Jay Ushin Ltd Directors Report

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Jul 25, 2024|03:47:00 PM

Jay Ushin Ltd Share Price directors Report

To the Members

DIRECTORS REPORT

Yours Directors are pleased to present the 37th Annual Report on the business and operations of Jay Ushin Limited along with the

summary of the audited financial statements for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS (Rs. In Lakhs)

Particulars 2022-23 2021-22
Revenue from operations 73,447.09 65,667.16
Total expenditure 73,098.52 65,506.10
Other Income 1,467.91 1,457.64
Profit before interest, depreciation, amortization, and tax 4,690.93 4,597.07
Finance cost 1,387.76 1,462.33
Profit before depreciation, amortization and tax 3,303.17 3134.74
Depreciation and amortization 1 ,486.69 1,516.04
Profit/(loss) before tax 1,816.48 1 ,618.70
Tax expenses (net) 486.32 424.82
Profit/(loss) after tax 1,330.16 1,193.88
Other comprehensive income/(loss) 34.02 35.51
Total Other comprehensive income/(loss) for the year 1,364.18 1,229.39

COMPANY PERFORMANCE

During the year under review, your company recorded net revenue from operations for the financial year ended March 31, 2023 Rs. 73,447.09 Lakhs as against Rs. 65,667.16 Lakhs in the previous financial year registering a growth of 11.85%. The Company has reported a profit before tax Rs. 1,816.48 Lakhs as against profit Rs. 1,618.70 Lakhs during previous with an increase of 12.22% over the previous year.

The performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report, as stipulated under Regulation 34 of the Listing Regulations with the Stock Exchange, which forms part of the Directors Report.

DIVIDEND

The Board has recommended a dividend of Rs. 3.00 (i.e. @ 30%) per equity share, having face value of equity shares of Rs. 10.00 each for the financial year ended March 31, 2023 as against Rs. 3.00 per share in the previous year. The dividend, if approved by the Members at the ensuing Annual General Meeting, shall absorb a sum of Rs. 115.94 Lakhs.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments in terms of Section 134(3)(I) of the Act, affecting the financial position of the Company subsequent to the date of financial statement.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

There is no Subsidiary, Associate Company and Joint Venture of the Company.

CREDIT RATINGS

CARE Limited has assigned/ reaffirmed the long term/short-term bank facilities rating of CARE BB+; Stable / CARE A4+ (Double B

Plus ; Outlook: Stable/A Four Plus ) and a long-term rating of CARE BB+, Stable (Double B Plus; Outlook: Stable ).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

During the year under review, the Company has transferred the unclaimed dividend of Rs. 3,29,882 (Three Lakhs Twenty Nine Thousand Eight Hundred Eighty Two Only) for the year 2014-15 to IEPF. Year-wise amounts of unpaid / unclaimed dividends transferred to IEPF and the corresponding shares, is provided in the Shareholder Information Section of Corporate Governance Report and are also available on Companys website at www.jpmgroup.co.in.

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the

Company i.e. https://jpmgroup.co.in/wp-content/uploads/2023/07/02.pdf.

DEPOSITS

The Company has not accepted any fixed deposits, including from the Public, and, as such, no amount of principal or interest was

outstanding as on Balance sheet date.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no Loans, guarantees or investments made by the Company under section 186 of the Companies Act 2013, during the year under review and hence the said provision is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is annexed as Annexure- V and forms integral part of this report.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements, as stipulated in Securities & Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. A separate section on Corporate Governance along with a certificate from the Auditors of the Company confirming the compliance is annexed as Annexure- VII and forms part of this Report.

The Board has also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code of Conduct is available on the Companys website at https://jpmgroup.co.in/code-of-conduct/.

A Certificate of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company in terms of Regulation 17(8) of

the Listing Regulations is also annexed.

CHANGES IN CAPITAL

During the year under review, there was no change in the Capital of the Company.

PARTICULARS OF EMPLOYEES

Personnel and industrial relations were cordial and satisfactory during the year under review. There were no employees of the company who have drawn remuneration in excess of the limits set out under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure- VI and forms integral part of this report.

RELATED PARTIES TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The Related Party Transaction Policy is available on the website of the Company at http://jpmgroup.co.in/document/rptp.pdf. A statement of all particulars of Contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed as Annexure –I and forms integral part of this Report.

All related party transactions that were entered into during the year under report were on arms length basis. There were no materially

significant related party transactions which could have potential conflict with interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for their approval. The Companys management ensures total adherence to the approved Policy on Related Party Transactions to establish Arms Length Basis without any compromise.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserves during the year under review.

INTERNAL FINANCIAL CONTROLS

The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion & Analysis section for detailed analysis.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company except Mr. Jaideo Prasad Minda was appointed as Non Executive Director designated as Chairman of the Company

w.e.f. October 1, 2023.

