the Board, based on the recommendations of the Remuneration Committee as per the remuneration policy of the Company, within the ceilings fixed by the shareholders. During the financial year 2015-16, remuneration of Rs. 76,43,803/- was paid to the Managing Directors.
vi. Remuneration to Non-Executive Directors:
During the year ended 31st March, 2016, the Company has not paid any remuneration either in the form of commission or sitting fee to its non-executive Directors.
ANNEXURE 3
AUDIT POLICY
i. The audit committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act 2013.
ii. The terms of reference of the audit committee are broadly as under:
a. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
b. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;
c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
d. Reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the board for approval, with particular reference to:
• Matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause © of sub-section 3 of section 134 of the Act
• Changes, if any, in accounting policies and practices and reasons for the same ¾ Major accounting entries involving estimates based on the exercise of judgment by management
• Significant adjustments made in the financial statements arising out of audit findings
• Compliance with listing and other legal requirements relating to financial statements
• Disclosure of any related party transactions
• Qualifications in the draft audit report
e. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
f. reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilize for the purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
g. Review and monitor the auditors’ independence and performance, and effectiveness of audit process;
h. Approval or any subsequent modification of transactions of the Company with related parties; x Scrutiny of inter-corporate loans and investments;
i. Valuation of undertakings or assets of the Company, wherever it is necessary;
j. Evaluation of internal financial controls and risk management systems;
k. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; x Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
l. Discussion with internal auditors of any significant findings and follow up there on;
m. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
n. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; Corporate Governance Report
o. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
p. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;
q. To review the functioning of whistle blower mechanism.
r. Approval of appointment of CFO;
s. The audit committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the board and may also discuss any related issues with the internal and statutory auditors and the management of the Company;
t. Carrying out any other function as is mentioned in the terms of reference of the audit committee;
u. Oversee financial reporting controls and process for material subsidiaries;
v. Oversee compliance with legal and regulatory requirements including
w. To mandatorily review the following information:
• Management discussion and analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the audit committee), submitted by management;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses;
• The appointment, removal and terms of remuneration of the chief internal auditor.
iii. The audit committee invites executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings.
iv. The previous annual general meeting (AGM) of the Company was held on 18th September 2015 and was attended by Mr. Pratik Patel, Chairman of the audit committee.
v. The composition of the audit committee and the details of meetings attended by its members are given below:
Sr. No. Name Nature of Directorship Designation in Committee
1. Mr. Neeraj Desai* Non-Executive Independent Director Chairman
2. Mr. Rohit Arvindbhai Patel Non-Executive Independent Director Member
3. Mr. Pratik Patel Managing Director Member
* The board was reconstituted as on 26th March, 2015 and Mr. Neeraj Desai was appointed as a member and chairman of the audit committee, Mr. Rohit Arvindbhai Patel and Mr. Pratik Patel was appointed as a member.
ANNEXURE 4
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129
read with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
S. 1 2 3 4
1 Name of the subsidiary Shivpad Engineers Pvt. Ltd. Jash Inc. USA Mahr Maschinenbau GmBH Engineering and Manufacturing Jash Limited
2 Reporting period for the subsidiary concerned, if different from the holding company’s reporting period No No Yes No
3 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. INR
Not Applicable
USD
66.33 EURO
75.09 HKD
8.54
4 Share capital 13,50,300 4,21,19,550 27,28,470 8.54
5 Reserves & surplus 2,87,00,910 (5,72,78,210) 11,85,64,106 (12,78,011)
6 Total assets 7,34,04,577 2,40,89,663 12,81,32,150 1,97,889
7 Total Liabilities 7,34,04,577 2,40,89,663 12,81,32,150 1,97,889
8 Investments NIL NIL NIL NIL
9 Turnover 8,46,89,145 1,50,09,285 2,73,34,562 NIL
10 Profit before taxation 1,47,39,998 (1,17,67,340) (31,52,579) (6,82,525)
11 Provision for taxation 50,81,040 NIL (5,38,621) NIL
12 Profit after taxation 96,58,958 (1,17,67,340) (36,91,200) (6,82,525)
13 Proposed Dividend 400% (Final Dividend Paid for FY 2015-16) Not Applicable Not Applicable Not Applicable
14 % of shareholding 100 100 100 100
Name of Subsidiaries yet to commence operations: Not Applicable.
Names of subsidiaries which have been liquidated or sold during the year: Not Applicable.
