Jay Ushin Ltd Directors Report.

To the Members

Your Directors have pleasure in presenting the 33rdAnnual Report alongwith the Companys audited financial statements for the financial year ended March 31, and its subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

Rs. In Lakhs

Particulars Standalone Consolidated
2018-19 2017-18 2018-19
Revenue from operations (Net) 85,493.16 86,026.09 85,493.16
Total expenditure 85,204.41 86,649.91 85,208.15
Other Income 978.24 1,436.01 978.24
Profit before interest, depreciation, amortization,and tax 4,465.93 3,460.12 4,462.19
Finance cost 1,605.60 1,098.36 1,605.60
Profit before depreciation, amortization and tax 2,860.33 2,361.76 2,856.59
Depreciation and amortization 1,593.34 1,549.57 1,593.34
Profit/(loss) before tax 1,266.99 812.19 1,263.25
Tax expenses (net) 112.75 (255.65) 112.75
Profit/(loss) after tax 1,154.24 1,067.84 1,150.50
Other comprehensive income/(loss) (35.88) 23.55 (35.88)
Total Other comprehensive income/(loss) for the year 1,118.36 1,091.39 1,114.62

*Consolidated Figures not provided for the financial year subsidiary Company

BUSINESS OPERATION

The revenue for the year ended March 31, 2019 was Rs. 85,493.16 Lakhs as compared the revenue of Rs.86,026.09 Lakhs during the previous year. Profit before tax has shown an increase of 56% from Rs. 812.19 Lakhs in FY 2017-18 to Rs. 1,266.99 Lakhs in FY 2018-19. Your Companys Profit after Tax increased by 8.09% from Rs. 1,067.84 Lakhs in FY 2017-18 to Rs. 1,154.24 Lakhs in FY 2018-19. Earnings before Interest, Depreciation and Taxes (EBIDTA) margins increased by 29.07% in FY 2018- 19 as compared to FY 2017-18. The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

SUBSIDIARY

During the year under review, the Company has incorporated a subsidiary named as Apoyo International PTE. LTD. at Singapore and did not have any business operations during the A statement containing the salient features of the financial statement of the subsidiary in the Form AOC-1 is attached with the financial statement of the Company as per the requirement of Section Companies Act, 2013 as ANNEXURE I and forms an integral part of this report.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Company and its subsidiary is prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

DIVIDEND

The Board has recommended a dividend of Rs. 3.00 per share (Previous Year Rs. 3.00 per share) having face value of equity shares of Rs. 10.00 each for the financial year ended March 31, 2019. The dividend, if approved by the Members at the ensuing Annual General Meeting, shall absorb a sum of Rs. 139.76 Lakhs including dividend distribution tax of Rs. 23.83 Lakhs.

TRANSFER TO RESERVE

The Company has not proposed any amount to be transferred to the General Reserve.

CHANGE IN NATURE OF BUSINESS

During Financial Year 2018-19, there was no change in the nature of Companys business.

SHARE CAPITAL

The Company has not issued any equity shares or equityshareswithdifferentialvoting rights hence the information required to be furnished in terms of provision of Rule 4(4) and Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is not applicable.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company has transferred unpaid/unclaimeddividend,amountingto

Rs. 2.40 Lakhs for FY 2010-11 to the Investor Education and Protection Fund (IEPF) Authority of the Central Government of India. As on March 31, 2019, total shares lying in the demat account of IEPF Authority was 43512.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report is annexed as ANNEXURE II and forms an integral part of this report and gives details of the overall industry structure, economic developments, performance and state of affairs of your Companys business in India alongwith risk management systems and other material developments during the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the following changes took place in the Board of your Company : i) Mr. Bharat Bhushan Chadha, Independent Non Executive Director has resigned from the Board and its committee due to health reason w.e.f. May 26,2018. ii) Mr. Shiv Raj Singh was no longer associated with Board w.e.f April 01,2018 due to his sad demise. iii) Mr. Ashok Panjwani and Mr. Balraj Bhanot were re-appointed as Independent Non for a second term of 5 (five) w.e.f. April 1, 2019. iv) Mr. Suresh Kumar Vijayvergia resigned as Chief Financial Officer of the Company w.e.f. April 01, 2018 and in his place Mr. Lalit Choudhary was appointed as Chief Financial Officer of the Company w.e.f. May 1, 2018.

Director Retire by Rotation

Mrs. Vandana Minda, Director, retire by rotationat the ensuing Annual General Meeting offer herself for re-appointment.