Mrs. Vandana Minda (DIN No. 03582322), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General

Meeting, being eligible, has offered herself for re-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under subsection (6)(7) of Section 149 of the Companies Act, 2013 and rule 5 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and as well as under the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Regulations").

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy with lays down a framework in relation to Directors appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters are given on the website of the Company at https://jpmgroup.co.in/wp-content/uploads/2022/11/id.pdf.

BOARD MEETING

During the year, four Board Meetings were convened and held on May 30, 2022, August 09, 2022, November 14, 2022 and February 14, 2023, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards – 1 (SS-1) issued by the Institute of Company Secretaries of India and Listing Regulations.

COMMITTEES OF THE BOARD

The Company has the following Five (5) Board-level Committees, which have been established in compliance with the relevant provisions of applicable laws and as per business requirements:

  1. Audit Committee
  2. Nomination and Remuneration Committee 3.Corporate Social Responsibility (CSR) Committee
  1. Stakeholders Relationship Committee
  2. Share Transfer Committee

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report section of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

  1. in the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have
  2. been adhered, along with proper explanation relating to material departures;

  3. 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, 2023 and of the profit and loss of your Company for the financial year ended March 31, 2023;
  4. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
  5. the annual accounts for the financial year ended March 31, 2023 have been prepared on a going concern basis;
  6. they have laid down proper Internal Financial Controls laid by them were followed by the Company and that such Internal
  7. Financial Controls are adequate and were operating effectively; and

  8. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are

adequate and operating effectively.

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

It has been the Companys endeavor to focus of energy conservation and efficiency measures during the year. The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with relevant rules is annexed as Annexure-II and forms integral part of this report.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (e-form MGT-7) of the Company is available on the website of the Company at www.jpmgroup.co.in.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of

Company Secretaries of India ("ICSI") which have mandatory application during the year under review.

AUDITORS AND AUDITORS REPORT

Statutory Auditors :

M/s. NSBP & Co., Chartered Accountants (Firm Registration No. 001075N) were appointed as Statutory Auditor of the Company at the 36th AGM held on the September 29, 2022 for a period of five years i.e. till the conclusion of 41st AGM. The Auditors Report to the Members for the year under review does not contain any qualification, reservation or adverse remarks. The observations of the Auditors and the relevant notes on accounts are self explanatory and therefore, do not call for any further comments.

Cost Auditor

The Board of Directors has appointed M/s . Ahuja Sunny & Co., Cost Accountants, (Firm Registration No. 101411) for conducting the audit of cost records made and maintained by the Company for the financial year 2023-24 pursuant to Section 148 of the Companies Act, 2013.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for financial year 2023-24 is required to be ratified by the members; the Board recommends the same for approval by members at the ensuing AGM.

Secretarial Auditors

M/s. RSM & Co., Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2022- 23 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for financial year 2022-23 forms part of this Annual Report as Annexure-III to this Directors Report. The observations of the Auditors are self explanatory and therefore, do not call for any further comments.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacts the going concern status of the

company and its future operations.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the Companys nature of business.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders. The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed as Annexure- IV and forms integral part of this report.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on the BSE Ltd. Listing fees have been paid up to 31st March, 2024. More details about the Transfer of Shares and Listing of Shares are given in the Corporate Governance Report. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on 5th January, 2017, the Board has carried out annual

performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with Ind-AS notified under the Companies (Indian Accounting Standards)

Rules, 2015.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Companys business operations, performance and reputation, the Company has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations, is in place. The details of the Whistle Blower Policy is posted on the website of the Company at https://jpmgroup.co.in/wp-content/ uploads/2022/11/wb.pdf.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

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 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. The Board of Directors of Company discuss on the timely basis about risk assessment and minimization procedures.

SEXUAL HARASSMENT

The company has a policy on prohibition, prevention and redressal of sexual harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under "Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the year the Company did not receive any complaint.

PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has neither made any application nor any proceedings are pending under the Insolvency and bankruptcy Code, 2016 during the year under review.

ONE TIME SETTLEMENT WITH BANK OR FINANCIAL INSTITUTION

During the year under review, there were no instance of one time settlement with any Bank or Financial Institution.

APPRECIATION

The Directors are thankful to all employees of the various divisions for their diligence and contribution to performance. The Directors are grateful to all valuable stakeholders, Dealers, Vendors, Banks, Joint venture partner i.e. U-shin Ltd., Japan, government authorities, business partners, customers, financial institutions, other business associates for their excellent support and co-operation and help rendered during the year. and all other stakeholders.

Your directors wish to place on record their appreciation for the support and guidance provided by its Promoter.

For and on behalf of the Board

Jay Ushin Limited

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