FOR JASH ENGINEERING LTD FOR JASH ENGINEERING LTD
[CIN: U28910MP1973PLC001226] [CIN: U28910MP1973PLC001226]
LAXMINANDAN AMIN PRATIK PATEL
[DIN: 00007735] [DIN: 00780920]
MANAGING DIRECTOR MANAGING DIRECTOR
ANNEXURE 5
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis
SN Name(s) of the related party and nature of relationship Nature of contracts /arrangements/trans actions Duration of the contracts / arrangements / transactions Salient terms of the contracts or arrangements or transactions including the value, if any Justification for entering into such contracts or arrangements or transactions Date(s) of approval by the Board Amount paid as advances, if any Date on which the special resolution was passed in general meeting as required under first proviso to Section 188
2. Details of material contracts or arrangement or transactions at arm’s length basis
SN Name(s) of the related party and nature of relationship Nature of contracts / arrangements / transactions Nature of Relation Duration of the contracts / arrangements / transactions Salient terms of the contracts or arrangements or transactions including the value, if any Date(s) of approval by the Board, if any Amount paid as advances, if any
1
Jash Precision Tools Limited Sale to Through Director & their relative Ongoing As per agreed terms & on Arms’ Length 13-April-2015
-
2 Schutte Meyer Ashwath Alloys Pvt Ltd Through Director & their relative Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
3 Shivpad Engineers Private Limited Subsidiary Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
4 Jash USA INC. Subsidiary Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
5 Mahr Maschinenbau GmbH Subsidiary Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
6 Microflat Datums Pvt. Ltd. Through Director & their relative Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
7 Jash Precision Tools Limited
Purchase from
Purchase from Through Director & their relative Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
8 Schutte Meyer Ashwath Alloys Pvt Ltd Through Director & their relative Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
9 Shivpad Engineers Private Limited Subsidiary Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
10 Mahr Maschinenbau GmbH
Services from Subsidiary Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
11 Microflat Datums Pvt. Ltd. Through Director & their relative Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
12 Jash Precision Tools Limited Through Director & their relative Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
13 Jash Precision Tools Limited Services To Through Director & their relative Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
14 Jash USA INC. Supply to Subsidiary Ongoing As per agreed terms & on Arms’ Length 13-April-2015 -
THE END.
DECLARATION BY INDEPENDENT DIRECTOR
To
The Board of Directors
JASH ENGINEERING LIMITED
31, Sector-C, Sanwer Road,
Industriel Area, Indore,
Madhya Pradesh
Sub: Declaration of independence under clause 49 of the Listing Agreement and sub- section (6) of section 149 of the Companies Act, 2013.
I, Mr. Rohit Arvindbhai Patel, hereby certify that I am a Non-executive Independent Director of JASH ENGINEERING LIMITED place and comply with all the criteria of independent director as envisaged in Clause 49 of the Listing Agreement and the Companies Act, 2013.
I certify that:
? I possess relevant expertise and experience to be an independent director in the Company;
? I am/was not a promoter of the company or its holding, subsidiary or associate company;
? I am not related to promoters / directors / persons occupying management position at the board level or level below the board in the company, its holding, subsidiary or associate company;
? Apart from receiving director sitting fees / remuneration, I have/had no pecuniary relationship / transactions with the company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial;
? none of my relatives has or had any pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
? Neither me nor any of my relatives:
a) holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year;
b) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of;
i) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
ii) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;
c) holds together with my relatives 2% or more of the total voting power of the company; or
d) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company; or
? I am not a material supplier, service provider or customer or a lessor or lessee of the company;
? I am not less than 21 years of age.
Declaration
I undertake that I shall seek prior approval of the Board if and when I have any such relationship / transactions, whether material or non-material. If I fail to do so I shall cease to be an independent director from the date of entering in to such relationship / transactions.
Further, I do hereby declare and confirm that the above said information’s are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for its correctness and shall be liable for fine if any imposed on the Company, its directors, if the same found wrong or incorrect in future.
I further undertake to intimate immediately upon changes, if any, to the Company for updating of the same.
Thanking you,
Yours faithfully,
ROHIT ARVINDBHAI PATEL
DIN: 00174467
SHREE ARVIND,
B/H PROFES PARK AVENUE CO-OP SOC,
VALLABH VIDYANAGAR, 388121, GUJARAT, INDIA
DECLARATION BY INDEPENDENT DIRECTOR
To
The Board of Directors
JASH ENGINEERING LIMITED
31, Sector-C, Sanwer Road,
Industriel Area, Indore,
Madhya Pradesh
Sub: Declaration of independence under clause 49 of the Listing Agreement and sub-section (6) of section 149 of the Companies Act, 2013.
I, Mr. Neeraj Desai, hereby certify that I am a Non-executive Independent Director of JASH ENGINEERING LIMITED place and comply with all the criteria of independent director as envisaged in Clause 49 of the Listing Agreement and the Companies Act, 2013.
I certify that:
? I possess relevant expertise and experience to be an independent director in the Company;
? I am/was not a promoter of the company or its holding, subsidiary or associate company;
? I am not related to promoters / directors / persons occupying management position at the board level or level below the board in the company, its holding, subsidiary or associate company;
? Apart from receiving director sitting fees / remuneration, I have/had no pecuniary relationship / transactions with the company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial;
? none of my relatives has or had any pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
? Neither me nor any of my relatives:
e) holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year;
f) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of;
i) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
ii) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;
g) holds together with my relatives 2% or more of the total voting power of the company; or
h) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company; or
? I am not a material supplier, service provider or customer or a lessor or lessee of the company;
? I am not less than 21 years of age.
Declaration
I undertake that I shall seek prior approval of the Board if and when I have any such relationship / transactions, whether material or non-material. If I fail to do so I shall cease to be an independent director from the date of entering in to such relationship / transactions.
Further, I do hereby declare and confirm that the above said information’s are true and correct to the best of my knowledge as on the date of this declaration of independence and I shall take responsibility for its correctness and shall be liable for fine if any imposed on the Company, its directors, if the same found wrong or incorrect in future.
I further undertake to intimate immediately upon changes, if any, to the Company for updating of the same.
Thanking you,
Yours faithfully,
NEERAJ DESAI
DIN: 00356873
51-72, 3A, KANCHAN ENCLAVE,
SOUTH TUKOGANJ, INDORE, 452001,
MADHYA PRADESH, INDIA
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