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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Jasch Industries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 39th Annual Report of the company for the year ended on 31st March 2025.

1. Financial Performance

The highlights of financial performance of the company during the financial year ended 31st March 2025 on standalone basis, as extracted/calculated from the accompanying audited financial statements, are as under:

(Amount in Rs. Lakh)
Particulars	Â¦Current Year 2024 - 2025	^Â¦Previous Year 2023 - 2024 \|
Gross Income from continued operations	18466.08	17231.31
Profit before interest and depreciation	1435.62	1582.52
Financial Charges	160.95	110.13
Gross Profit	2338.75	2234.07
Provision for Depreciation	301.55	269.62
Net profit before Tax	973.12	1202.77
Provision for Tax (Net) & Deferred Tax	224.54	302.67
Net Profit after Tax from continued operations	748.58	900.10
Net Profit after Tax from Discontinued operations	-	719.00
Profit for the Period	748.58	1619.10
Balance of profit brought forward for continued operations	4968.19	4053.78
Other Change	(32.83)	14.31
Balance available for appropriation	5683.94	4968.19
Amount proposed to be carried to	_-	â
reserve
Transfer from General Reserve	-	â
Surplus carried to Balance Sheet	5683.94	4968.19

Gross income, comprising revenue from operations and other income, for the FY 2024-25 was Rs. 18466.07 lakh as against Rs. 17231.31 lakh in FY 2023-24. However, Profit before Tax for the FY 2024-25 was Rs. 973.12 lakh vis-a-vis Rs. 1202.77 lakh in FY 2023-24. Profit after Tax for the FY 2024-25 was Rs. 748.58 lakh compared to Rs. 900.10 lakh in FY 202324.

The company is constantly upgrading its technology and modernizing plant and machinery with a view to maintain competitive edge in the market. Further the company has entered into to a technical know how agreement with a Japanese company for developing new products. The company has also engaged consultants to improve productivity and reduce wastage and develop new products. Though all these initiatives entail expenditure resulting in pressure on margin and reduced profits, but the management considers the same necessary for long term prospects of the company.

2. Material Changes and commitments, if any, after the date of financial statements, affecting the financial position of the company and Future Prospects

The Company has started the supply of coated fabrics for use in interiors of Hyundai/Kia cars. Commercial sales of lamination adhesive has started. A used four-head coated fabrics line has been received from abroad.

Apart from aforestated, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors'' Report. The on-going tariff war between the USA and other countries, may result in cheaper Chinese coated fabrics and PU resin flooding into less-tariff countries like India. If it happens, it may impact revenues and erode some profits.

3. Changes among Directors & Key Managerial Personnel during the year under report

Cessations: Shri Naresh Kumar, Independent Director relinquished his office as such on the expiry of his second term of five years on 30-08-2024.

Appointments: During the year under report, the 38^th Annual General Meeting was held on 30-08-2024, which made the following appointments:

Shri Navneet Garg, a non-independent director retiring by rotation was re-appointed in the same capacity.

Shri Ramnik Garg, and Shri Navneet Garg (both Executive Directors) whose term of three years was expiring w.e.f. 30-06-2025 and 30-04-2025 respectively, were reappointed as such for further period of three years each.

Besides the above, there have not been any changes among Directors and Key Managerial Personnel during the year.

4. Appointment of related party to a place of profit during the year under report

On the recommendations of the Nomination & Remuneration Committee (all of whose members are Independent Directors), Shri Rishit Garg was appointed by the Board as Manager (R&D) w.e.f. 01-07-2024 for a remuneration of Rs. 1,20,000 per month besides other benefits as are being paid to other regular employees of the Company. Shri Rishit Garg has completed his full-time Bachelor of Science Degree in Material Science & Engineering from University of Washington, USA. The Committee and the Board were of the view that his qualifications and training will be of immense benefit to the Company. Shri Rishit Garg is a relative of all the directors belonging to promoter group. Although transaction was stated to be on an arm''s length basis and is not required to be referred to in the Board''s Report 2013, under Section 188(1) of the Companies Act, yet this is being so referred to by way of an abundant caution.

5. Subsidiaries, Consolidated Accounts and materiality

The Company did not have any subsidiaries, joint ventures or associate companies either at the beginning, during or at the end of the year under report.

6. Deposits

The Company did not hold any deposits at the beginning of the year. It did not accept any deposits during the year. Therefore, there was no occasion for any deposits to remain unpaid or unclaimed or in default for repayment of principal or interest thereon.

7. Internal Audit, Internal Financial Control Systems & their adequacy

During the year, the Company had engaged services of M/s Vishal G. Goel & Co, Chartered Accountants as Internal Auditors for the Financial Year 2024-25. The scope of their work included review of processes for safeguarding the assets of Company, effectiveness of systems and processes and assessing the internal control strengths in all areas. Management is having tight control on all the operations of the Company. All expenses are scrutinized and approved by the top management. The Company has adequate system so as to have proper check and control on every department. Deviation from established system, if any, are placed before Audit Committee of the Board for review and corrective action to be taken, if any.

8. Cost Audit & Cost Record

During the year, the Company was mandated to maintain cost records and also appoint cost auditors in respect of its products falling under CETA heading 3909 and 3921 (Plastics and Polymers). The cost records maintained by the Company were subjected these to cost audit which was conducted by M/s Vipul Bhardwaj & Company, Cost & Management Accountants. Cost Audit Report, which is required to be submitted by the Cost Auditors to the Board of Directors within 180 days of close of financial year, has not been received yet. Cost Audit Report for the financial year 2023-24 received during the year under report, was placed before the Board of Directors within the stipulated time. It did not contain any quali fication, reservation, adverse remark or disclaimer.

9. Disclosure pursuant to Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has a policy on prevention of and affirmative action for sexual harassment of women, about which all the employees are communicated periodically. For this purpose, the Company has also constituted an Internal Complaints Committees. At the beginning or end of the financial year under report, no cases were pending and during the year, no cases were filed or disposed of under that Act.

10. Corporate Social Responsibility

As the Company is not required to constitute a CSR Committee, the Board of Directors is directly discharging CSR obligations of the Company. Information required under Rule 8 and 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in the Annexure H to this report.

11. Particulars of Specified Employees

Details of employees whose particulars are required to be disclosed in the Directors'' Report pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure C.

12. Board & Board Committee Meetings

The Board has constituted four Committees, namely Audit Committee, Nomination and Remuneration Committee, Finance Committee and Stakeholders'' Relationship Committee and is empowered to constitute additional functional Committees from time to time, depending on business needs.

For statements on composition of the Board, Audit Committee, Nomination & Remuneration Committee (âNRCâ), Stakeholders Relationship Committee and their Meetings held during the year; Independent Directors, their brief resume, the declarations of Independence given by them and appointment of Key Managerial Personnel, please refer to Annexure A (Corporate Governance Report). Terms and conditions of appointment of Independent Directors can be accessed from the website of the Company at the following web link: www.jaschindustries.com/Investors. Details of Board and Committee Meetings held during the year under report are given in the annexed Corporate Governance Report.

13. Evaluation of Board, its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter called the âListing Regulations), the Board carries out periodic evaluation of its own performance, that of the directors individually as well as that of its Committees as per the criteria suggested by the Institute of Company Secretaries of India and adopted by the NRC and the Board, which includes knowledge of directors'' duties and responsibilities; understanding of Company''s vision, mission, strategic plan and key issues, diligence and participation in Board, Committee and General Meetings and leadership traits.

14. Company''s Policy relating to Remuneration of directors, key managerial personnel and other employees

For Company''s policy relating to Remuneration for directors, key managerial personnel and other employees as required to be disclosed under Section 178(4) of the Companies Act, 2013 and under the Listing Regulations, please refer to Annexure B.

15. Disclosure under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Schedule V, Part II Section II

The requisite details relating to ratio of remuneration, percentage increase in remuneration, etc. of managerial personnel, as stipulated under the Section/Rules mentioned in the above sub- heading, are annexed as Annexure C to this Report. Disclosure pursuant to Schedule V, Part II, Section II relating to remuneration and other details of directors are given in the attached Corporate Governance Report (Annexure A).

16. Auditors, Audit and Auditors'' Report

M/s Arora & Choudhary Associates, Chartered Accountants, who have subjected themselves to a peer review, have carried out statutory audit of Company''s financial accounts for the year. The report given by them (Auditors'' Report) is self- explanatory and does not contain any qualification, reservation, adverse remark or disclaimer. There is no matter reportable under Section 143(12) of the Companies Act, 2013.

17. Secretarial Audit & Secretarial Auditors'' report

During the financial year under Report, the Company subjected itself to Secretarial Audit by Independent Secretarial Auditors, M/s Mukesh Arora & Co, Company Secretaries and their report in Form MR-3 is at Annexure D.

18. Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy is available at the website of the Company at https://www.jaschindustries.com/Investors/Policies.