Re-appointment of Mr. Jaideo Prasad Minda

Re-appointed Mr. Jaideo Prasad Minda as Whole-time Director designated as Executive Chairman. Remuneration TheBoardofDirectorsonthe recommendationof the Nomination Committee has recommended their re-appointment.

The brief resume of Mrs. Vandana Minda and Mr. Jaideo Prasad Minda is provided in the Notice of the ensuring AnnualGeneralMeetingoftheCompany.Therequisiteresolutionpertaining to the re-appointment appears as the respective items of the Notice along with the explanatory statement and is recommended to the Members for approval. There is no otherchangeintheCompositionof the Board of Director and Key Managerial Personnel during the Financial Year 2018-19.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2019 are Mr. Jaideo Prasad Minda, Executive Chairman, Mr. Ashwani Minda, Managing Director & Chief Executive Officer, Mr. Lalit Choudhary, Chief Financial Officer and Mr. Amit Kithania, Sr. Manager Finance & Company Secretary.

Declaration from Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations. During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee (s). The details of remuneration and/or other benefits of the Independent Directors are mentioned in the Corporate Governance Report.

Board Meetings

Four (4) 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 of this Annual Report.

Committees of the Board

The Company has the following committees, which have been established as a part governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

1. Audit Committee

2. Nominationand Committee, Remuneration

3. Corporate Social Responsibility Committee

4. Stakeholders Relationship Committee.

5. Share Transfer Committee

The details of terms of reference of the Committees, Committee membership and attendance at meetings of the Committees are provided in the Corporate Governance report.

Policy on Directors appointment and remuneration

The policy of the Company on Directors appointment and remuneration available on the website (www.jpmgroup.co.in) of qualifications,positive the Company .

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134 of the Act, which is to the best of their knowledge and belief and according to the information and explanations a) that in the preparation of the annual accounts for the financial applicable accounting standards have been adhered, along with proper explanation relating to material departures; b) that appropriate accounting policies have been considered and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2019 and of the profit and loss of your Company for the financial year ended March 31, 2019; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Companyandforpreventingand irregularities; detectingfraudandother d) that the annual accounts for the financial year ended March 31,2019 have been prepared on a going concern basis; e) that the directors have laid down Internal Financial Controls which were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and f) that 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.

EXTRACT OF ANNUAL RETURN

In terms of Sections 92(2) and 134(3)(a) of the Act and rules made thereunder, extracts of Annual Return in Form MGT 9 is annexed as ANNEXURE III and form integral part of this report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. S S Kothari Mehta & Co., Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 29, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The Auditors Report to the Members for the year under review does not contain any qualification, reservation or adverse remark.

Secretarial Auditors

M/s. RSM & Co. Company Secretaries were appointed to conduct secretarial audit of your Company for the Financial Year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed as ANNEXURE IV and form integral part of this report.

Further, Secretarial Auditors has pointed out certain remarks and boards of directors reply thereon is as under : The Foreign promoter of the Company, is holding 10,04,645 Equity Shares of Rs.10/- each fully paid up in the Share Capital of the Company. However, these shares are yet to be dematerialized and some of the other promoters holding shares 2,758 equity shares of Rs. 10/- each fully paid-up in the Share Capital of the Company. However, these shares are yet to be dematerialized which is in noncompliance of Regulation 31 of SEBI (Listing ObligationandDisclosure Requirement), 2015 (LODR).

Boards Reply

The Company had made request to all the shareholders including Promoter(s) and Promoter Group through notice of last 32nd Annual General Meeting for dematerialization of theirs shares held in physical mode. Further, request to all shareholders including Promoter(s) and Promoter Group is being made in the notice of ensuing Annual General Meeting which is being The promoters Shareholding upto the extent of 53.70% has already been dematerialized and balance 46.30 % shares are yet to be dematerialized. The management has been following up with the promoter(s) and promoter group to get their shares dematerialized to make the company compliant as per LODR.

The board took the note of the other observation made by the Auditor for which necessary action has already been taken.

ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS statements have been prepared in accordance with Ind-AS notified under the Companies Thefinancial (Indian Accounting Standards) Rules, 2015.

DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from

Public.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company to maintain ethical, moral and legal business conduct have formulated Vigil Mechanism/ Whistle Blower Policy which provides a framework for dealing with genuine concerns & grievances. During financial year 2018-19, no complaints were received. The Vigil Mechanism/Whistle Blower Policy of the Company is available on the Companys websitehttp://jpmgroup.co.in/jay ushin.htm. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors or Secretarial Auditor have not reported any incident of fraud to the Audit Committee or the Board.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concernstatusandCompanysoperationsinfuture.

INTERNAL FINANCIAL CONTROLS

The adequacy of Internal Financial Controls is discussed in Management Discussion and Analysis, as stipulated under the Listing Regulations with the Stock

LOANS, GUARANTEES OR INVESTMENTS

The Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company hascompliedwiththeprovisionsofSection186 of the Act in respect of investments made or loans or guarantee or security provided to the parties covered under Section 186

RELATED PARTIES TRANSACTIONS

During entered into by your Company the Act were in with relatedpartiesunderSection the ordinary course of business and on an arms length basis.

Related Party Transactions entered into pursuant to omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Board of Directors of the Company has on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the CompanyanditsRelatedParties,in compliance with the applicable provisions of the Companies Act, 2013, the Rules framed thereunder and the Listing Agreement. This policy as considered and approved by the Board has been uploaded on the website of the Company at http://jpmgroup.co.in/jay ushin.htm.

The details of related party transactionsof the Company in Form No. AOC-2, in terms of Section 134 of the Act is annexed as ANNEXURE V and form integral part of this report.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments that affect the financial position subsequent to the dateoffinancialstatement.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was carried out for financial year 2018-19. The Board undertook the process of evaluation through discussions and made an oral assessment led by the Chairman of the Nomination Remuneration Committee of its functioning as collective body. In addition,there were opportunitiesfor Committees to interact, for Independent Directors to interact amongst themselves and for each Independent Director to interact with the Chairman in assisting the Board functioningof the Company in pursuit of its realisingitsrole strategicsupervision the purpose and goals.

While the Board evaluated its performance against the parameters laid down by the Nomination & Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order were orally placed before toensureobjectivity.Reportsonfunctioning the Board by the Committee Chairman.

RISK MANAGEMENT

Appropriate procedures for risk assessment, minimization, and optimization have been laid down by the Company with systems in place for mitigating risk, arising from external or internal factors. A well-defined Risk Management Process is followed by the Company, which integrates with business operations for identification, categorization, and prioritization of various risks. The Company takes adequate insurance coverage and adopt a Foreign Exchange Risk Management Policy to mitigate risks owing to external factors or those beyond the Companys control as part of its cost control measures.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertakenbytheCompanyonCSRactivitiesduring the year are set out in ANNEXURE-VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The policy is available on http://jpmgroup.co.in/jay ushin.htm.

SECRETARIAL STANDARDS

During the year, your company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

LISTING

The Equity Shares of your Company are listed on the BSE Limited.

PERSONNEL contribution made by all employees, YourDirectorsplaceonrecordtheirappreciation who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross new milestones on a continual basis.

As on March 31 2019, 486 number of employees on the records of your Company as against 492 in the previous financial year.

PARTICULARS OF EMPLOYEES

The statement of disclosure of Remuneration under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014(‘Rules) is annexed as ANNEXURE VII and form integral part of this report. Further, there were no employee covered under the limit as specified in rule 5(2) of the Rules during the

Exchange Earnings and Outgo Conservation of

The information under Section134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed as ANNEXURE-VIII and forms an integral part of this Report.

CREDIT RATING

CRISIL Limited has assigned the Long Term Ratings and for Short Term Ratings at CRISIL A3 (Downgraded from ‘A3+).

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together confirming compliance is annexed as ANNEXURE-IX and forms an integral part of this Report.

INSIDER TRADING CODE

The Company has instituted a comprehensive code of conduct in compliance with the SEBI regulations on prevention of insider trading. The code lays down guidelines, which advise on procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautions consequences of non-compliances.

SEXUAL HARASSMENT

Your Company has adopted a Policy under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no complaint about sexual harassment during the year under review.

The Company has adopted a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been setup to redress complaints received regarding sexual harassment. No Complaint was received during the year in this regard.

APPRECIATION

The Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during theyearfrombankers,financialinstitutions, Government authorities, business partners and other stakeholders. Your Directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Joint venture partner i.e. U-shin Ltd., Japan.

For and on behalf of the Board

Jay Ushin Limited

Place: Gurugram Jaideo Prasad Minda

Date: August 14, 2019 Chairman DIN: 00045623