Jash Engineering Ltd Directors Report.

To,

The Members of

JASH ENGINEERING LIMITED

Your Directors have pleasure in presenting the 48th Directors 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, 2022.

1. FINANCIAL HIGHLIGHTS

The financial statements of the Company are in accordance with the Indian Accounting Standard IND AS and as per the provision of Section 133 of the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014 and amendments thereof. The standalone and consolidated financial highlights of the Company for the financial year ended March 31st , 2022 are summarized below:

(Rs in Lacs)

Standalone Consolidated
Particulars 2021-22 2020-21 2021-22 2020-21
Total Income 26447.83 21937.63 37361.93 30228.96
Expenditure other than financial charges and depreciation 22198.03 17231.91 32073.86 24775.03
Gross Profit before Interest, Depreciation & Taxes 4249.80 4705.72 5288.07 5453.93
Less: Interest & Financial Charges 826.33 929.67 860.94 981.70
Less: Depreciation 646.33 565.14 969.16 855.38
Less: Earlier years adjustments - - - -
Net profit before tax for the year 2777.14 3210.91 3457.97 3616.85
Provisions for tax 301.17 441.03 240.15 564.98
Net Profit after Tax 2475.97 2769.88 3217.82 3051.87
Less: Other Comprehensive Income (10.95) 38.05 (2.68) (44.99)
Total Comprehensive Income 2486.92 2731.83 3220.50 3096.86
No. of Equity Shares 11941328 11836598 11941328 11836598
Equity Shares held In ESOP Trust - 34570 - 34570
Earnings Per Share* 20.84 23.40 27.09 25.78
Diluted EPS 20.54 23.35 26.70 25.73

*EPS has been derived based on weighted average number of shares

2. STATE OF AFFAIRS OF THE COMPANY: A. BUSINESS ACTIVITIES OF THE COMPANY

Your company is involved in the business of design and manufacture of a wide range of equipment for Water Intake Systems, Water and Waste Water Pumping Stations and Treatment Plants, Storm Water Pumping Stations, Water Transmission Lines, Power, Steel, Cement, Paper & Pulp, Petrochemicals, Chemical, Fertilizers and other process plants.These equipment are Water control gates, Mechanized screening systems, Screening conveying and washing systems, Knife gate valves, Water hammer control valves, Energy dissipating valves, Archimedes screw pumps, Micro hydro turbines, Clari ers, Clari occulators, Flash Mixers, Degriters, Aerators, Thickeners, Gravity Decanters, Trickling Filters, Digester Mixers, DAF Units and solid handling valves. The company has already added new product line of Disc Filters and Air Vessels to augment its product offering.

Your company offers a single stop solution under one roof including Design, Casting, Fabrication, Assembly & Testing and provides the most varied range of these products in largest possible sizes. To ensure this, the company is continuously investing in its manufacturing capability as well as in development of new products & technologies either on its own or through collaboration with suitable technology partners and leaders in the trade.

The company is a market leader in India for most of the products that it manufactures and is also among the first 5 in the world in the Water control gates business. Various brands belonging to the company and its subsidiaries are approved and registered in most of the countries and this ensures availability of wide export market for the company. Over 50% of company revenue comes from sales outside India and the company aims to increase this to nearly 65% in next 2 years time so as to become a truly Indian Multinational company with majority of revenue coming from outside India.

B. YEAR IN RETROSPECT

(i) PERFORMANCE

In the financial year 2021-22, the company achieved significant growth in its consolidated income as well as pro t. The Consolidated total income of the Company for the year at Rs. 37,361.93 lacs (Rs. 3,736.19 million) shows a growth of approximately 23.6% over the previous year total income of Rs. 30,228.96 lacs (Rs. 3,022.89 million). The Consolidated net profit of the Company for the year is Rs. 3217.82 lacs (Rs. 321.78 million) as compared to previous year net profit of Rs. 3051.87 lacs (Rs. 305.18 million), showing a reasonable growth of approximately 5.4% over the previous year. In the FY 2021-22, the US subsidiary has achieved significant profits as compared to last financial year. Increasing pro tability of US subsidiary will boost the net profits at the consolidated level in the coming years.

In the financial year 2021-22, the company achieved significant growth in its standalone total income. The standalone total income of the Company for the year at Rs. 26,447.83 lacs (Rs. 2,644.78 million) shows a growth of approximately 20.6% over the previous year total income of Rs. 21,937.63 lacs (Rs. 2,193.76 million). The standalone net profit of the Company for the year is Rs. 2,475.97 lacs (Rs. 247.59 million) as compared to previous year net profit of Rs. 2,769.88 lacs (Rs. 276.98 million), showing a decrease of approximately 10.6% over the previous year. Pro ts were impacted due to unprecedented spike in raw material prices since July 2021.

The standalone domestic revenue and other income of the Company for the year at Rs. 16,757.22 lacs (Rs. 1,675.72 million) shows a growth of 35.1% over the previous year revenue and other income of Rs. 12,405.95 lacs (Rs. 1,240.59 million). The standalone export revenue and other income of the Company during the year at Rs. 9,690.61 lacs (Rs.969.06 million) as compared to previous year revenue and other income of Rs. 9,531.68 lacs (Rs.953.16 million) shows an increase of 1.7 % over the previous year. Growth in exports was impacted due to crisis faced in international freight and covid related slowdown in various export markets.