19. Risk management policy

A statement indicating business risks and the management policy to manage the risks, forms part of Management Discussion & Analysis Report which is placed at Annexure F.

20. Annual Return

In accordance with the amended provisions of Section 92(3) of the Companies Act, 2013, previous year''s Annual Return has been posted at the website of the Company www.jaschindustries.com under the web-link âInvestors. Annual Return for the year under report, after the same has been filed with the Registrar of Companies, will also be available at the website of the Company.

21. Loans, Guarantees and Investments

Under Section 186(4) of the Companies Act, 2013, full particulars of loans and guarantees given, investments made and security provided are required to be and are mentioned in the financial statements. During the year under Report no loans were given, no guarantees were provided and no investments were made.

22. Related Party Transactions

On the recommendation of the Audit Committee, the Board of Directors of the Company has adopted a policy to regulate transactions between the Company and parties related to it. This Policy has been uploaded on the website of the Company at www.jaschindustries.com under the link Investors>Policies. All the related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary course of the business. The Audit Committee had granted prior omnibus approval to certain related party transactions and the same were subsequently placed before the Audit Committee on Quarterly basis for its approval or modification, as the case may be.

Disclosures pursuant to Section 134(3)(h) & Section 188 of the Companies Act, 2013, Regulation 34(3) & 53(f) of the Listing Regulations and other applicable provisions of laws are contained in the enclosed in Form AOC-2 as Annexure - E to the Directors'' Report and also in Note 36 to Financial Statements. There were no material related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

23. Corporate Governance Report & Certificate

The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by SEBI. Corporate Governance Report, together with requisite certificate from an independent Practicing Company Secretary, confirming compliance with the conditions of corporate governance as stipulated under the Listing Regulations is attached.

24. Management Discussion and Analysis Report

For Management Discussion & Analysis Report, please refer to Annexure F.

25. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure G to this report.

26. ISO and IATF Certification

The Company has ISO 9001:2015 certification for Quality Standards, ISO 14001:2015 certification for environmental management systems and IATF 16949:2016 certification for providing improved quality products to automotive customers worldwide.

27. Listing

The Equity Shares of the Company are listed at the BSE Limited. Scrip Id is 500220.

28. Status of Annexures to Directors'' Report

All the Annexures mentioned in this Report form an integral part of the Directors'' Report.

29. Directors'' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors affirm that:

â¢ In the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation, if any, relating to material departures;

â¢ Appropriate accounting policies were selected and applied consistently, and judgments and estimates made were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2025 and of the profits of the Company for the year ended 31st March 2025;

â¢ Proper and sufficient care were taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

â¢ The annual accounts were prepared on a going concern basis;

â¢ Internal financial controls were laid down to be followed by the Company and such internal financial controls were adequate and were operating efficiently;

â¢ Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

30. Appreciation

Your directors wish to place on record their appreciation of the devoted services rendered by the workers, the staff, the executives of the Company, the professionals associated with the Company and for the continued support from its Bankers, HDFC Bank and other stakeholders.

Mar 31, 2024

The Directors have pleasure in presenting the 38th Annual Report of the company for the year ended on 31st March 2024.

1. Performance and Financial & Other Highlights

As the members are aware, the Company earlier operated under two business segments -manufacture of coated fabrics and manufacture of industrial gauges. During the financial year under Report, the Honâble National Company Law Tribunal (âNCLT") accorded approval to a Scheme of Arrangement (demerger) vide an order dated 12-09-2023. This Scheme had been previously approved by the members in the NCLT-convened meeting held on 10-05-2022. Upon a copy of NCLT order being filed with the Registrar of Companies, the Scheme became effective at the close of business hours of 30-09-2023. Under the Scheme, the business relating to manufacture of industrial gauges and equipment (âdemerged undertakingâ) along with its attendant assets and liabilities was demerged and vested in another company viz. Jasch Gauging Technologies Ltd. (âJGTL"). Consequently, the paid up equity share capital of the Company was also reduced from 1,13,00,000 to 67,98,000 equity shares of Rs. 10 each fully paid up.

The financial figures of the year under report (2023-24) as depicted in the accompanying financial statements are not comparable with those of the previous financial year (2022-23) because previous year figures are pre-demerger combined figures of both the business segments whereas figures of the year under report are only of one segment after 01-10-2023 (the other segment having vested in JGTL). In accordance with law and Accounting Standards, the financial statements are required to be present in the way these are so presented.

To have a general idea about the comparative performance of coated fabrics segment of the Company you may refer to the Segment-wise Performance of the company given under "Management Discussion & Analysis Report" annexed herewith.

Revenue of coated fabrics segment which still vests with the Company at Rs. 17,231.31 lakh were higher by 03.11% during the year as compared with those at Rs. 16712.34 lakh during the previous year. Profits before tax relating to this segment increased from Rs. 297.26 lakh to Rs. 900.10 lakh during the year under report. The management considers overall performance to be satisfactory.

The financial highlights of company during the financial year ended 31st March 2024 on standalone basis, as extracted/calculated from the accompanying audited financial statements, are as under:

(Amount in Rs. Lakh)
Particulars	Â¦Current Year 2023 - 202^1	\| Previous Year 2022 - 20231
Gross Income from continued operations	17231.31	16712.34
Profit before interest and depreciation	1582.52	708.82
Financial Charges	110.13	80.95
Gross Profit	2455.84	1475.00
Provision for Depreciation	269.62	228.22
Net profit before Tax	1202.77	399.65
Provision for Tax (Net) & Deferred Tax	302.68	102.39
Net Profit after Tax from continued operations	900.10	297.26
Net Profit after Tax from Discontinued operations	718.99	1697.34
Profit for the Period	1619.09	1994.60
Balance of profit brought forward for continued operations	4053.78	7861.04
Other Change	14.31	(5801.86)
Balance available for appropriation	4968.19	4053.78

Amount proposed to be carried to reserve	â	â
Transfer from General Reserve	â	â
Surplus carried to Balance Sheet	4968.19	4053.78

2. Material Changes and commitments, if any, after the date of financial statements, affecting the financial position of the company and Future Prospects

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Directors'' Report. The on-going war between Russia and Ukraine, the Israel-Palestine conflict, the Houthis attacking the ships passing through the Red Sea, have an adverse effect on the economy world-wide. There is continued apprehension that the prices of raw material (particularly petroleum products) will continue to rise, which the Company may not be in a position to fully recover from its customers. This may erode some profits.

3. Changes among Directors Â£ Key Managerial Personnel during the year under report

Cessations: Shri Manish Garg resigned as Director; Shri Jai Kishan Garg resigned as Managing Director and Shri Mahinder Paliwal, Chief Financial Officer resigned w.e.f. 30-09-2023. They took up similar assignments in the Jasch Gauging Technologies Ltd, the company which had received the demerged business of the Jasch Industries Ltd. Shri Jai Kishan Garg, however, continues to be a director and chairman of the Board of Directors of the Company.

Shri Krishan Lall Khetarpaul and Shri Kuldeep Singal ceased to be independent directors of the Company w.e.f. 31-03-2024 on completion of their second tenure of five years. The Board notes with appreciation the able guidance provided by them during the Board process.

Shri Naresh Kunar, Independent Director will relinquish his office as such on the expiry of his second term of five years on 30-08-2024.

Appointments: In the 37^th Annual General Meeting (âAGM") held on 18-08-2023 appointment of Shri Rushil Garg as Executive Director was approved for a period of three years with effect from 01^stJune 2023. At the same AGM, appointment of Shri Om Prakash Garg, Shri Suresh Goyal and Shri Shri Bhagwan as Independent Directors was approved for a term of five years each. Smt. Jyoti Rani was appointed as Chief Financial Officer w.e.f. 27-10-2023.

Shri Navneet Garg, a non-independent director retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. Besides the above, there have not been any changes among Directors and Key Managerial Personnel during the year. Details of the proposed appointee(s) have been given elsewhere in the Directorsâ Report.

4. Subsidiaries, Consolidated Accounts and materiality

Consequent upon demerger and allotment of shares to its shareholders, the only subsidiary of the Company, namely, Jasch Gauging Technologies Ltd ("JGTL") which had been established solely to receive the demerged business of your Company, ceased to be subsidiary of the Company w.e.f. 3009-2023. The Company did not have any joint ventures or associate companies either at the beginning or at end of the year.

5. Deposits

6. Internal Audit, Internal Financial Control Systems Â£ their adequacy

During the year the Company had engaged services of M/s Vishal G. Goel Â£ Co, Chartered Accountants as Internal Auditors for the Financial Year 2023-24. The scope of their work included

review of processes for safeguarding the assets of Company, effectiveness of systems and processes and assessing the internal control strengths in all areas. Management is having tight control on all the operations of the Company. All expenses are scrutinized and approved by the top management. The Company has adequate system so as to have proper check and control on every department. Deviation from established system, if any, are placed before Audit Committee of the Board for review and corrective action to be taken, if any.

