DIRECTORS' REPORT Dear Shareholders, Your Directors have immense pleasure in presenting their 28th Annual Report along with the Audited Results of the Company for the year ended 31st March, 2015. DIVIDEND As the Company has not made any substantial profit during the financial year 2014-15, the Board has not recommended any dividend for the year ended 31st March 2015. COMPANY'S PERFORMANCE Revenue from operations for the unancial year 2014-15 at Rs. 46,148.58 lakhs, was higher by 48.29% over last year (Rs. 31,119.92 lakhs in 2013-14). Profit before tax (PBT) for the year is Rs. 1,180.62 lakhs from Rs. 604.96 lakhs in 2013-14. Prout after tax (PAT) for the year is Rs.947.55 lakhs recording a growth of 34.28% over the PAT of Rs. 705.61 lakhs in 2013-14. Reserves and surplus of the Company has decreased from Rs. 13,518.95 lakhs in the year 2013-14 to Rs. 11,052.33 lakhs in the financial year 2014-15. The Company has a Net worth of Rs.16090.65 as on 31st March, 2015 in comparison to Rs. 14958.47 as on 31st March, 2014. CHANGES IN SHARE CAPITAL During the Financial Year 2014-15, the share capital of the Company has been increased from 15 Crores to 52.50 Crores. There has been Bonus Issue on 31st July, 2015 whereby the Issued, Subscribed and paid-up Share capital has increased from 14.39 crores to 50.38 crores, pursuant to allotment of 35988010 equity shares of Rs 10/-each in the ratio of 5:2 as fully paid up bonus shares to the Equity Shareholders of the Company. DISCLOSURE REGARDING ISSUE OF EQUITYSHARES WITH DIFFERENTIAL RIGHTS The Company has not issued any Equity Shares with Differential Rights. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITYSHARES The Company has not issued any Sweat Equity Shares. SUBSIDIARY COMPANIES The Company has no subsidiary as on 31st March, 2015. STOCK EXCHANGE REQUIREMENTS The Equity shares of the Company are being traded at Bombay Stock Exchange, Phiroze Jeejebhoy Towers, Dalal Street, Mumbai and at National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai. DEPOSITS As in the previous year your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2003 from the Shareholders/Public during the year under review. ENVIRONMENT PROTECTION AND POLLUTION CONTROL Company is compliant with all the rules and regulations of the Jharkhand State Pollution Control Board and regularly monitors and keeps the effluents, emissions and waste disposals from the works well within the stipulated parameters as perthe Environment Conservation & Pollution Control Laws. The Company is of ISO 14001/2004 and OHSAS 18001/2007 certified and maintains its commitment towards according priority to Environment, Occupational Health and Safety as part of its work culture. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL At the last annual general meeting, held on September 27, 2014 Mr. AnubhavDham, Mr. Gautam Malhotra, Mr. John Ernest Flintham were appointed as directors liable to retire by rotation Pursuant to Section 152 of the Companies Act, 2013. Mr. Gautam Malhotra retires by rotation and being eligible offers himself for re-appointment at the ensuing annual general meeting. Mr. John Ernest Flintham also retires by rotation and being eligible offers himself for re-appointment at the ensuing annual general meeting. Pursuant tothe provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Sanjay Chhabra and Mr. Ashok Mittal were appointed as independent directors, for five years, at the annual general meeting of the Company held on September 27,2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. As part of leadership development, Mrs. Bhama Krishnamurthy was appointed as Non-Executive Independent Additional Director with effect from March 27, 2015 whose term of office expires at the ensuing Annual General Meeting of the Company. As perthe provisions of Section 149 of the Act, an independent director shall hold office for aterm up to five consecutive years on the Board of a company and is not liable to retire by rotation. Mrs. Krishnamurthy has given a declaration to the Board that she meets the criteria of independence as provided under Section 149 (6) of the Act. In compliance with the provisions of Section 149 read with Schedule IV of the Act, and with approval of the Nomination & Remuneration Committee, which commends her appointment as an Independent Director for a period of five years is being placed before the Members in general meeting for their approval. Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. Sanjay Tiku, Chief Executive Ofucer and Whole Time Director, Mr. Sandeep Singh Surya, Chief Financial Ofucer and Ms. Mona K Bahadur, Company Secretary as key managerial personnel of the Company were for malised. NUMBER OF BOARD MEETINGS Ten meetings of the board were held during the year 2014-15. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. PERFORMANCE EVALUATION OF BOARD 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 as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). 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 like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. 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 nonexecutive 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. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134(5) of the Companies Act, 2003 the Directors hereby confirm: 1. That in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure. 2. That the selected accounting policies were applied consistently and the directors 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 31st March, 2015 and of the profits for the year ended on that date. 3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2003 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. 