(ii) NEW ACTIVITIES & DEVELOPMENTS

A new manufacturing facility for machining, assembly and testing of CI gates having a built up area of 25,000 sq. feet was commissioned at Unit 3 in SEZ Pithampur. This will greatly decouple the domestic and export production of CI gates as well as Knife gate valves enabling delivery improvement and capacity enhancement for both domestic as well as export business. Out of the 10 machines brought from Rodney Hunt Orange plant to India, 9 machines have been upgraded, commissioned and taken in production. This will significantly enhance the manufacturing capacity of the company and help in achieving standalone revenue of over Rs. 400 Crores by 2025-26.

The company has produced the first indigenously manufactured Disc Filter machines in India under technology tie up with INVENT of Germany. The company is actively pursuing to improve the indigenous content of these machines to over 95% and expect to achieve this target by March 2023. Further orders are already received for these machines and the company expects to have references of over 5 indigenously produced machines by end March 2023.

The company also developed and manufactured the first Air vessels at its plant. The company has already received follow up orders for Air vessels and expects to have manufactured over 10 Air vessels by March 2023. Manufacturing of air vessels will help the company to cater the whole ecosphere of water hammer control system for transmission pipelines and not limit itself to only one technology option that it had earlier. This development will help its special purpose valves group to scale up its business significantly.

(iii) SUBSIDIARIES

a) SHIVPAD ENGINEERS PVT. LTD., INDIA

Shivpad Engineers Pvt. Ltd. is a wholly owned subsidiary of the Company, operating in Ambattur Industrial Estate, Chennai 600058. Tamilnadu, India. It is engaged in Design, Manufacture and Supply of treatment process equipment for Water Treatment, Waste Water Treatment and Sewage Treatment Plants and also Chemical process Industry equipment related to solid - liquid separation viz., Milk of Lime preparation plant equipment, Multi-deck Clari ers, Rake & Screw Classi ers and other ancillary business.

In the financial year 2021-22, the company achieved growth in its turnover accompanied with significant improvement in pro t. The total income of the Company for the year at Rs. 2,363.54 lacs (Rs. 236.35 million) shows a growth of approximately 20.9% over the previous year total income of Rs. 1,955.72 lacs (Rs. 195.57 million). The net profit of the Company for the year was Rs. 406.33 lacs (Rs. 40.63 million) as compared to previous year net profit of Rs. 366.53 lacs (Rs. 36.65million), showing a growth of approximately 10.9% over the previous year.

The company continues to outperform its peers and is on track to become a major player in Indian market with standalone sales in excess of Rs. 5000 lacs (Rs. 500 million) in 5 years time.

b) JASH USA INC. / RODNEY HUNT INC., USA

Rodney Hunt Inc is a wholly owned subsidiary of the Company, operating in Houston, Texas 77036, USA with its manufacturing facility in Orange, Massachusetts. It is engaged in manufacturing wide range of water control gates and equipment for Water Intake Systems, Water and Waste Water Pumping Stations and Treatment Plants, Storm Water Pumping Stations, Water Transmission Lines and for various industries.

In the financial year 2021-22, the company achieved significant growth in its turnover accompanied with significant reduction in losses. The total income of the Company for the year at USD 17.78 million (equivalent to Rs. 13,481.09 lacs / Rs. 1,348.1 million) showed a growth of approximately 26.7% over the previous year total income of USD 14.03 million (equivalent to Rs. 10,642.81 lacs / Rs. 1,064.2 million). The net profit of the Company for the year was USD 0.63 million (equivalent to Rs. 482.35 lacs / Rs. 48.2 million) as compared to previous year net loss of USD -0.005 million (equivalent to Rs. -4.33 lacs / Rs. -0.43 million) showing an increase of approximately 11233.3% over the previous year loss.

Becoming pro table augers well for the company since it will help sway the skeptical buyers who were reluctant to place their orders on the company previously due to its poor financial situation.

c) ENGINEERING & MANUFACTURING JASH LIMITED, HONGKONG

Engineering & Manufacturing JASH Limited, is a wholly owned marketing subsidiary of the Company operating in Tsimshatsui, Kowloon, Hong Kong. It is engaged in marketing of Screening and Screening conveying equipment manufactured under E&M Jash Brand, a well-established and approved brand with DSD, Hongkong. The company has no employees and its products are made using Mahr Maschinenbau technology while manufacturing is done in Jash Engineering facility at SEZ Pithampur.

In the financial year 2021-22, the company has reported minor losses. The total income of the Company for the year was HKD 111,827 (equivalent to Rs. 10.84 lacs / Rs. 1.08 million) as against the previous year total income of HKD 1,238. (equivalent to Rs. 0.12 lacs / Rs. 0.01 million) The net loss of the Company for the year was HKD -77, 207 (equivalent to Rs. - 7.48 lacs / Rs. -0.74 million) as compared to previous year net loss of HKD -86174 million (equivalent to Rs. - 8.35 lacs / Rs. -0.83 million).

d) MAHR MASCHINENBAU Ges.m.b.H, AUSTRIA

Mahr Maschinenbau Ges.m.b.H, is a wholly owned subsidiary of the Company operating in Hagenbrunn, Austria. It is now engaged in development of new technology for Screening and Screenings handling equipment and all its manufacturing activities have been closed down.

In the financial year 2021-22, the company achieved moderate reduction in its total income accompanied with slight reduction in losses. The total income of the Company for the year at EURO 12,568 (equivalent to Rs. 10.64 lacs / Rs. 1.06 million) as against the previous year total income of EURO 278,011 (equivalent to Rs. 235.36 lacs / Rs. 2.35 million). The net loss of the Company for the year was of Euro 120,408 (equivalent to Rs. 101.94 lacs / Rs. 1.01 million) as compared to previous year net profit of Euro 62,681 (equivalent to Rs.53.07 lacs / Rs. 0.53 million) showing a reduction of approximately 292.1 % over the previous year pro t.