7. Cost Audit & Cost Record

During the year, the Company was mandated to maintain cost records and also appoint cost auditors in respect of its products falling under CETA heading 3909 and 3921 (Plastics and Polymers). Accordingly, the Company duly maintained cost records during the financial year 202324 and subjected these to cost audit which was conducted by M/s Vipul Bhardwaj & Company, Cost & Management Accountants. Cost Audit Report, which is required to be submitted by the Cost Auditors to the Board of Directors within 180 days of close of financial year, has not been received yet.

8. Disclosure pursuant to Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

9. Corporate Social Responsibility

10. Particulars of Specified Employees

11. Board & Board Committee Meetings

For statements on composition of the Board, Audit Committee, Nomination & Remuneration Committee ("NRC"), Stakeholders Relationship Committee and their Meetings held during the year; Independent Directors, their brief resume, the declarations of Independence given by them and appointment of Key Managerial Personnel, please refer to Annexure A (Corporate Governance Report). Terms and conditions of appointment of Independent Directors can be accessed from the website of the Company at the following web link: www.jaschindustries.com/lnvestors. Details of Board and Committee Meetings held during the year under report are given in the annexed Corporate Governance Report.

12. Evaluation of Board, its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations & Other Disclosure) Regulations, 2015 (hereinafter called the "Listing Regulations), the Board carries out periodic evaluation of its own performance, that of the directors individually as well as that of its Committees as per the criteria suggested by the Institute of Company Secretaries of India and adopted by the NRC and the Board, which includes knowledge of directors'' duties and responsibilities; understanding of Company''s vision, mission, strategic plan and key issues, diligence and participation in Board, Committee and General Meetings and leadership traits.

13. Companyâs Policy relating to Remuneration for directors, key managerial personnel and other employees

For a policy relating to Remuneration for directors, key managerial personnel and otheremployees as required to be disclosed under Section 178(A) of the Companies Act, 2013 and under the Listing Regulations, please refer to Annexure B.

14. Disclosure under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Schedule V, Part II Section II

15. Auditors, Audit and Auditors'' Report

16. Secretarial Audit & Secretarial Auditors'' report

17. Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://www.jaschindustries.com/lnvestors/Policies.

18. Risk management policy

A statement indicating business risks and the management policy to manage the risks, forms part of Management Discussion & Analysis Report attached with Directors'' Report as Annexure F.

19. Annual Return

20. Loans, Guarantees and Investments

As required under Section 186(4) of the Companies Act, 2013, full particulars of loans and guarantees given, investments made and security provided are mentioned in the financial statements. During the year under Report no loans were given, no guarantees were provided and no investments were made.

21. Related Party Transactions

On the recommendation of the Audit Committee, the Board of Directors of the Company has adopted a policy to regulate transactions between the Company and parties related to it. This Policy has been uploaded on the website of the Company at www.jaschindustries.com under the link lnvestors>Policies. All the related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary course of the business. The Audit Committee had granted prior omnibus approval to certain related party transactions and the same were subsequently placed before the Audit Committee on Quarterly basis for its approval or modification, as the case may be.

Disclosures pursuant to Section 134(3)(h) & Section 188 of the Companies Act, 2013, Regulation 34(3) & 53(f) of the Listing Regulations and other applicable provisions of laws are contained in the enclosed in Form AOC-2 as Annexure - E to the Directorsâ Report and also in Note 36 to Financial Statements. There were no material related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

22. Corporate Governance Report & Certificate

23. Management Discussion and Analysis Report

For Management Discussion & Analysis Report, please refer to Annexure F.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure G to this report.

25. ISO and IATF Certification

26. Listing

The Equity Shares of the Company are listed at the BSE Limited.

27. Scheme of Arrangement

A Scheme of Arrangement between the Company (Jasch Industries Ltd - âJIL") Jasch Gauging Technologies Ltd (âJGTL" - wholly owned subsidiary of JIL) and their respective shareholders and creditors was approved by the Honâble National Company Law Tribunal vide its order dated 12-092023. Under the Scheme, the measurement gauges related business (including assets and liabilities) of the has been demerged to JGTL with retrospective effect i.e. w.e.f. 01-04-2022. Consequently, the paid up share capital of the Company has also been reduced from Rs. 1133 lakh to Rs. 679.8 lakh.

28. Status of Annexures to Directors'' Report

All the Annexures mentioned in this Report form an integral part of the Directors'' Report.

29. Directors'' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors affirm that:

â¢ In the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation, if any, relating to material departures;

â¢ Appropriate accounting policies were selected and applied consistently, and judgments and estimates made were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the profits of the Company for the year ended 31st March 2024;

â¢ The annual accounts were prepared on a going concern basis;

â¢ Internal financial controls were laid down to be followed by the Company and such internal financial controls were adequate and were operating efficiently;

â¢ Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

30. Appreciation

Mar 31, 2018

The Directors have pleasure in presenting the 32nd Annual report and audited accounts of the company for the year ended 31st March 2018.

1. Financial Highlights

The performance of company during the financial year ended 31st March 2018 on standalone basis has been as under: (Rs. in jakh)

Particulars	Current Year 2017-2018	Previous Year 2016-2017
Gross Income	13512.98	11763.54
Profit before interest and depreciation	1339.67	1261.37
Financial Charges	248.32	247.38
Gross Profit	1090.35	1013.99
Provision for Depreciation	269.81	282.70
Net profit before Tax	821.54	731.29
Provision for Tax (Net) &Deferred Tax	285.14	249.35
Net Profit after Tax	536.40	481.94
Balance of profit brought forward	2881.27	2399.34
Balance available for appropriation	3417.67	2881.27
Amount proposed to be carried to any Reserve
Transfer from General Reserve
Surplus carried to Balance Sheet	3417.67	2881.27

2. Performance during the financial year under Report

2.1 State of Companyâs Affairs

Your company has achieved sales of Rs.134.00 crore during 2017-2018, which were 14.90% higher as compare with the sales of the previous year. The sales of Synthetic Leather Division at Rs. 97.25 crore were higher by 15.5% as compared with sales of Rs. 84.20 crores during the immediately preceding financial year. The sales of Electronic Gauge Division at Rs. 36.75 crore were 13.88% higher as compared those of immediately preceding financial year. Companyâs operating profit before interest, depreciation and income tax increased by 6.17% to Rs. 13.39 crore during 2017-18 as compared with Rs. 12.61 crore during the previous year due to lower raw material prices and reduced power & fuel. The interest and finance charges have remained unchanged at Rs. 2.48 crore as compared with the previous year.

The net profit after interest, depreciation, income tax and deferred tax have increased to Rs. 5.36 crore, which were 11.32% higher as compared with that of the previous year. Keeping in view prevailing sluggish market conditions resulting in stagnant sales & realization of Synthetic Leather, the management considers overall performance to be satisfactory. The Board has not proposed appropriation of any amounts to reserves. During the year, there has not been any change in nature of business of the company. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future. The financial statements of the company have been audited by independent statutory auditors, who have previously subjected themselves to peer review. Their Audit report, which is annexed, is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer calling for comments by the Board.

2.2 Material Changes and commitment, if any, after the date of financial statements, affecting the financial position of the company

No material changes and commitment affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Directorsâ Report.

Future Prospects

Your company is continuously upgrading its technology and modernizing its plant and machinery to maintain a competitive edge in the market.

In the Synthetic Leather segment, the major thrust of your Company has always been towards indigenization of raw material, improvements in the manufacturing process and developing new products. Your Company is undertaking a major change in the production lines, which besides increasing the capacity of PVC production line from 70 Lakh L. Mtrs to 90 Lakh L. Mtrs and that of PU production line from 24 Lakh L. Mtrs to 30 Lakh L. Mtrs, will also increase operational efficiency and speed of production.

In the Electronics Gauges segment, your Company is developing new types of gauges, which will not be based on nuclear isotopes and X-rays. This will attract new customers.

The management perceives that the above measures will result in increased production & profits and also attract high-end consumers.

3. Dividend

The management has not proposed any dividend for the year ended on 31st March 2018.

4. Directors & Key Managerial Personnel

The Board of Directors is the apex body constituted by shareholders for overseeing the Companyâs overall functioning. The Board provides and evaluates the Companyâs strategic direction, management policies and their effectiveness and ensures that stakeholdersâ long-term interests are being served. The Chairman and Managing Director provides overall direction and guidance to the Board.

The Board has constituted five Committees, namely Audit Committee, Nomination and Remuneration Committee (NRC), Finance Committee, CSR Committee, Stakeholdersâ Relationship Committee and is empowered to constitute additional functional Committees from time to time, depending on business needs.

