DIRECTORS' REPORT The Members, The Directors are pleased to present Twenty Ninth Annual Report together with the audited accounts of your Company for the financial year ended March 31,2015. OPERATIONS The revenue from operations (net of excise) of the Company for the year was Rs. 65,020.87 Lacs as against Rs. 58,006.94 Lacs in the previous year. Earnings before depreciation, interest, tax and amortization (EBDITA) stood at Rs. 3,000.14 Lacs against Rs. 2,727.94 Lacs in the previous year. In the current year the net sales in first quarter was Rs. 15,626 Lacs as against Rs. 15,105 Lacs in the corresponding quarter of the previous year which represent a growth of 3.45%. DIVIDEND The directors of the company are pleased to recommend a dividend of 20% (Rs.2.00 per share) subject to statutory compliances, and approval by the Shareholders in the Annual General Meeting for the year ended March 31,2015. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 was Rs. 386.45 Lacs. During the year under review the Company has not issued any shares or any convertible instruments. CAPITAL EXPENDITURE As at March 31, 2015, the gross fixed and intangible assets, including leased assets and capital work in progress, stood at Rs. 23,608 Lacs and the net fixed and intangible assets, including leased assets and capital work in progress, at Rs. 15,481 Lacs. Capital expenditure during the year amounted to Rs. 4,276 Lacs. DEPOSITORY SYSTEM As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2015, 29.30% of the Company's total paid-up capital representing 3,864,500 shares are in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization from eitherof the depositories. LISTING The Shares of your Company are listed on Bombay Stock Exchange Limited. The Listing fee for the year 2015-16 has been paid to the Stock Exchange. TRANSFERTO INVESTOR EDUCATION AND PROTECTION FUND The Company sends letters to all shareholders, whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made in co-ordination with the Registrar to locate the shareholders who have not claimed theirdues. During the year the Company has transferred a sum of Rs. 0.74 Lacs to Investor Education & Protection Fund, the amount which was due & payable and remained unclaimed and unpaid for a period of seven years as provided in Section 123 of the Companies Act, 2013. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred. SUBSIDIARIES, ASSOCIATE OR JOINT VENTURES COMPANIES The company does not have any subsidiary or associate company during the reporting period. The Company have Joint Venture as well as Technical Collaboration with U-Shin Ltd. Japan. DEPOSITS The Company has not accepted any deposits from the public during the year under review. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDERSECTION186 Particulars of loans given, investments made are given in the financial statement. During the year under review, the Company has neither given guarantee nor provided security to any one. RELATED PARTY TRANSACTIONS All the related party transactions are entered on arm's length basis and are in compliance with applicable provisions of the Act and Listing Agreement. All related party transactions are presented to the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. Related Party Transaction Policy as approved by the Board is uploaded on Company's Website at http://jpmgroup.co.in/pdf/pg/rptp.pdf. The details of the transactions with the Related Party are provided in the accompanying financial statements. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO All possible measures have been undertaken successfully by your Company to achieve the desired objective of energy conservation and technology absorption. Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014 is annexed as Annexure-I CORPORATE SOCIAL RESPONSIBILITY(CSR) The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at http://jpmgroup.co.in/pdf/pg/csrp.pdf As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes of providing homeopathy treatment through Homeopathic clinic, Sanitation & hygiene, Health care for visually impaired and physically challenged and promotion of education. The contributions in this regard have been made to the registered trust which is undertaking these schemes and activities. During the year, the Company has spent Rs. 11.26 Lacs (around 2.48% of the average net profits of last three financial years) on CSR activities. The Annual Report on CSR activities is annexed herewith marked as Annexure II. DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisions of Companies Act, 2013 and Article of Association of the Company Mr. J P Minda (DIN-00045623) will retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. The Board recommends his re-appointment as a Director of the Company. Mr. Anil Minda resigned from the Board with effect from May 28,2015, the Board places on record its appreciation of the immense contribution made by him. During the year under review, the members in last Annual General Meeting approved the appointments of Mrs. Vandana Minda as a non-executive Non-independent Director who is liable to retire by rotation and Mr. Bharat Bhushan Chadha, Mr. Shiv Raj Singh, Mr. Ashok Panjwani and Mr. Balraj Bhanot as non-executive Independent Directors who are not liable to retire by rotation. At the Board Meeting held on May 30,2014, Mr. Ashwani Minda, Managing Director (MD), Mr. S. K. Vijayvergia, Chief Financial Officer (CFO) were designated as "Key Managerial Personnel" of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. All independent directors shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. The details of program for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.jpmgroup.co.in. All the independent directors of the Company are made aware of their role, responsibilities & liabilities at the time of their appointment /re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions oftheir engagement. MEETINGS During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013 and Listing Agreement. REMUNERATION POLICY The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. VIGIL MECHANISM/WHISTLE BLOWER POLICY/ RISK MANAGEMENT In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the Company has adopted a Whistle Blower policy. This policy is also posted on Company's website. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaints received from any employee during the financial year 2014-15. AUDITORS M/s. S S Kothari Mehta & Co., Chartered Accountants, the Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible, for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment. EXPLANATION TO AUDITOR'S REMARKS The Board has taken note of the Observations made by the Auditors in their Report. The issues raised by them are being appropriately monitored by the Management regarding further strengthening of physical verification process of fixed assets and inventories. The remarks with reference to vacation of the office by a director given in the report is self-explanatory. SECRETARIAL AUDITOR The Board has appointed M/s RSM & Co. Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure- III to this Report. EXPLANATION TO SECRETARIAL AUDITOR'S REMARKS The Board has taken note of the observations made by the Secretarial Auditor which is self-explanatory. The Company tried its best to appoint the Company Secretary, commensurate with the profile of the Company. The Company is still in process of identify the suitable Company Secretary and shall be able to do the very soon. Mr. Anil Minda Director resigned from the Directorship of the Company with effect from May 28,2015. INTERNAL AUDIT & CONTROLS The Company continues to engage M/s Kanchan & Associates, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions ofAudit Committee on an ongoing basis to improve efficiency in operations. PARTICULARS OF EMPLOYEES Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure IV to the Directors' Report. HUMAN RESOURCES Your Company treats its "Human Resources" as one of its most important assets. The Company has taken pragmatic steps for strengthening organizational competency through involvement and development of employees as well as installing effective systems for improving the productivity, quality and accountability at functional levels. INDUSTRIAL RELATIONS During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels. MANAGEMENT DISCUSSION & ANALYSIS Adetailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report. EXTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE-V CORPORATE GOVERNANCE As required by the existing clause 49 of the listing agreements with the stock exchanges, a detailed report of Corporate Governance as well as Corporate Governance Compliance Certificate is included in the Annual Report and marked as Annexure-VI. DIRECTORS" RESPONSIBILITYSTATEMENT Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that:- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; -accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period. -proper and sufficient care has been taken 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; -the annual accounts have been prepared on a going concern basis; and; -Internal financial controls followed by the company and those internal financial controls are adequate and were operating effectively; -proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. ACKNOWLEDGMENTS Your Directors would like to express their appreciation for the assistance and co-operation received from of U-shin Ltd., Japan and customers, banks, NBFC's, government authorities, vendors and members and all other business associates during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the employees of the Company at all levels, for their whole-hearted co-operation and unstinted support. The Directors look forward to a bright future and further growth with confidence. For and on behalf of the Board J. P. Minda Chairman DIN:00045623 Place: Gurgaon Date: August 12, 2015 |