3. PROSPECTS FOR YEAR 2022-23

A. DOMESTIC MARKET SITUATION

Indias water demand is expected to be twice the available supply by 2030, implying severe water scarcity for millions of people. The Indian water and wastewater treatment market is growing and gaining widespread attention. The World Bank commented that India could comfortably achieve 7.5% gross domestic product (GDP) growth every year, but not 8.0% unless it implements effective water management strategies.

Government agencies are implementing regulatory and funding mechanisms to open up the water and wastewater treatment market for private investments. It is an opportune time for market participants to achieve significant growth as the industry shifts toward deriving more project value-based outcomes (total cost of ownership) and utilizing government expenditure efficiently.

Robust governmental initiatives, such as the Atal Mission for Rejuvenation and Urban Transformation, National Mission for Clean Ganga, Jal Jeevan Mission, and Community Drinking Water Schemes, contribute to the growth of the Indian water and wastewater treatment market.

B. INTERNATIONAL MARKET SITUATION

The Water and Wastewater Treatment Market is expected to reach a value of $956.48 billion by 2032, at a CAGR of 5.4% during the forecast period 2022 2032. The growth of the water and wastewater treatment market is driven by factors, such as the rapid population growth and urbanization, stringent water treatment regulations, the rising need for new water resources, the growing emphasis on water quality and public health, and the increasing prevalence of waterborne diseases.

Furthermore, the growing demand for energy-ef cient and advanced water treatment technologies is expected to provide significant growth opportunities for water and wastewater treatment system providers in the coming years. However, the high installation, maintenance, and operational costs are expected to hinder the growth of this market to a notable extent. In addition, the aging and deterioration of existing water infrastructure are the major challenges for the growth of the water and wastewater treatment market. The increasing demand for wastewater treatment is attributed to the growing necessity for an effective approach for the proper disposal of industrial wastewater. The water and wastewater treatment technologies market is expected to register a CAGR of over 7% during the forecast period (2022-2027). If this actually sees the light of the day then the export and foreign operations of the company can look forward to 5 years of solid growth from 2022-23 onwards.

C. SALES GROWTH STANDALONE

(i) JASH ENGINEERING LIMITED, INDIA

The total order book position of the Company as on 1st August 2022 (Orders in hand as on 1st April 2022 plus orders received till 31st July 2022 less sales effected till 31st July end 2022) is Rs. 33,826 lacs (Rs. 3,382.6 million). Adding orders received from Rodney Hunt, USA and E&M Jash, Hongkong for manufacturing of their products in India, the total order book position becomes Rs. 40,856 lacs (Rs. 4,085.6 million). Further orders worth Rs. 6,250 lacs (Rs. 625.0 million) are already negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2022 of approx. Rs. 5,388.83 lacs (Rs. 538.8 million), the current order book position & expected order in ow, we are looking at overall year on year growth of above 15% in the year 2022-23.

(ii) SHIVPAD ENGINEERS PVT. LTD., INDIA

The total order book position of the Company as on 1st August 2021 (Orders in hand as on 1st April 2021 plus orders received till 31st July 2021 less sales effected till 31st July end 2021) is Rs. 1,823 lacs (Rs. 182.3 million). Further orders worth Rs. 160 lacs (Rs. 16.0 million) are already negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2022 of Rs. 341.01 lacs (Rs. 34.1 million), the current order book position & expected order in ow, we are looking at overall year on year growth between 8 % to 12 % in the year 2022-23.

(iii) JASH USA INC. / RODNEY HUNT INC., USA

The total order book position of the Company as on 1st August 2021 (Orders in hand as on 1st April 2021 plus orders received till 31st July 2021 less sales effected till 31st July end 2021) is US$ 30.29 million (Rs. 22940 lacs / Rs. 2294.00 million). Further orders worth approx. US$ 0.61 million (Rs. 468 lacs / Rs. 46.8 million) are already negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2022 of approx. US$ 2.303 million (Rs. 1829.05 lacs / Rs. 182.9 million), the current order book position and expected order in ow, we are conservatively looking at overall year on year growth between 20 % to 24 % in the year 2022-23.

(iv) ENGINEERING & MANUFACTURING JASH LIMITED, HONGKONG :

With a view to cut down costs orders in this company are not being taken and instead are diverted to Jash Engineering Ltd., India . The company expects to take few orders in the third quarter of the year so as to meet limited expenses that it may have to incur towards audit, account preparation and general expenses of keeping the company operative.

(v) MAHR MASCHINENBAU Ges.m.b.H, AUSTRIA :

With a view to cut down costs orders in this company are not being taken and instead are diverted to Jash Engineering Ltd., India . The company will be billing Jash Engineering Ltd., India towards development activities from the third quarter of the year so as to meet limited expenses that it may have to incur towards audit , account preparation and general expenses of keeping the company operative.

D. SALES GROWTH CONSOLIDATED

The consolidated order book position of the Company as on 1st August 2021 (Orders in hand as on 1st April 2021 plus orders received till 31st July 2021 less sales effected till 31st July end 2021) is Rs. 58,600 lacs (Rs.5,860.0 million). Further orders worth Rs. 6,900 lacs (Rs.690.0 million) are already negotiated and expected to be received within next two months.