For statements on composition of the Board, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and their Meetings held during the Financial Year under Report; Independent Directors, their brief resume, the declarations of Independence given by them and appointment of Key Managerial Personnel, please refer to Annexure A (Corporate Governance Report) which forms an integral part of this Report. Terms and conditions of appointment of Independent Directors can be accessed from the website of the Company at the following web link :www.jaschindustries.com/Filings & Disclosures/ Appointment & Training of IDs.

Smt Kamlesh Garg, Director retires by rotation at this Annual General Meeting. The term of appointment of Independent Directors viz. Dr. Shiv Kumar Khandelwal, Shri Kuldeep Singal, Dr. Kailash Chander Varshney and Shri Krishan Lal Khetarpaul will come to an end on 31-03-2019 and the term of appointment of whole time directors, viz. Shri Jai Kishan Garg, Managing Director; Shri Ramnik Garg, Executive Director and Shri Navneet Garg, Executive Director will come to an end on 30-04-2019, 30-04-2019 and 30-06-2019 respectively.

Being eligible, the aforesaid persons have offered themselves for reappointment for fresh terms. On the recommendations of the

Nomination & Remuneration Committee, which found their performance to be good, the Board of Directors proposes and recommends to the AGM their re-appointments, as proposed in the Notice convening the Annual General Meeting. Brief resume of the proposed re-appointees is given in the annexed Corporate Governance Report, which forms part of the Directorsâ Report.

5. Particulars of Employees

The Company does not have any employees whose particulars are required to be disclosed in the Directorsâ Report pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

6. Board & Board Committee Meetings

Details of Board and Committee Meetings are given in the annexed Corporate Governance Report which forms integral part of this Report.

7. Evaluation of Board, its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board carries out periodic evaluation of its own performance, that of the directors individually as well as that of its Committees as per the criteria suggested by the Institute of Company Secretaries of India and adopted by the NRC and the Board, which includes knowledge of directorsâ duties and responsibilities; understanding of Companyâs vision, mission, strategic plan and key issues, diligence and participation in Board, Committee and General Meetings, and leadership traits.

8. Companyâs Policy on Appointment and Remuneration and other matters relating to Directors

For a policy on Directorsâ appointment, remuneration and criteria for determining their qualifications, positive attributes, independence and evaluation, required to be disclosed under Section 178(3) of the Companies Act, 2014 and under the Listing Regulations,please refer to Annexure B, which forms part of this Report.

9. Disclosure under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

10. Subsidiaries, Consolidated Accounts and materiality

Indev Gauging Systems Inc (INDEV), is a wholly owned foreign subsidiary of Jasch North America Ltd(JNAC) (the latter in turn being a wholly owned subsidiary of Jasch Industries Ltd). Jasch Automation Ltd (now a dormant company) is the Indian subsidiary of the Company. All these entities existed as subsidiaries of the Company at the beginning and at the end of the Financial Year under report and none of these subsidiaries is a material subsidiary (A subsidiary company is considered as material if the holding Companyâs investment in the subsidiary company exceeds twenty per cent of consolidated net worth of holding company as per holding companyâs audited balance sheet of the previous financial year or if the subsidiary company has generated twenty per cent of the consolidated income of the holding company during the previous financial year).

Performance and financial position: JNAC does not perform any business, except supporting Indev by way of providing share capital or investment. Financial statements of JNAC and JAL have been consolidated with the financial statements of the Company for the financial year ended on that date. During the financial year under report, Indev achieved a gross sales and other income of USD equivalent of INR 2243 lakh but suffered a loss of USD equivalent of INR 98 lakh, which was mainly a capital loss (Rs. 84 lakh) on account of sale of property by Indev in the State of Illinois, USA, for the purpose of shifting to a better location in the State of Ohio, USA. As required under law, the consolidated accounts of the Company, which include those of its wholly owned subsidiaries, are annexed to this report.

11. Financial Audit & Financial Auditorsâ Report

M/s Mukesh A Mittal & Co., Chartered Accountants, who have subjected themselves to a peer review, have carried out statutory audit of Companyâs financial accounts during the financial year 2017-18. The report given by them (Auditorsâ Report) is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer. There is no matter reportable under Section 143(12) of the Companies Act, 2013.

12. Secretarial Audit & Secretarial Auditorsâ report

13. Cost Audit & Cost Record

14. Internal Audit, Internal Control Systems & Their Adequacy

The Company has engaged CMA Jyoti Gandhi as Independent Internal Auditor. The scope of their work includes review of processes for safeguarding the assets of Company, effectiveness of systems and processes and assessing the internal control strengths in all areas. Management is having tight control on all the operations of the Company. All expenses are scrutinized and approved by the top management. The Company has adequate system so as to have proper check and control on every department. Deviation from established system, if any, are placed before Audit Committee of the Board for review and corrective action to be taken, if any.

15. Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.jaschindustries.com under the link Filings & Disclosures/RPT, Vigil & Other Policies.

16. Risk management policy

A statement indicating business risks and the management policy to manage the risks, forms part of Management Discussion & Analysis Report attached with Directorsâ Report.

17. Annual Return

In accordance with the amended provisions of Section 92(3) of the Companies Act, 2013, a copy of Annual Return, after the same has been filed with the Registrar of Companies, will be available at the website of the Company www.jaschindustries.com under the web-link Investor Services.

18. Deposits

The Company neither had any deposits at the beginning of the year, nor did it accept any deposits during the year under report. Therefore, there was no occasion for any deposits to remain unpaid or unclaimed or in default for repayment of principal or interest thereon.

19. Loans, Guarantees and Investments

As required under Section 186 of the Companies Act, 2013, full particulars of loans and guarantees given, investments made and security provided during the year under Report are contained in the accompanying financial statements.

20. Related Parties Transactions

All the related party transactions that were entered during the financial year were on armâs length basis and were in the ordinary course of the business. The Audit Committee had granted prior omnibus approval to certain related party transactions and the same were subsequently placed before the Audit Committee on Quarterly basis for its approval or modification, as the case may be. Particulars of contracts entered during the year as per Form AOC-2 are enclosed as Annexure - F. There were no material related party transactions with the Companyâs promoters, directors, management or their relatives, which could have had a potential conflict with the interests of the Company.

21. Corporate Governance Report & Certificate

The Company is committed to maintaining the highest standards of corporate governance and adhering to the corporate governance requirements set out by SEBI. Corporate Governance Report, together with requisite certificate from the Independent Statutory Auditors of the Company, confirming compliance with the conditions of corporate governance as stipulated under the Listing Regulations, is attached and forms an integral part of this Report.

22. Management Discussion and Analysis Report

For Management Discussion & Analysis Report, please refer to Annexure G, which forms a part of this Report.

23. Disclosure Pursuant To Section 22 of Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has a policy on prevention of, and affirmative action for, sexual harassment of women, about which all the employees are communicated periodically. For this purpose, the Company has also constituted an Internal Complaints Committees. At the beginning of the financial year under report, no cases were pending and during the year, no cases were filed or disposed of under that Act.

24. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Information required under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure H to this report.

25. ISO Certification

The Company has ISO 9001:2015 certification for Quality Standards and has applied for ISO 14001:2015 certification relating to environmental management system.

26. Listing

The Shares of the Company are listed on Stock Exchanges at Mumbai and Kolkata. The Company has filed an application with the Calcutta Stock Exchange Association Ltd (CSE) for delisting of its shares therefrom. The matter is under consideration with CSE.

27. Corporate Social Responsibility

In accordance with provisions of Section 134 (3 (o), the Board set up a Corporate Social Responsibility (CSR) Committee which developed a policy for carrying out activities which are as specified in Schedule VII to the Companies Act, 2013. During the financial year 2017-18, the Company spent Rs. 9,61,966 on CSR activities, which is 2% of companyâs average profits of the preceding three years.

28. Directorsâ Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors affirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation, if any, relating to material departures;

(ii) Appropriate accounting policies had been selected and applied consistently, and judgments and estimates made were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2018 and of the profits of the Company for the year ended 31st March 2018.

(iii) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts had been prepared on a going concern basis.

(v) Internal financial controls were laid down to be followed by the Company and such internal financial controls were adequate and were operating efficiently.

(vi) Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

29. Appreciation

Your directors wish to place on record their appreciation of the devoted services rendered by the workers, the staff and the executives of the Company and for the continued support from the shareholders, the lenders and other associates.

