Dear Shareholders,
Your Directors have immense pleasure in presenting their 32nd Annual Report along with
the Audited Results of the Company for the year ended 31st March, 2019.
OPERATING AND FINANCIAL REVIEW
| PARTICULARS |
Standalone |
Consolidated |
|
Year ended 31.03.2019 |
Year ended 31.03.2018 |
Year ended 31.03.2019 |
Year ended 31.03.2018 |
| Gross Turnover* |
44,357.21 |
41,651.21 |
57,759.21 |
41,651.21 |
| Earnings before Interest, Tax & Depreciation and Amortization (EBITDA) |
4105.19 |
4,931.77 |
4,893.88 |
4,931.77 |
| Finance Cost |
1628.13 |
1900.77 |
2900.56 |
1900.77 |
| Depreciation |
2586.86 |
2858.19 |
3860.31 |
2858.19 |
| Tax Expenses |
137.41 |
93.51 |
(116.22) |
93.51 |
| Net Profit After Tax |
(247.20) |
79.31 |
(1,750.77) |
79.31 |
*Note: Gross Turnover for the year ended 31.03.2019 includes GST amounting to र
8,352.11 lacs.
Gross Turnover for the year ended 31.03.2018 includes excise duty & GST amounting
to Rs 707.47 lacs & Rs 6,219.72 lacs respectively.
DIVIDEND
The Board has not recommended any dividend for the year ended 31st March 2019.
COMPANYS PERFORMANCE - STANDALONE
Revenue from operations for the financial year 2018-19 at र 44,357.21 lacs has
increased by 6.50% over last year (र 41,651.21 lacs in 2017-18). Loss after tax (LAT)
for the year is र 247.20 lacs, recording further decline as compared to the PAT of र
79.31 lacs in 2017-18.
Reserves and surplus of the Company has decreased from र 12,003.35 lacs in the
financial year 2017-18 to र 11,692.69 lacs in 2018-19. The Company has a Net worth of
Rs. 16,731.01 lacs as on 31st March, 2019 in comparison to र17,041.67 lacs as
on 31st March, 2018.
CHANGES IN SHARE CAPITAL
During the Financial Year 2018-19, there has been no change in the share capital.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS The Company has
not issued any Equity Shares with Differential Rights.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES The Company has not issued any Sweat
Equity Shares.
STOCK EXCHANGE REQUIREMENTS
The Equity shares of the Company are being traded at Bombay Stock Exchange, Phiroze
Jeejebhoy Towers, Dalal Street, Mumbai and at National Stock Exchange of India Limited,
Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai.
CREDIT RATING
In order to comply with BASEL - II Guidelines your Company has got the rating done by
M/s ICRA LIMITED.
| CREDIT RATING |
LONG TERM/ MEDIUM |
SHORT TERM BANK |
| AGENCY |
TERM BANK FACILITIES |
FACILITIES |
| ICRA |
[ICRA] D |
[ICRA] D |
DEPOSITS
As in the previous year your Company has not accepted any Deposits from the
Shareholders/Public during the year under review, within the meaning of Section 73 of the
Companies Act, 2013 and any amendments thereon.
ENVIRONMENT PROTECTION AND POLLUTION CONTROL
Company is compliant with all the rules and regulations of the Jharkhand State
Pollution Control Board and regularly monitors and keeps the effluents, emissions and
waste disposals from the works well within the stipulated parameters as per the
Environment Conservation & Pollution Control Laws.
The Company is of ISO 14001/2015, OHSAS 18001/2007 and ISO 45001/2018 certified and
maintains its commitment towards according priority to Environment, Occupational Health
and Safety as part of its work culture.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Gautam Malhotra retires by rotation and being eligible offers himself for
re-appointment at the ensuing annual general meeting.
Mr. John E Fintham also retires by rotation and being eligible offers himself for
re-appointment at the ensuing annual general meeting.
Pursuant to the provisions of Section 149 of the Act, which came into effect from April
1,2014, Mr. Sanjay Chhabra was appointed as independent director, for five years, at the
27th AGM of the Company held on September 27, 2014 and Ms. Anuradha Kapur was
appointed as independent director, for five years, at the 30th AGM of the
Company held on September 28, 2017. The terms and conditions of appointment of the
independent directors are as per Schedule IV of the Act. They have submitted a declaration
that each of them meets the criteria of independence as provided in Section 149(6) of the
Act and there has been no change in the circumstances which may affect their status as
independent director during the year.
During the year, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company.
NUMBER OF BOARD MEETINGS
Four meetings of the board were held during the year 2018-19. For details of the
meetings of the board, please refer to the corporate governance report, which forms part
of this report.
PERFORMANCE EVALUATION OF BOARD
The board of directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by SEBI Listing Regulations.
The performance of the Independent Directors was evaluated by the Board after seeking
inputs from all the directors on the effectiveness and contribution of the Independent
Directors.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and nonexecutive
directors. The same was discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2003 the Directors
hereby confirm:
1. That in the preparation ofAnnual Accounts, the applicable Accounting Standards have
been followed and there has been no material departure.
2. That the selected accounting policies were applied consistently and the directors
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2019 and of the profits for
the year ended on that date.
3. That proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2003 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
4. That the annual accounts have been prepared on a going concern basis.
5. That internal financial controls have been laid down to be followed by the Company
and such internal financialcontrols are adequate and operating effectively.
6. That proper systems have been devised to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Companys internal financial controls were adequate and effective during the
financial year 2018-19.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on directors appointment and remuneration and other matters
provided in Section 178(3) of the Act and any amendments thereon has been disclosed in the
Corporate Governance Report, which forms part of the Boards Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in
the Management Discussion & Analysis Report, which forms part of this report.
AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder,
M/s. Raj Gupta & Company, Chartered Accountants, were appointed as statutory auditors
of the Company from the conclusion of the 30th Annual General Meeting (AGM) of
the Company held on September 28, 2017 till the conclusion of the 35th AGM to
be held in the year 2022, subject to ratification of their appointment at every AGM.
However, with the amendment of the Companies Act provisions related to ratification, the
ratification of the appointment at every AGM is not required.
MATERIAL CHANGES & COMMITMENTS
Except, as disclosed elsewhere in the Report, there have been no material changes and
commitments, which can affect the financial position of the Company between the end of the
financial year and the date of report.
As required under Section 134(3) of the Companies Act, 2013, the Board of Directors
informs the shareholders that during the period under review, no changes have occurred in
the nature of the Companys business or in the nature of the business carried on by them
and generally in the classes of business in which the Company has an interest.
RISK MANAGEMENT
The Board of the Company has formed a risk management committee to frame, implement and
monitor the risk management plan for the Company. The committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis.
The development and implementation of risk management policy has been covered in the
management discussion and analysis, which forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the
financial statements. ENVIRONMENT, HEALTH AND SAFETY
Company has made significant contribution towards conservation of energy. Innovation
and technological up gradation of processes and methods have made significant impact in
the overall consumption of natural resources, energy, fuel etc.
Companys management is consistently involved in promoting eco-friendly measures like
planting of trees in and around the Work units, creating new gardens, Rain Water
Harvesting, usage of transparent sheets for natural sunlight inside the plant, use of
turbo ventilators for ventilation purpose and for minimizing the carbon footprints, use of
propane gas in the heat treatment plants for reducing the carbon emissions, minimizing
effluents through better monitoring and corrective measures, reduction of quantum of input
material, whether it is steel, or usage of inert gases for welding through Value
Analysis/Value Engineering activities.
All Statutory safety norms are diligently followed by the Company. Safety is accorded
prime importance in the organization. Each Plant has Safety Committee to oversee the
safety of the workforce through ensuring safe working conditions and well informed and
duly trained workers. Safety audits and evacuation drills are conducted regularly and all
staff members are encouraged to take part in the same and training for the awareness of
the employees are conducted at regular intervals.
Company has a personal Accident Insurance Policy (group) for ensuring welfare and
security to the employees and their families.
CORPORATE GOVERNANCE
The Company is committed to maintain high standards of Corporate Governance and adhere
to the Corporate Governance requirements set out by SEBI. The Report on Corporate
Governance as stipulated under SEBI Listing Regulations is attached to this Report.
ANNUAL RETURN EXTRACT
As provided under Section 92(3) of the Act, the extract of annual return is given as
Annexure-I in the prescribed Form MGT-9, which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and the initiatives undertaken by the Company on CSR activities during the year are set
out in Annexure-II of this report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The policy is available on the website of the
Company.
SUBSIDIARY AND ASSOCIATES
During the year, the Board of Directors (‘the Board) reviewed the affairs of the
subsidiary company. In accordance with Section 129(3) of the Companies Act, 2013, we have
prepared consolidated financial statements of the Company, which forms part of this Annual
Report. Further, a statement containing the salient features of the financial statement of
the subsidiary and joint venture company in the prescribed Form AOC-1 is annexed herewith
as Annexure-III and forms part of the Annual Report which covers the financial position of
subsidiary and associate company and hence not repeated here for the sake of brevity.
In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of each of its subsidiaries, are available on our website, www.jmtauto.com . These documents will also be available
for inspection during business hours at our registered office in New Delhi.
RELATED PARTY TRANSACTIONS
None of the transactions with related parties falls under the scope of section 188(1)
of the Act. All RPTs entered during the financial year by the Company are in ordinary
course of business and on an arms length basis. No material RPTs were entered during the
financial year. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form
AOC-2 is not applicable to your Company.
PARTICULARS OF EMPLOYEES AND REMUNERATION
(a) The ratio of remuneration of each director to the median of employees remuneration
as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the
Boards report as Annexure - IV.
(b) The statement containing particulars of employees as required under section 197(12)
of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not applicable as there are no employees falling in
the category.
SECRETARIAL AUDIT REPORT
The auditors report and secretarial auditors report does not contain any
qualifications, reservations or adverse remarks. Report of the secretarial auditor is
given as Annexure-V which forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The relevant data regarding the above is given in the Annexure-VI hereto and forms part
of this report. MANAGEMENT DISCUSSION & ANALYSIS
A detailed review of operations, performance and future outlook of the Company is given
separately under the head "Management Discussion and Analysis Report" and forms
a part of the Annual Report.
DISCLOSURE REQUIREMENTS
As per SEBI (LODR) Regulations, 2015, Corporate Governance report with Auditors
certificate thereon and management discussion and analysis and business responsibility
report 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 (URL: www.imtauto.com/investors).
Policy on dealing with related party transactions is available on the website of the
Company (URL: www.jmtauto.com/ investors).
The Company has formulated and published a Whistle Blower Policy to provide Vigil
Mechanism for employees including directors of the Company to report genuine concerns. The
provisions of this policy are in line with the provisions of the Section 177(9) of the Act
and SEBI (LODR) Regulations, 2015 (URL: www.jmtauto.com/investors).
ACKNOWLEDGEMENTS
The Board of Directors place on record their gratitude for the co-operation, patronage
and support received from Financial Institutions, Bankers, Government Bodies and employees
at all levels.
Your directors also wish to acknowledge the contribution made by the employees at all
levels and above all the trust and confidence reposed by the shareholders.
|
By order of the Board of Directors |
|
Sd/- |
| Place : New Delhi |
Sanjay Tiku |
| Date : 14.08.2019 |
CEO & Whole Time Directo |
|
DIN - 00300566 |
+91-9892691696