On the basis of the sales achieved till 31st July 2022 of approx. Rs. 6,920.68 lacs (Rs. 692.06 million), the current order book position and expected order in ow, we are looking at overall year on year growth of about 15 % in the year 2022-23 on consolidated basis.

4. FUTURE OUTLOOK & PLANS

A. RODNEY HUNT

Financial year 2022-23 is expected to be the year when Rodney Hunt is back in race to claim its erstwhile No. 1 position in US market. The company is expected to clock in revenue in excess of USD 22 Million with reasonable pro tability.

Two continuous years of pro tability will allay all doubts about the company and this should help it getting reestablished with its old clients and representatives leading to improvements in revenue in coming years. In the current financial year, the company will nally have recourse to funding from local banks as well as possibility of bonding and this should significantly change its ability to secure larger orders.

With induction of 5 employees having significant experience in water control gates products from India into Rodney Hunt, USA and with addition of experienced manpower at all levels of organization and in key positions within this year, the company would emerge as a strong and competent force to reckon with from next year. With a competent team in place at Houston and Orange, the company is quite con dent of continuing on this path of growth in future and reach the top position once again by achieving sales in excess of US$ 35 million in 5 years time.

B. CAPITAL INVESTMENT

Major capital investment is planned in Jash Engineering Ltd., Indore and in Shivpad , Chennai and minor investments are planned in Orange manufacturing facility.

Most of the investments in SEZ Unit 3 & 4 of Jash Engineering Ltd., Indore catering to export business has already been done. Any additional investments in these units will be more for improving quality and output and will not need more than Rs. 2 crores in investment in current year. Minor investment in Unit 1 Of Jash Engineering Ltd., Indore is also required for improvement of capability but is limited to less than Rs. 1 Crore. However major investment in current year will be in Unit 2 of Jash Engineering Ltd., Indore where the company is investing in a new manufacturing facility of about 30,000 sq feet. All existing stainless steel products manufacturing, assembly and testing will be re-located to this new facility alongwith manufacturing of Disc Filter machines and other new products. The existing plant will now cater mostly to carbon steel fabricated products and the increased area available in the plant will help in manufacturing products like Air vessels. This work on construction of this plant will be started in Oct 2022 and is expected to be completed by Dec 2023 at an expected investment of about Rs. 9 Crores. The total planned investment in all the 4 units of Jash Engineering Ltd., Indore is about Rs. 13 Crores and will be funded through debt and from internal resources. The investments will be done partially in year 2022-23 and partially in year 2023-24.

Shivpad will be building a new plant for which a 2 acres plot is already bought. On this plot a plant of approx. 45,000 sq feet will be built to manufacture fabricated products of Shivpad in 2 phases. In the first phase a facility of approx. 25,000 sq feet will be built up along with an office and canteen of approximate 10,000 sq feet for Marketing , Design , Administrative and Manufacturing staff. Work on first phase is expected to be started by Dec 2022 and completed by Dec 2023. The total investment on land and entire plant is expected to be around Rs. 12 Crores and will be funded through debt and from internal resources. The second phase will be taken up after 2-3 years time depending upon growth of the company.

The investments planned in Orange manufacturing facility are of minor nature and will not exceed USD 200,000/-.

C. NEW PRODUCT ADDITION / DEVELOPMENT

The company has a policy of adding new products every year with a view to improve its product portfolio and maintain its leadership position in India. Last year the company brought few products to commercial production stage and will work on establishing these products in the Indian market in the current financial year. The company also expects to start work on 2 more new products within this financial year. Details of these developments are given hereunder-

(I) DISC FILTERS:

The company had already tied up with Invent Germany for manufacture of Disc Filters in India. The first 2 machines for Indian market were manufactured in end of financial year 2021-22 and dispatched to client in current financial year. These first 2 machines had import content of upto 50% and the company is now working on reducing the import content on these machines to less than 5% and expects to achieve this by March 2023. This should make the machines quite attractive price wise and help company achieve its aim of becoming a leading player in India for these type of machines. These machines are expected to contribute about Rs. 3 Crores to the revenue of the company in the current financial year and about Rs. 15-20 Crores annually in few years time depending upon how successful the company is in this product.

(ii) AIR VESSELS:

The company manufactured the first air vessel in the end of financial year 2021-22 and since then has manufactured 2 more air vessels. By March 2023 the company expects to deliver 10 nos air vessels in the market so as to be considered as a reliable supplier of this equipment in India.

The company will also start work on Air bladder vessels this year so that it can offer Air vessels as well as Air bladder vessels in the market place. Air vessels are expected to contribute about Rs. 5 Crores to the revenue of the company in the current financial year and about Rs. 10-15 Crores annually in few years time depending upon how successful the company is in this product.

(iii) AGITATORS AND MIXERS

Invent, Germany is world leader in this technology and is interested to develop this business in India with Jash. An agreement with Invent has nally been signed with them in April 2022 and a formal agreement on specific products and stages of development will be nalized with them by Oct 2022. The company has already commenced development of parts of these products and have started exporting these parts to Invent for their market. Export of parts to Invent is expected to contribute about Rs. 5 Crores to the revenue of the company in the current financial year. At this point of time it will be too hazy to give forecast for this product contribution to company revenue in coming years.

(iv) VORTEX GRIT REMOVING SYSTEM & SCREEN - GRIT COMBO UNIT

The company is tying up with an European company to produce these equipment in India. The company has already secured order for both of these equipment and this should help the company is rapidly rolling out these products in the Indian market. A formal agreement is expected to be signed by Nov 2022 for manufacturing these products in India. These products are expected to contribute about Rs. 2 Crores to the revenue of the company in the current financial year and about Rs. 5-6 Crores annually in few years time depending upon how successful the company is in this product.