For & on behalf of the Board

Place : Sonipat (J. K. GARG)

Date : 28th July 2018 Chairman

Mar 31, 2016

1. FINANCIAL HIGHLIGHTS

The performance of company on stand-alone basis during the financial year ended 31st March, 2016 has been as under :

('' in lakh)

Particulars	Current Year	Previous Year
	2015-16	2014-15
Gross Income	11021.36	10565.80
Profit before interest and depreciation	1126.08	934.26
Financial Charges	225.50	216.38
Gross Profit	900.58	717.88
Provision for Depreciation	257.88	246.38
Net profit before Tax	642.70	471.50
Provision for Tax (Net) & CSR	232.08	162.41
Net Profit after Tax	410.62	309.09
Balance of profit brought forward	1993.99	1684.91
Balance available for appropriation	2404.61	1993.99
Amount proposed to be carried to any Reserve	â	â
Transfer from General Reserve	â	â
Surplus carried to Balance Sheet	2404.61	1993.99

2. Performance during the financial year under Report

2.1 State of Company''s Affairs

Your company has achieved gross sales of Rs. 110.21 crore during 2015-2016, which were 4.31% higher as compare with the sales of the previous year. The sales of Synthetic Leather Division were almost stagnant at Rs. 83.21 crore as compared with sales of Rs. 83.93 crore during the previous year due to sluggish market conditions. Further with the general decline in the prices of some of the raw materials, selling price of Synthetic Leather was also marginally reduced resulting in stagnant sales. The sales of Electronic Gauge Division at Rs. 26.99 crore were 24.2% higher as compared with previous year due to higher inflow of orders both from Domestic and International market, particularly during the second half of the year.

The company''s operating profit before interest, depreciation, income tax and provision for corporate social responsibility increased by 20.5% to Rs. 11.26 crore during 2015-16 as compared with Rs. 9.34 crore during the previous year due to lower raw material prices and reduced power & fuel. The interest and finance charges have marginally increased to Rs. 2.26 crore as compared with Rs. 2.16 crore during the previous year.

The net profit after interest, depreciation, income tax and write back of deferred tax of Rs. 5.61 lakh and provision for corporate social responsibility have increased to Rs. 4.11 crore, which were 32.68% higher as compared with the previous year. Keeping in view prevailing sluggish market conditions resulting in stagnant sales, the management considers overall performance to be satisfactory. The Board has not proposed appropriation of any amounts to reserves. During the year, there has not been any change in nature of business of the company. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future. The financial statements of the company have been audited by independent statutory auditors, who have previously subjected themselves to peer review. Their Audit report, which is annexed is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer calling for comments by the Board.

2.2 Material Changes and commitment, if any affecting the financial position of the company

As the members are aware, at present the Company has two business segments: (1) manufacture of PU resins and PU/PVC coated fabrics and

(2) manufacturing of industrial gauges. The manufacture of industrial gauges requires a dedicated focus and business strategies to develop its growth potential in the business market relevant to it. To do so and thus create value for all of its stakeholders, the management proposes its demerger from rest of the business of the Company and vest it in a newly incorporated wholly subsidiary Company viz Jasch Automation Ltd. In consultation with professionals in the field, the management had prepared a draft Scheme of Demerger and also obtained "Fairness Opinion" from a Category-I Merchant Banker and also had "Share Entitlement Ratio" determined by a Chartered Account in practice. A copy of the draft Scheme of Demerger, obtained Fairness Opinion, calculation of Share Entitlement Ratio and other related documents are available at the website of the Company www.jaschindustries.com under the tab "Demerger".

The proposed Scheme envisages allotment in proportion of seventy-two equity shares of Jasch Industries Ltd and twenty-eight equity shares of Jasch Automation Ltd (both of Rs. ten each and fully paid up), in exchange of existing one hundred equity shares (fully paid up) of Jasch Industries Ltd held by the shareholders on a date, which is yet to be determined. Since it is proposed to have the equity shares of Jasch Automation Ltd listed on BSE Ltd, this would also help its shareholders to unlock the value of their shares.

As required by law, the Company had filed an application with BSE Ltd (Mumbai Stock Exchange) " with a draft Scheme of Demerger and has received "observation letter" dated 23^rd June, 2016 from it. The proposed Scheme will be subject to approval of the Hon''ble Punjab & Haryana High Court, the shareholders of the Company and its creditors.

Besides the above, no material changes and commitment affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Director''s Report.

3. Future prospects

The company is continuously upgrading its technology and modernizing plant and machinery to maintain competitive edge in the market. The company is also concentrating on PU Resin where competition is somewhat less and surplus capacity is available after meeting internal requirements for production of PU Synthetic Leather. The company is availing the services of Foreign Technical Experts for developing new Products of PU Leather with potential of higher realization.

4. Dividend

The management has not proposed any dividend for the year ended on 31^st March, 2016 so as to conserve resources for Capex and augmenting working capital.

5. Directors & Key Managerial Personnel

The Board of Directors is the apex body constituted by shareholders for overseeing the Company''s overall functioning. The Board provides and evaluates the Company''s strategic direction, management policies and their effectiveness and ensures that shareholders'' long-term interests are being served. The decision making process at the Company is institutionalized. Stakeholder''s interests are taken into account, before making any business decision. The Chairman and Managing Director (CMD) provides overall direction and guidance to the Board. The Board has constituted three Committees, namely Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee and is empowered to constitute additional functional Committees from time to time, depending on business needs.

For statements on composition of the Board, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and their Meetings held during the Financial Year under Report, Independent Directors, their brief resume, the declarations of Independence given them and appointment of Key Managerial Personnel, please refer to Annexure A (Corporate Governance Report) which forms an integral part of this Report. Terms and conditions of appointment of Independent Directors can be accessed from the website of the Company at the following web link : www.jaschindustries.com/ Filings & Disclosures/ Appointment & Training of IDs.

During the financial year under report, no new Director was appointed or re-appointed. However, appointment of Dr. SK Khandelwal, Dr. KC Varshney, Shri Kuldeep Singal and Shri KL Khetarpaul as Independent Directors which was previously made under the old Companies Act of 1956, was re-confirmed for a period of five years by means of Postal Ballot. During the period intervening between the close of the financial year under report and the date of this notice, on the recommendations of the Nomination & Remuneration Committee, Shri Jai Kishan Garg, Shri Ramnik Garg and Shri Navneet Garg, whose tenure as Managing Director, Whole Time Director and Whole Time Director respectively, came to an end, were re-appointed for a further period of three years, subject to approval by this Annual General Meeting. Shri Ramnik Garg, Director retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. On the recommendations of the Nomination & Remuneration Committee, the Board of Directors proposes to re-appoint him as Director (subject to retirement by rotation). The Board recommends these (re) appointments.

6. Particulars of Employees

The Company does not have any employees whose particulars are required to be disclosed in the Directors'' Report pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

7. Board & Board Committee Meetings

Details of Board and Committee Meetings are given in the Corporate Governance Report, which is annexed as Annexure A ibid which forms integral part of this Report.

8. Evaluation of Board, its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and Listing Agreement/Listing Regulations, the Board carries out periodic evaluation of its own performance, that of the directors individually as well as that of its Committees as per the criteria suggested by the Nomination & Remuneration Committee, which includes attendance and participation at Board, Committee and General Meetings; quality of individual director''s contribution to Board, relationship of an individual director with other Board members; ability to follow up the views expressed by him/her earlier, ability to contribute to and monitor the corporate governance practices, ability to restrict litigation to the minimum, ability to take unanimous decisions, ability to adopt international best practices, ability to actively participate in long-term strategic planning, ability to fulfill directors'' legal obligations and fiduciary responsibilities, self-appraisal of Key Result Areas (in case of whole time directors), etc.

9. Remuneration Policy, Remuneration of Directors & Appointment of Directors

For a policy on Directors'' appointment, remuneration and criteria of evaluation required to be disclosed under Section 178(3) of the Companies Act, 2014 and under the Listing Agreement /Listing Regulations, please refer to Annexure B, which forms part of this Report.

10. Disclosure under Section 197(12) of the Act and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

11. Subsidiaries, Consolidated Accounts and materiality

Indev Gauging Systems Inc (INDEV), is a wholly owned subsidiary of Jasch North America Ltd(JNAC) (the latter in turn being the wholly owned subsidiary of Jasch Industries Ltd). Incorporated in the United States, both these entities existed as subsidiaries of the Company at the beginning and at the end of the Financial Year under Report. On 16th February, 2016, a new Company i.e. Jasch Automation Ltd was incorporated as a wholly owned subsidiary to receive the demerged business of Automation Division of the Company. A subsidiary company is considered as material if the holding Company''s investment in the subsidiary company exceeds twenty per cent of consolidated net worth of holding company as per holding company''s audited balance sheet of the previous financial year or if the subsidiary company has generated twenty per cent of the consolidated income of the holding company during the previous financial year.

Performance and financial position: JNAC does not perform any business, except supporting INDEV by way of providing share capital or investment or guarantee. Although calendar year is the financial year of both these subsidiaries but financial statement of JNAC has been obtained for the fifteen month period ended on 31-03-2016 and consolidated with the financial statements of the Company for the financial year ended on that date. During this fifteen month period, JNAC achieved a gross sales and other income of USD equivalent of INR 14,45,61,390 and incurred a loss of USD equivalent of INR 1,19,50,518. The loss is largely attributable to the quarter 01-01-2016 to 31-05-2016, which is a lean period in USA. In accordance with the requirements of accounting standard (AS) 21 prescribed by The institute of chartered Accountants of India, the consolidated accounts of the Company, which include those of its wholly owned subsidiaries, are annexed to this report.