4. That the annual accounts have been prepared on a going concern basis. 5. That internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively. 6. That proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were 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 unancial controls were adequate and effective during the unancial year 2014-15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Boards' Report. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report. AUDITORS Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. AC Gupta & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the twenty-seventh annual general meeting (AGM) of the Company held on September 27,2014 till the conclusion of the thirty-first AGM to be held in the year2018, subject to reticulation of their appointment at every AGM. MATERIAL CHANGES & COMMITMENTS Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of report. As required under Section 134(3) of the Companies Act, 2013, the Board of Directors informs the shareholders that during the period under review, no changes have occurred in the nature of the Company's business or in the nature of the business carried on by them and generally in the classes of business in which the Company has an interest. RISK MANAGEMENT The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identiued by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS The particulars of loans, guarantees and investments have been disclosed in the unancial statements. TRANSACTION WITH RELATED PARTIES None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties Pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report. ENVIRONMENT, HEALTH AND SAFETY Company has made significant contribution towards conservation of energy. Innovation and technological up gradation of processes and methods have made significant impact in the overall consumption of natural resources, energy, fuel etc. Company's management is consistently involved in promoting eco-friendly measures like planting of trees in and around the Work units, creating new gardens, Rain Water Harvesting, usage of transparent sheets for natural sunlight inside the plant, use of turbo ventilators for ventilation purpose and for minimizing the carbon footprints, use of propane gas in the heat treatment plants for reducing the carbon emissions, minimizing effluents through better monitoring and corrective measures, reduction of quantum of input material, whether it is steel, or usage of inert gases for welding through Value Analysis/Value Engineering activities. All Statutory safety norms are diligently followed by the Company. Safety is accorded prime importance in the organization. Each Plant has Safety Committee to oversee the safety of the workforce through ensuring safe working conditions and well informed and duly trained workers. Safety audits and evacuation drills are conducted regularly and all staff members are encouraged to take part in the same and training for the awareness of the employees are conducted at regular intervals. Company has a personal Accident Insurance Policy (group) for ensuring welfare and security to the employees and their families. CORPORATE GOVERNANCE The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report. ANNUAL RETURN EXTRACT As provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-I in the prescribed Form MGT-9, which forms part of this report. CORPORATE SOCIAL RESPONSIBILITY The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company. EMPLOYEE STOCK OPTIONS Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2014 under the "JMT ESOP Plan- 2012" are set out as Annexure-III to this Directors' Report. RELATED PARTYTRANSACTIONS As provided under Section 134(3)(h) of the Act and the Rule 8(2) of the Companies (Accounts) Rules, 2014 the extract of annual return is given as Annexure-IV in the prescribed Form AOC-2, which forms part of this report. SECRETARIAL AUDIT REPORT The auditors' report and secretarial auditors' report does not contain any qualiucations, reservations or adverse remarks. Report of the secretarial auditor is given as Annexure-V which forms part of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO The relevant data regarding the above is given in the Annexure-VI hereto and forms part of this report. MANAGEMENT DISCUSSION & ANALYSIS A detailed review of operations, performance and future outlook of the Company is given separately as Annexure-VII, underthe head "Management Discussion and Analysis Report" and forms a part of this report. DISCLOSURE REQUIREMENTS As per Clause 49 of the listing agreements entered into with the stock exchanges, Corporate Governance report with Auditors' certiucate thereon and management discussion and analysis are attached, which form part of this report. As per Clause 55 of the listing agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report. Details of the Familiarization Programme of the independent directors are available on the website of the Company (URL: www.jmtauto.com/investors Policy on dealing with related party transactions is available on the website of the Company (URL: www.jmtauto.com/ investors). The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.jmtauto.com/investors). ACKNOWLEDGEMENTS The Board of Directors place on record their gratitude for the co-operation, patronage and support received from Financial Institutions, Bankers, Government Bodies and employees at all levels. Your directors also wish to acknowledge the contribution made by the employees at all levels and above all the trust and confidence reposed by the shareholders. For and on behalf of the Board of Directors Sd/- Sanjay Tiku CEO & Whole Time Director DIN-00300566 Place : New Delhi Date : 14.08.2015 |