5. OCCUPATION HEALTH & SAFETY (OH&S):

Your company involved in an initiative which results to positive engagement of personnel on the plant at every level with regard to safety, two key areas of focus were identified, namely facility Management for the employees and Equipment, Tools & Material Management. The Facility management initiative was implemented to ensure adequate welfare facilities for labor such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management Program ensured that the tools used by them were safe. The process of screening was aligned with the Companys objectives to ensure Zero Harm. The Company has complied with all applicable environmental and labor laws.

6. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY:

As on 31st March, 2022 your Company having following companies wholly owned subsidiaries. Further, your company is not a subsidiary, associate or joint venture of any other company during the period under review: -

S. No. Name of the Company Status as on 1st April, 2021 Any change in status Status as on 31st March, 2022
1 Shivpad Engineers Pvt. Ltd. Wholly Owned Subsidiary - Wholly Owned Subsidiary
2 Jash USA Inc. USA - Rodney Hunt Inc. USA (SDS of Jash USA Inc. USA) Wholly Owned Subsidiary - Wholly Owned Subsidiary
3 Mahr Maschinenbau Ges. mbH Wholly Owned Subsidiary - Wholly Owned Subsidiary
4 Engineering and Manufacturing Jash Limited Wholly Owned Subsidiary - Wholly Owned Subsidiary

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of your Company which is forming part of this Annual Report. Further, a Statement containing salient features of financial information of the wholly owned subsidiaries is disclosed in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure-A.

In accordance with Section 129(3) of the Act and Indian Accounting Standard (IND As)-110 on Consolidated Financial Reporting, the Company has prepared its Consolidated Financial Statement along with all its subsidiaries, in the same form and manner, as that of the Company, which shall be laid before its ensuing AGM along with its Standalone Financial Statement. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended 31st March, 2022, forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial Statements, the Consolidated Financial Statements and the related information of the Company and the Audited Accounts of the Subsidiary Company, are available on our website i.e . www.jashindia.com.

7. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis forms an integral part of this report and is annexed as Annexure- B which gives details of the overall industry structure, economic developments, performance and state of affairs of the Companys various businesses

8. DIVIDEND:

Board of Directors of the Company, on its meeting held on 30.5.2022 recommended, subject to approval of shareholders, a nal dividend of 36% on Face Value of fully paid up Shares i.e. Rs. 3.60/- per share of Rs. 10/- each for the Financial Year 2021-22. The aggregate amount of nal dividend is Rs. 429.89 Lacs.

9. SHARE CAPITAL:

During the year under review, there were changes in the Paid up share capital of the Company due to allotment of 70,160 Equity Shares of Rs. 10/- each under Jash Engineering Employee Stock Option Scheme 2019 ("JASH Scheme 2019"). The brief details of paid up Equity Share Capital of the Company on year end are as follows:

Particulars

As at 31 March 2021

Increase in Paid up Share Capital

As at 31 March 2022

Number of Shares (Rs.) Number of Shares (Rs.) Number of Shares (Rs.)
Paid up Equity Share Capital of Rs. 10 each 1,18,71,168 11,87,11,680/- 70,160 7,01,600/- 1,19,41,328 11,94,13,280/-

10. TRANSFER TO RESERVES:

For the Financial year ended 31st March, 2022, Your Company has not transferred any amount to General Reserve out of profit available for appropriation.

11. BOARD OF DIRECTORS

COMPOSITION OF BOARD OF DIRECTOR AND KEY MANAGERIAL PERSONNEL:

In compliance with the provisions of Sections 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 modi cation(s) or reenactment thereof for the time being in force) and SEBI (LODR) Regulation 2015, the composition of Board of Directors and Key Managerial Personnel are as follows: -

Sr. No. Name of the Director DIN Designation
1. Mr. Pratik Patel 00780920 Chairman & Managing Director
2. Mr. Suresh Patel 00012072 Executive Director
3. Mr. Axel Schutte 02591276 Non-Executive Director
4. Mr. Brij Mohan Maheshwari 00022080 Independent Director
5. Mr. Sunil Kumar Choksi 00155078 Independent Director
6. Ms. Sunita Kishnani 06924681 Independent Director
7. Mr. Durgalal Tuljaram Manwani 07114081 Independent Director
8. Mr. Vishwapati Trivedi 00158435 Independent Director

Board Independence

Our de nition of Independence of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company comprised total 8 directors as on 31st March 2022 in the Board out of them the following directors are independent directors;

1. Mr. Durgalal Tuljaram Manwani

2. Mr. Sunil Kumar Choksi

3. Mr. Brij Mohan Maheshwari

4. Ms. Sunita Kishnani

5. Mr. Vishwapati Trivedi

Declaration and Re-appointment of Independent Director:

All the Independent Directors have given their declaration of Independence stating that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013. Further that the Board is of the opinion that all the independent directors fulfill the criteria as laid down under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 during the year 2021-22. Further, as per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 ( ve) consecutive years, but shall be eligible for re-appointment on ending of respective term by passing of a special resolution by the Company and shall not be liable to retire by rotation. In accordance with the present term of following Independent Director which is being ended on 24.08.2022 and in the Board Meeting dated 23.08.2022 Board has recommended and approved the reappointment of next 5 yrs. subject to approval of the shareholders in ensuing 48 Annual General Meeting of the company.