12. Financial Audit & Financial Auditors'' Report

M/s Arora and Choudhary Associates, Chartered Accountants, who have subjected themselves to peer review, have carried out statutory audit of Company''s financial accounts during the financial year 2015-16. They hold office till the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limit under Companies Act, 2013 and that they are not disqualified for re-appointment. The Directors and the Audit Committee recommend their re-appointment. Auditors'' Report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer. There is no matter reportable under section 143(12) of the Companies Act, 2013.

13. Secretarial Audit & Secretarial Auditors'' report

14. Cost Audit & Cost Record

15. Internal Audit, Internal Control Systems & Their Adequacy

The Company has engaged CMA Jyoti Gandhi as its Internal Auditor. The scope of their work includes review of processes for safeguarding the assets of Company, effectiveness of systems and processes and assessing the internal control strengths in all areas. Management is having tight control on all the operations of the Company. All expenses are scrutinized and approved by the top management. The Company has adequate system so as to have proper check and control on every department. Deviation from established system, if any are placed before Audit Committee of the Board for review and corrective action to be taken, if any.

16. Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.jaschindustries.com under the link Filings & Disclosures/RPT, Vigil & Other Policies.

17. Risk management policy

A statement indicating business risks and the management policy to manage the risks, forms part of Management Discussion & Analysis Report attached with Directors'' Report.

18. Extract of Annual Return

Extract of Annual Return is attached at Annexure E.

19. Deposits

20. Loans & Advances

During the year under Report, the Company did not give any reportable loans or advances.

21. Related Parties Transactions

All the related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary course of the business. The Audit Committee has granted omnibus approval to certain transactions. Transactions with related parties are placed before the Audit Committee on Quarterly basis for its approval or modification and the particulars of contracts entered during the year as per Form AOC-2 are enclosed as Annexure - F. There were no material related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company.

22. Corporate Governance Report & Certificate

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Corporate Governance Report, together with requisite certificate from the Independent Statutory Auditors of the Company, confirming compliance with the conditions of corporate governance as stipulated under the Listing Agreement/Listing Regulations is attached and forms an integral part of this Report.

23. Management Discussion And Analysis Report

For Management Discussion & Analysis Report, please refer to Annexure G, which forms a part of this Report.

24. Disclosure Pursuant To Section 22 of Sexual Harassment of Women At Workplace (Prevention, Prohibition & Redressal) Act, 2013

In accordance with the Sexual Harassment of Women at Workplace

(Prevention, Prohibition & Redressal) Act, 2013, the Company has a policy on prevention of, and affirmative action for, sexual harassment of women, about which all the employees are communicated periodically. For this purpose, the Company has also constituted an Internal Complaints Committees. At the beginning of the financial year under report, no cases were pending and during the year, no cases were filed or disposed of under that Act.

25. Conservation Of Energy, Technology Absorption,

Foreign Exchange Earnings & Outgo

Information required under section 134 (3) (m) of the Companies Act,

26. Credit Rating & ISO Certification

The financial facilities availed by the Company from HDFC Bank were got rated by CRISIL, a Premier credit rating agency, which has awarded long term rating "BBB/Stable" and short term rating "CRISIL A3 " to these facilities. As per Credit Rating Scales available at the website of CRISIL, instruments with these ratings have moderate degree of safety/credit risk regarding timely servicing/payment of financial obligations. The Company has also obtained ISO 9001:2000 Quality Certificates for its Synthetic Leather and Electronic Gauge Divisions respectively.

27. Listing

The Shares of the Company are listed on Stock Exchanges at Mumbai and Kolkata. The Company has filed an application with the Calcutta Stock Exchange for delisting of its shares there from. No response has yet been received from Calcutta Stock Exchange.

28. Corporate Social Responsibility

Provisions relating to Corporate Social Responsibility were not applicable to the Company during the Financial Year under Report. However, these have subsequently become applicable w.e.f. 01-04-2016 and the Company has taken necessary steps to comply with the same.

29. Directors'' Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors affirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation, if any, relating to material departures;

(ii) Appropriate accounting policies had been selected and applied consistently, and judgments and estimates made were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profits of the Company for the year ended 31st March, 2016;

(iv) The annual accounts had been prepared on a going concern basis;

(v) Internal financial controls were laid down to be followed by the Company and such internal financial controls were adequate and were operating efficiently; and

(vi) Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively.

30. Appreciation

For & on behalf of the Board

Place: Sonipat (J.K.GARG)

Date: 30-07-2016 Chairman

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 28th Annual report and audited accounts of the company for the year ended 31st March 2014.

FINANCIAL RESULTS rs in lakh Particulars Current year Previous Year 2013-14 2012-13

Gross Sales 9755.99 8963.36

Less Excise Duty/VAT/Service Tax 983.72 912.61

Net Sales Turnover 8772.27 8050.75

Other Income 29.16 21.04

Net sales and & other income 8801.43 8071.79

Operating Profit before Interest, 838.05 798.90

Depreciation, Income Tax, Exceptional Items & Prior Periods Adjustments - -

Interest & Financial Charges 241.54 277.60

Gross Profit Before Depreciation 596.51 521.30

Depreciation 267.76 247.80

Less : Provision for income tax 145.95 103.66

Net profit before deferred tax 182.80 169.84

Add / (Deduct) : Provisions for deferred Tax (Assets) / Liability 8.22 11.46

Net profit available for appropriation 191.02 181.30

Surplus brought forward from previous year 1463.89 1282.59

Transfer to general reserve - -

Provision for dividend including dividend distribution tax - -

surplus carried forward 1684.91 1493.89

Dividend

In view of low profit, tough economic scenario and need for augmenting working capital resources the Management has not proposed any dividend for the year endedon31st March, 2014.

Performance during the year

Your company has achieved gross sales of 9755.99 lakh during 2013-2014 which were 8.84% higher as compared with the sales of previous year. The sales of Synthetic Leather Division at Rs. 7152.72 lakh during 2013-14 were 5 % higher as compared with the sales of previous year. The sales of Electronic gauge Division at Rs. 2603.28 lakh during the year were 20.88% higher as compared with the previous year. The Electronic gauge Division has achieved export of Rs. 965.71 lakh during the year as compared with export of Rs. 880 lakh during the previous year despite recessionary conditions in user industries in international market.

The company operating profit before interest, depreciation, income tax and deferred tax increased by 4.90% to Rs. 838.05 lakh during 2013-14 as compared with Rs. 798.90 lakh during the previous year, despite higher cost of power & fuel, salaries/wages, exchange loss due to Rupee depreciation and stagnant selling prices due to recession in the market.

The interest and finance charges decreased to Rs. 241.54 lakhs (previous year Rs. 277.60 lakhs) despite higher sales, due to effective working capital management. The gross profit before interest and depreciation has increased to Rs. 838.05 lakh which is 5% higher as compared to the previous year. After providing depreciation of Rs. 267.76 lakh and provision for income tax of Rs. 145.95 lakh and writing back of deferred tax of Rs. 8.22 lakh the company has earned net profit of Rs. 191.02 lakh, which is 5.37% higher as compared with the net profit of Rs. 181.30 lakh in the previous year. Keeping in the view weak scenario in the economy resulting in stagnant sale realization and all around increase in the cost of inputs due to inflationary condition, the management considers overall performance to be satisfactory in a difficult year.

CREDIT RATING AND ISO CERTIFICATION

The company''s performance and financial position was rated by CRISIL Ltd, the Premier credit rating agency in the country. CRISIL has assigned BBB Stable rating to fund based long term bank loans and A3 rating to non-fund based facilities from State Bank of India. Our rating reflects moderate safety to timely payment of financial obligations and comes under Investment Grade rating. The Company has obtained ISO 9001:2008 and ISO 9001:2000 Quality Certificates for its Synthetic Leather and Electronic Gauge Division respectively.

INSURANCE CLAIM

The company''s insurance claim of Rs. 48.96 lakhs regarding fire accident in November, 2001 continues to be pending in Delhi High Court. Necessary provisions would be made after the case is settled by the court. The company has taken adequate insurance cover for the building, Plant & Machinery and inventory.

FUTURE PROSPECTS

Market conditions for both PU/PVC Synthetic Leather and Electronic Gauge Division are tough due to difficult economic condition in both domestic and international market. Despite this the management has been able to maintain sales due to continuous Modernization and development of innovative products. The company has further widened its product range and geographical market reach and hence hopeful of better sales and profit in the current year.