1. Mr. Durgalal Tuljaram Manwani

2. Mr. Brij Mohan Maheshwari

3. Ms. Sunita Kishnani

Directors liable to retire by rotation seeking re-appointment:

Mr. Axel Schutte (DIN: 02591276) Directors of the company are liable to retire by rotation at the ensuing annual general meeting and being eligible offers themselves for re-appointment. Your directors recommend passing necessary resolution as proposed in the Item No. 3 of the Notice.

The Company also consists of the following Key Managerial Personnel:

1. Mr. Dharmendra Jain CFO
2. Mr. Tushar Kharpade Company Secretary

Changes in Directors and Key Managerial Personnel

During the year under review Mr. Pratik Patel have been reappoint as a Managing Director of the company for the period of 5 yrs. w.e.f. 1 March 2022 and further there has been no change in Key Managerial Personnel of the Company.

MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report.

COMMITTEES OF THE BOARD

Your Company has constituted the Committee(s) as mandated under the provisions of the Act and Listing Regulations.

Currently, there are ve committees of the Board, namely:

· Audit Committee

· Nomination and Remuneration Committee · Stakeholders Relationship Committee: · Corporate Social Responsibility Committee · Executive & Borrowing Committee

The details of Board Committees are prescribed in Corporate Governance Report is annexed as Annexure-C of Board Report.

COMPANYS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND BOARD EVALUATION

The Policy of the Company on Directors appointment and remuneration including criteria for determining quali cations, positive attributes, independence of a Director and other matters provided under section 178(3), is annexed with the Report as Annexure-D and is uploaded on companys website www.jashindia.com

BOARD EVALUATION:

Our Company has conducted an Annual Performance Evaluation for all Board Members as well as the working of the Board and its Committees. This evaluation was led with specific focus on performance and effective functioning of the Board. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated, taking into account the views of the 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.

The following are some of the broad issues that are considered in performance evaluation:

· Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning etc.

· Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board etc.

· Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholders interest and enhancing shareholding value, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organizations strategy etc.

The outcome of the Board Evaluation for the financial year 2021-22 was discussed by the Board and on the basis of such discussion Board analysis the result of actions taken by Board for improving Board effectiveness based on feedback received in the previous year. Further, the Board also noted areas on which Board requires more focus for the future Board efficiency.

CODE OF CONDUCT:

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and same has been hosted on the website of the company www.jashindia.com

12. 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, 2022, 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, 2022 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.

13. INTERNAL CONTROL

Given the nature of business and size of operations, Your Companys 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 2021-22 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.

14. CORPORATE GOVERNANCE REPORT:

Your company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best corporate governance practices.

The Company has a strong legacy of fair, transparent and ethical governance practices and it is believed that good Corporate Governance is essential for achieving long term corporate goals and to enhance stakeholders value. Your Company implements Corporate Governance through robust board governance processes, internal control systems and processes, and strong audit mechanisms. However, the provisions of Regulation 15 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 providing a separate report on corporate governance under Regulation 34(3) read with para C of Schedule V are set out in the Annexure C to this report.

15. AUDITOR AND AUDITORS REPORT:

STATUTORY AUDITOR:

M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), Auditors of the Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, been reappointed as the Statutory Auditors of the Company by the Shareholders of the Company at their Annual General Meeting held on 30th September 2017, for a period of 5 consecutive years, so as to hold office till the conclusion of the 48th Annual General Meeting, continue as the Auditors of the Company for the FY 2021-2022. The current tenure of M/s Walker Chandiok & Co LLP, Chartered Accountants will expire at the conclusion of the ensuing 48th Annual General Meeting.

Accordingly, the Company has approached M/s Deloitte Haskins & Sells LLP, Chartered Accountants (FRN: 117366W/W-100018), for their appointment as Statutory Auditors of the Company for a period of 5 (Five) years, for the FY 2022-23 to 2026-27, so as to hold office from the conclusion of this 48th AGM till the conclusion of 53rd AGM of the Company. M/s Deloitte Haskins & Sells LLP, Chartered Accountants, have submitted their consent for appointment and also a requisite certificate, pursuant to the provisions of Section 139 & 141 of the Companies Act, 2013, confirming eligibility & satisfaction of criteria for their appointment as Statutory Auditors of the Company. Upon the recommendation of Audit Committee, the Board recommends the appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants, at the ensuing 48th Annual General Meeting for the approval of the Members of the Company. The necessary resolution seeking the approval for their appointment as the Statutory Auditors has duly been included in the notice of the ensuing 48th Annual General Meeting along with brief credentials and other necessary disclosures required under the Act and the Regulations.

The report of the M/s Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), Statutory Auditors on Standalone & Consolidated Financial Statements for the FY 2021-22 forms part of the Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any quali cation, reservation, disclaimer or adverse remark and they has not reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no such details are required to be reported under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ankit Joshi, Practicing Company Secretary, (ACS 50124 and COP NO. 18660) Indore to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2022 is enclosed as Annexure-E to Board Report.

The Secretarial Audit Report for the year 2021-22 is self-explanatory except the following comments made and the management submits their comments:

1. Some Forms under Companies Act, 2013 were led by the Company after prescribed timeline along with the adequate additional ling fees.

Response to Point No. (1) : Your Company is law abiding entity and led the necessary forms & returns with the authorities. The management is hopeful and committed to their level best to streamline the same in future. There was some delay in ling of the particulars forms and has already complied with the same and has paid additional fees as prescribed.

2. Pursuant to section 135 of the Companies Act 2013 read with applicable rules & also read with noti cation issued by MCA dated 22nd January 2021, the Company was required to spend CSR Contribution of Rs. 54.09 lacs during the financial year 2021-22, however the Company has spent Rs.40.91 lacs before 31st March 2022 on eligible activities. Further as per explanation received from management the balance unspent amount of Rs. 13.18 lacs will be transferred to a fund specified in Schedule VII, within a period of six months from the end of the financial year i.e. 30th September 2022

Response to Point No (2): The company has contributed Rs. 25.91 lacs during the year towards CSR initiatives. Management transferred Rs. 15 lacs to Separate Bank Account for Multi Year Project as identified by the CSR Committee and Rs. 13.18 to be transferred under schedule VII within in six months from the end of the FY 2021-22. In compliance of section 135 of the Companies Act company is obligated to transfer of Rs. 13.18 lacs to any fund included in schedule VII of the act within 6 months from the end of the financial year.

3. Pursuant to Regulation 23(9) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company was required to submit the disclosure of Related Party Transactions details to the Stock Exchange within 15 days from the date of publication of its standalone and consolidated financial results for the half year ending 31st March 2022, however it was delayed in submitting the disclosure. The company declared its financial results on 30 May, 2022 and submitted the disclosure on 27 June 2022.

Response to Point No (3): The observations raised by the Secretarial Auditors are relating to the procedural lapses, without any mala de intentions. In advertently, the same could not be uploaded within time limit, however it has been led delayed and complies with the requirements, therefore, it is not prejudice to the interest of any stakeholder as such.

COST AUDITOR:

Pursuant to the provision of Section 148 of the Companies Act, 2013 pertaining to audit of cost records is applicable to the Company. The Board has appointed M/s M.P. Turakhia & Associates, Cost Accountant to audit the cost records of you company for the financial year 2021-22.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. The Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s M.P. Turakhia & Associates, Cost Accountant as Cost Auditors for the FY 2022 23, on a remuneration as, mentioned in the notice of 48th AGM. A Certificate from M/s M.P. Turakhia & Associates, Cost Accountant has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder. The Cost Audit Report for FY 2021-22, does not contain any quali cation, reservation, disclaimer or adverse remark. A resolution seeking Members rati cation for the remuneration payable to the Cost Auditor forms part of the Notice of 48th AGM and the same is recommended for your consideration and rati cation.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rule thereunder and regulation 18(3) of SEBI LODR and based on the recommendations of Audit Committee, M/s. Mahesh C. Solanki & Co. (FRN 006228C), Chartered Accountants, Indore was appointed as Internal Auditors of the Company to conduct the Internal Audit for the FY 2021-22. The Internal Auditors reports directly to the Audit Committee and makes comprehensive presentations at the Audit Committee meeting(s) on the Internal Audit Report covering the business areas required by the Audit Committee, from time to time.

Your Board has appointed M/s. Mahesh C. Solanki & Co. (FRN 006228C), Chartered Accountants, Indore as Internal Auditor of the Company for the FY 2022-23. None of the Auditors of the Company have reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made thereunder

16. DISCLOSURE REQUIREMENTS:

As per the Provisions of the SEBI (LODR) Regulations, 2015 entered into with the stock exchanges, corporate governance report with auditors certificate thereon and management discussion and analysis are attached, which form part of this report.

Details of the familiarization programme of the independent directors are available on the website of the Company. www.jashindia.com

17. FINANCE:

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

18. DEPOSITS:

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2022. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

S. No. Particulars Amount in Rs.
1 Details of Deposits accepted during the year NIL
2 Deposits remaining unpaid or unclaimed at the end of the year NIL
3 Default in repayment of deposits N.A.
At the beginning of the year
Maximum during the year
At the end of the year
4 Deposits not in compliance with law N.A.
5 NCLT/ NCLAT orders w.r.t. depositors for extension of time and N.A.
penalty imposed

Further, your company has led form DPT-3 for the Annual compliance as at 31st March, 2022 for the amount received by the company which is not under the purview of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) rules, 2014 as amended from time to time.

19. HUMAN RESOURCE DEVELOPMENT:

The value of human assets has impact on all critical business decisions and its utilization directly affects the ability of the organizational assets to realize their optimum value. The Companys human resource strategy is formulated considering people as its most valuable asset. Your Company puts best efforts in talent acquisition, talent retention, performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible human resource. Your Company nurtures a culture of trust and mutual respect in all its employees and seeks to ensure that companys values and principles are understood by all and are the reference point in all people matters. The Company maintained healthy, cordial and harmonious industrial relations at all levels. Company remained at the forefront in the industry due to enthusiasm and continuous efforts of employees. Various measures have been introduced throughout the organization to improve productivity at all levels.

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth. A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Full particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, if any, in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the notes to Financial Statements. The same are in consonance the provisions of the aforesaid section. The Company has complied in respect of loan and guarantees and investment pursuant to Section 186 of the Companies Act, 2013.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Securities and Exchange Board of India vide its sixth amendments dated 9th November, 2021 had made amendments in Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") which were effective from 1st April, 2022. In due compliance with the requirements of the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended read with Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, Board of Directors has in their meeting held on 11.2.2022, has updated and formed meticulously policy on the Related Party Transaction including material transactions, which is to be followed in letter and spirit. The policy is available on the website of the Company at the website: www.jashindia.com

During the year under review all the related party transactions entered into by the Company were with made the prior approval of the Audit Committee. All such transactions were at an arms -length basis and in the ordinary course of business of the Company & detail of such transactions have been adequately described in the Note No. 48 to the financial statements of the Company for the FY 2021-22, which form a part of the Annual Report. The transactions entered into by the company are audited. The details of the transactions with the related parties are provided in the accompanying financial statements and all transaction entered into by the Company with related party were at arms length price in terms of the provision of Section 188 of the Companies Act, 2013 during the period under review. Form AOC-2 annexed as an Annexure-F as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013. Further there are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-G.