PERFORMACNE OF JASCH NORTH AMERICA COMPANY / INDEV GAUGING SYSTEM INC, USA

Indev Gauging Systems Inc, which is a wholly owned subsidiary of Jasch North America Ltd, (the latter in turn being the wholly owned subsidiary of Jasch Industries Ltd) achieved gross sales and other income of USD equivalent of INR 11,66,97,652 with net profit of USD equivalentofINR 22,99,418 duringtheyearendedon31st December, 2013.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of accounting standard (AS) 21 prescribed by The institute of chartered Accountants of India, the consolidated accounts of the Company and its wholly owned subsidiary are annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Please refer to Annexure A to this Report.

INFORMATION PURSUANT TO SECTION 217(1) (a) OF THE COMPANIESACT,1956

Information in accordance with section 217 (1) (a) of Companies Act, 1956 read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 and Particulars Relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is at Annexure B to this Report.

CORPORATE GOVERNANCE

Corporate Governance Report (which also contains disclosures required to be mentioned in the Board of Directors'' Report pursuant to Schedule V, Part II, Section II of the Companies Act, 2013) is contained as a separate Section in the Annual Report and forms a part of the the Board of Directors'' Report.

INFORMATIONINACCORDANCEWITH SECTION 217(2A) OF THE Companies ACT 1956 WITH Companies (PARTICULARS OFEMPLOYEES)RULES1975.

The Company hadnoemployees drawing remunerationof Rs. 60 lakhs or more per annum or, if employed for a part of the year, Rs. 5 lakhs or more per month during the year under report.

FIXED DEPOSITS

The Company did not accept/renew any fixed deposits during the year under report. The deposit outstanding as on 31st March 2014 was Nil. However, with the coming into effect of Companies Act, 2014, unsecured loans received from relatives of Directors (now included within the meaning of "deposits") will be suitably dealt with in accordance with law.

LISTING

The Shares of the Company are listed at Stock Exchanges at Mumbai and Kolkata.

DIRECTORS

Shri Navneet Garg, Director retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. Shri Naresh Kumar was appointed non-executive Additional Director (Indpendent) w.e.f. 31-05-2014. The directors recommend their reappointments. A brief resume of these proposed (re)appointees is given in the Corporate Governance Report. Dr. Ashok Mittal, Director and Shri OP Garg, Executive Director resigned w.e.f. 30-04-2014 and the management would like to place on record the rich contribution madeby themonthe BoardofDirectorsof the Company.

AUDITORS & THEIR REPORT

M/s Arora and Choudhary Associates, Chartered Accountants retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received a letter from them that their reappointment, if made would be within the prescribed limit under Companies Act, 2013 and that they are not disqualified from being reappointed as Auditor U/s 141. The Directors and the Audit Committee recommend their re-appointment. Auditors'' Report is self-explanatory and requires no comments by the Directors.

COST AUDIT

In compliance with an order issued by the Cost Audit Branch of Ministry of Corporate Affairs, Government of India, vide F. No. 52/26/CAB-2010 dated 24th January, 2012, the Board, in its meeting held on 25th May, 2013 appointed M/s Vipul Bhardwaj & Co, Cost & Management Accountants, Sonipat, as Cost Auditors of the Company for the Financial Year 2013-14. The scope of their audit was the same as defined or prescribed under Section 233B of Companies Act, 1956, the Order ibid and any other directions, guidelines or orders that may be issued by the Government, any professional Institute and the Audit Committeeofthe Company.

The Board, in its Meeting held on 31st May, 2014 had re-appointed M/s Vipul Bhardwaj & Co as Cost Auditors (subject to approval of Central Government and Members in the Annual General Meeting) for the Financial Year 2014-15 under the aforesaid notification which was still in force at that time. In the meanwhile, the law has changed and the Company is no longer required to appoint Cost Auditors. Therefore, their re-appointment for the Financial Year 2014-15 is not being put up to the Members for their approval.

AUDIT COMMITTEE

The Audit Committee constituted by the Board in compliance with Section 292A of the Companies Act, 1956 and under the Listing agreement, comprised of Dr. K.C. Varshney, Shri Kuldeep Singal and Shri S.K. Khandelwal all of whom are non-executive Directors. Dr. Varshney, who is the Chairman of the Audit Committee, is a retired executive director of Industrial Development Bank of India with more than 40 years'' experience in the field of corporate finance, and as such has sound knowledge of financial matters. The finance executives and statutory auditors of the Company are permanent invitees to the Audit Committee Meetings. Shri S.K. Verma, Company Secretary is the Secretary of the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as introduced by Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates made 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, 2014 and of the profits of the Company for the year ended 31st March, 2014.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

Your directors are pleased to place on record their sincere thanks to the Bankers and business associates of the company for their continued and valuable co-operation and support to the Company.

Your Directors also express their appreciation for the hard work and sincere services rendered by workers, staff and executives of the Company during the year.

For & on behalf of the Board Place : Sonipat Date : 26th July, 2014 (J.K.GARG) Chairman

Mar 31, 2012

The Directors have pleasure in presenting the 26th Annual report and audited accounts of the company for the year ended 31st March 2012.

FINANCIAL RESULTS Rs. lakh

Particulars Current year Previous Year 2011-12 2010-11

Gross Sales 8620.19 8252.74

Less Excise Duty/VAT/Service Tax 766.76 723.27

Net Sales Turnover 7853.43 7529.47

Other Income 32.70 21.98

Net sales and & other income 7886.13 7551.45 Operating Profit before Interest, Depreciation, Income Tax, Exceptional

Items & Prior Periods Adjustments 907.25 842.89

Interest & Financial Charges 274.28 226.44

Gross Profit Before Depreciation 632.97 616.45

Depreciation 242.60 180.33

Less : Provision for income tax 78.28 133.41

Net profit before deferred tax 312.09 302.71

Add / (Deduct) : Provisions for deferred Tax (Assets) / Liability 23.14 26.51

Net profit available for appropriation 288.95 276.20

Surplus brought forward from previous year 993.64 879.55

transfer to general reserve - 30.00

Provision for dividend including dividend distribution tax - 132.11

surplus carried forward 1282.59 993.64

DIVIDEND

In view of need for augmenting working capital resources and tough economic situation in the ensuing year the Management has not proposed any dividend for the year ended on 31st March, 2012.

PERFORMANCE DURING THE YEAR

Your company had achieved gross sales of 8620.19 lakh during 2011-2012 which were 4.4% higher as compare with the sales of previous year. The sales of Synthetic Leather Division at Rs. 6251.83 lakh during 2011-12 were 4.5 % lower as compared with the sales of previous year. However the sales of Electronic Gauge Division at Rs. 2368.36 lakh during the year were 39% higher as compare with the previous year. The Electronic Gauge Division has achieved the export of Rs. 777 lakh during the year despite acute recessionary conditions and slowdown of capital investment in international market.

The company's operating profit before interest, depreciation, income tax and deferred tax has increased by 7.6% to Rs. 907.25 lakh during 2011-12 as compared with Rs. 842.89 lakh during the previous year. The improvement in the operating profit has been achieved despite sharp increase in the prices of raw material on account of inflationary pressure in the economy. The interest and finance charges have sharply increased from Rs. 226.44 lakh during 2010-11 to Rs. 274.28 lakh during 2011-12 due to capitalization of loan for DMF Recovery Plant and loss of Rs. 44 lakh during the year due to exchange fluctuation.

The gross profit before interest and depreciation has also increased to Rs. 632.97 lakh during the year 2011-12 which is marginal 2.6% higher than the previous year. After providing depreciation of Rs. 242.60 lakh and provision of income tax of Rs. 78.28 lakh the company has achieved net profit (before deferred tax) of Rs. 312.09 lakh, which was marginally higher as compared with net profit of Rs. 302.71 lakh in the previous year. After providing deferred income tax of Rs. 23.14 lakh consequent to capitalization of fixed assets the company has achieved net profit of Rs. 288.95 lakh as compared with Rs. 276.20 lakh in the previous year. The cash profit of the company without taking in to account notional deferred tax was Rs. 554.69 lakh during the year 2011-12 as compared with Rs. 483 lakh in the previous year. Keeping in view recessionary conditions prevailing in the local and international market, sharp increase in the prices of main raw materials and exchange fluctuation losses the management considers overall performance of the company during the year under review quite satisfactory.

CREDIT RATING AND ISO 9001 CERTIFICATION

The company's performance and financial position was rated by CRISIL Ltd, the Premier credit rating agency in the country. CRISIL has assigned BBB Stable rating to fund based long term bank loans and P-3 to non-fund based facilities from State Bank of India. Our rating reflects moderate safety to timely payment of financial obligations and comes under Investment Grade rating. The Company has obtained ISO 9001:2008 and ISO 9001:2000 Quality Certificates for its Synthetic Leather and Electronic Gauge Division respectively.

INSURANCE CLAIM

The company's insurance claim of Rs. 48.96 lakhs regarding fire accident in November, 2001 continues to be pending in Delhi High Court. Necessary provisions would be made after the case is settled by the court. The company has taken adequate insurance cover for the building, Plant & Machinery and inventory.