23. CORPORATE SOCIAL RESPOSIBILITY:

The Company has developed and implemented Corporate Social Responsibility initiatives as the said provisions are applicable in view of the profits and turnover of the company, your Company was required to undertake CSR projects during the year 2021-22 under the provisions of section 135 of the Companies Act, 2013 and the rules made their under. As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken activities, which are in accordance with CSR Policy of the Company and Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as Annexure-H.

24. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2022 is available on the Companys website and can be accessed at https://www.jashindia.com./investors/

25. RISK MANAGEMENT:

Risks are events, situations or circumstances which may lead to negative consequences on the Companys 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 Companys 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.

26. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Companys Board of Directors, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, has framed Vigil Mechanism Policy for Directors and employees of the Company. The policy is to provide a mechanism, which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The Vigil Mechanism Policy is hosted on the Companys website www.jashindia.com

27. 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 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.

Category No. of complaints pending at the beginning of F.Y. 2021-22 No. of complaints led during the F.Y. 2021-22 No. of complaints pending as at the end of F.Y. 2021-22
Sexual Harassment NIL

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

29. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT;

Except that as stated in the relevant places, the material changes, development, regarding project which is ongoing, from the 31st March, 2022 till the date of the Board Reports, there are no material changes which may affect the financial position of the Company.

30. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION AND PARTICULARS OF EMPLOYEES:

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the details of employees given in Annexure-I. During the year, none of the employees received remuneration in excess of Rs. One Crore and two lacs or more per annum, in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

31. EMPLOYEE STOCK OPTION SCHEME:

In the present competitive economic environment in the country and in the long-term interests of the Company and its shareholders, it is necessary that the Company adopts suitable measures for attracting and retaining quali ed, talented and competent personnel. An employee stock option scheme, designed to foster a sense of ownership and belonging amongst personnel, is a well-accepted approach to this end. It is, therefore, appropriate to consider an Employee Stock Option Scheme for the employees of the Company and/or subsidiary company(ies) whether working in India or abroad. The Nomination and Remuneration Committee, inter alia administers and monitors the Companys employees stock option scheme (ESOP Scheme) in accordance with the applicable SEBI (Share Based Employee Benefits) Regulations, 2014 (SEBI SBEB).

Company allotted 70,160 Equity shares to the eligible Employees under Jash Engineering Employee Stock Option Scheme 2019" (JASH ESOP Scheme 2019). The Scheme is operated through demat mode only. JASH ESOP Scheme 2019 is administered by the Compensation Committee (NRC Committee) through JASH Group Employee ESOP Trust. The details on Options granted, exercised and lapsed during the financial year 2021-22 and other particulars as required under the Act, read with its rules and SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Options are enclosed herewith as Annexure - J to this Report and also available on the website of the Company i.e. www.jashindia.com

32. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workers and employees at all levels.

33. PREVENTION OF INSIDER TRADING:

In view of SEBI (Prohibition of Insider Trading) Regulation, 2015 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 Trading Plan, pre-clearance for dealing in the Companys shares and prohibition the purchase or sale of Company shares by the Directors and the designated employee.

34. DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:

In terms of the provisions of Section 134(3)(C)(a) of the Companies Act, 2013, there were no frauds committed against the Company and persons who are reportable under section 141 (12) by the Auditors to the Central Government. Also, there were no non-reportable frauds during the Financial Year 2021-22.

35. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules") notified by the Ministry of Corporate Affairs. All unpaid or unclaimed dividend are required to be transferred by the company to the IEPF established by the Government of India, after the completion of seven years. During the year under review company has transferred of Rs. 140/- relates unclaimed and unpaid dividends of FY 13-14 to the IEPF Authority in the year 2021-22 as per the requirement of the said IEPF rules.

36. CAUTIONARY STATEMENT:

The statements made in this Report and Management Discussion and Analysis Report relating to the Companys objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Companys operations that may be, due to change in government policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

37. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business of the company.

38. OTHER DISCLOSURES:

· Your Company has complied with the applicable Secretarial Standards relating to Meetings of the Board of Directors and General Meetings during the year.

· There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

39. ACKNOWLEDGEMENTS:

Your Directors acknowledge the dedication and commitment of your companys employees to the growth of your company and their unstinted support has been integral to your companys ongoing success. Your Directors appreciate support of State Bank of India, HDFC Bank Limited, SIDBI, Bajaj Finance Ltd., Axis Bank Limited, Kotak Mahindra Bank Limited and various government agencies, customers, suppliers throughout the year for their support and confidence shown in the management of the company. The Directors also gratefully acknowledge support of the NSE, Share Transfer Agent and other intermediaries of the Public Issue of the Company and also to all stakeholders of the Company viz. customers, members, dealers, vendors and other business partners for the excellent support received from them during the year.

For and on behalf of Board of Directors of
Jash Engineering Limited
Date : 23rd August 2022 Sd/- Sd/-
Place : Indore Pratik Patel Suresh Patel
Chairman & Managing Director Executive director
DIN - 00780920 DIN:00012072