FUTURE PROSPECTS

The company has achieved consistent increase in production and sales in the last few years due to the Management's focus on continuous up- gradation and modernization of plant and machinery. However in view of recessionary conditions in local and international market and almost 25% depreciation in the value of ' against dollar resulting in sharp increase in the prices of raw material, the Management is cautious about Performance of the company in current year. The Management is focusing its efforts to reduce the cost of production and optimizing existing resourses of the company during the year.

ACQUISITION OF INDEVGAUGING SYSTEM INC, USA

The company's sales in Electronic Gauging Division has been stagnant in the last 3-4 years mainly due to saturation of local market and recession in the economy. Electronic Gauging System being capital goods item the fortune of Electronic Gauge System is linked with investment in plant and machinery in user industries i.e. Steel, Paper, Aluminum etc. With a view to increase its presence in the international market, particularly in the USA, which is the largest market of Electronic Gauges in the world, the company has identified a small manufacturing and marketing company Indev Gauging System Inc in USA. The company has purchased 100% share holding of Indev Gauging System Inc, USA through a wholly owned subsidiary company named Jasch North America Company incorporated in USA. The total cost of acquisition was USD 1 million equivalent to Rs. 517 lakh, financed through unsecured loan of Rs. 275 lakh brought in the company by the Private Promoters and balance through internal cash accruals of the company. The company has also incurred expenditure of Rs. 87 lakh for due diligence for the acquisition which is being amortized during 2011-12 and next 2 years.

CONSOLIDATED ACCOUNTS:

In accordance with the requirements of Accounting Standard (AS) 21 prescribed by The Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its Subsidiary is annexed to this Report.

MANAGEMENT DISCUSSION ANDANALYSIS REPORT :

Please refer to Annexure A to this Report.

INFORMATION PURSUANT TO SECTION 217(1)(a) OF THE COMPANIES ACT, 1956

Information in accordance with section 217 (1) (a) of Companies Act, 1956 read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 and Particulars Relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is at Annexure B to this Report.

CORPORATE GOVERNANCE

Corporate Governance Report is contained as a separate Section in the Annual Report.

INFORMATION IN ACCORDANCE WITH SECTION 217 (2A) OF THE Companies ACT 1956 WITH Companies (PARTICULARS OF EMPLOYEES) RULES 1975.

The Company had no employees drawing remuneration of Rs. 60 lakhs or more per annum or, if employed for a part of the year,Rs. 5 lakhs or more per month during the year under report.

FIXED DEPOSITS

The Company did not accept/renew any fixed deposits during the year under report. The deposit outstanding as on 31st March 2012 was Nil.

LISTING

The Shares of the Company are listed at Mumbai Stock Exchange and Kolkata Stock Exchange.

DIRECTORS

Dr. Ashok Mittal and Dr. K.C. Varshney, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The directors recommend their reappointments. A brief resume of these proposed re-appointees is given in the Corporate Governance Report.

AUDITORS & THEIR REPORT

M/s Arora and Choudhary Associates, Chartered Accountants retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received a letter from them that their reappointment, if made would be within the prescribed limit under section 224(1B) of Companies Act, 1956 and that they are not disqualified from being reappointed as Auditor U/s 226. The Directors and the Audit Committee recommend their re-appointment. Auditors' Report is self-explanatory and requires no comments by the Directors.

AUDIT COMMITTEE

The Audit Committee constituted by the Board in compliance with Section 292A of the Companies Act, 1956 and under the Listing agreement, comprised of Dr. K.C. Varshney, Shri Kuldeep Singal and Shri S.K. Khandelwal all of whom are non-executive Directors. Dr. Varshney, who is the Chairman of the Audit Committee, is a retired executive director of Industrial Development Bank of India with more than 40 years' experience in the field of corporate finance, and as such has sound knowledge of financial matters. The finance executives and statutory auditors of the Company are permanent invitees to the Audit Committee Meetings. Shri S.K. Verma, Company Secretary is the Secretary of the Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as introduced by Companies (Amendment) Act, 2000, the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates made 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, 2012 and of the profits of the Company for the year ended 31st March,2012.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

Your directors are pleased to place on record their sincere thanks to the Bankers and business associates of the company for their continued and valuable co-operation and support to the Company.

Your Directors also express their appreciation for the hard work and sincere services rendered by workers, staff and executives of the Company during the year.

For & on behalf of the Board

Place: Sonepat

Date : 29th June, 2012

(J. K. GARG)

Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS (Rs. in lakh)

Particulars Current Previous Year Year 2009-10 2008-09

Gross Sales 7033.77 5626.17

Less Excise Duty/vat/service tax 486.64 458.22

Net Sales Turnover 6547.14 5167.95

Other Income 52.40 46.31

Net sales and & other income 6599.53 5214.26 Operating Profit before Interest, Depreciation, Income Tax, Exceptional

Items & Prior Periods Adjustments 656.14 592.41

Interest & Financial Charges 200.90 218.62

Gross Profit Before Depreciation 455.24 373.79

Depreciation 172.12 163.35

Less : Provision for income tax 94.21 59.95

Net profit before deferred tax 188.91 150.49

Add / (Deduct) : Provisions for

deferred Tax (Assets) / Liability (3.69) (25.84)

Net profit available for appropriation 185.22 124.65

Surplus brought forward from previous year 694.33 627.86

transfer to general reserve - -

surplus carried forward 879.55 694.33

DIVIDEND

The company requires internal resources for expansion & modernization and augmentation of long term resources for working capital with a view to support increasing production and sales, hence the Board has not recommended any dividend for the year ended on 31st March, 2010.

PERFORMANCE DURING THE YEAR

Yours company has achieved gross sales of Rs. 7033.77 lakh during 2009-10 which were 25.02 % higher as compared with the sales of previous year. The sales of Synthetic Leather Division at Rs. 5390 lakh during 2009-10 were higher by 39.5 % as compared with the sales of previous year. The sales of Electronic Gauge Division at Rs. 1643.77 lakh were marginal 6.7% less as compared with sales of Rs. 1762.37 lakh during previous year. The Electronic Gauge Division has achieved export of Rs. 838 lakh during the year under review as compared with Rs. 783.0 lakh during 2008-09 and small decline in domestic sale is due to recessionary conditions in user industries of the capital goods items.

The growth of 39.5% in production and sales of Synthetic Leather Division was due to continuous Modernization and Upgradation of Plant & Machinery and development of innovative products for international shoe manufacturers like Reebok, Adidas, Nike etc, which require very stringent quality standard. The company has also made a small breakthrough in international market by exporting Synthetic Leather of Rs. 37 lakh during 2009-10.

The companys Operating Profit before depreciation, income tax, deferred Tax has increased by 11%, to Rs. 656.14 lakh as compared with the previous years profit of Rs. 592.41 lakh. There was pressure on margin due to escalating cost of raw material on account of inflationary pressure in the economy, which the company could not pass on to its customers immediately. Despite about 25% increase in production and sales during the year 2009-10, the company has been able to contain interest charges at almost the same level of Rs. 200 lakh during the year due to efficient management of inventory and working capital resources.

The gross profit before depreciation and income tax has also increased to Rs. 455.24 lakh during the year 2009-10, which was 21.72% higher, then that of the previous year. After providing depreciation of Rs. 172.12 lakh & provision of Income Tax of Rs. 94.21 lakh, the company has earned net profit before deferred tax of Rs. 188.91 lakh which was higher by 25.53% as compared with net profit before deferred tax of Rs. 150.49 lakh in the previous year. After providing deferred income tax of Rs. 3.69 lakh, the company has achieved net profit of Rs. 185.22 lakh during the year under review as compared with net profit of Rs. 124.65 lakh during the previous year when the provision for deferred tax was higher at Rs. 25.84 lakh. The cash profit of the company without taking into account deferred tax liabilities has increased from Rs. 313.84 lakh during the previous year to Rs. 361.03 lakh during the year 2009-10. In view of recessionary trend prevailing in the international market and wide fluctuation in the prices of major raw material during the year, the Management considers performance of the company during the year under review as quite satisfactory.

CREDIT RATING AND ISO 9001 CERTIFICATION

The Companys performance and financial position was rated by CRISIL Ltd, the Premier credit rating agency in the country. CRISIL has assigned BBB Stable rating to fund based long term bank loans and P3+to non-fund based facilities from State Bank of India. Our rating reflects moderate safety to timely payment of financial obligations and comes under Investment Grade rating. The Company has obtained ISO 9001:2008 and ISO 9001:2000 Quality Certificates for its Synthetic Leather and Electronic Gauge Division respectively.

INSURANCE CLAIM

The companys insurance claim of Rs. 48.96 lakhs regarding fire accident in November, 2001 is pending in Delhi High Court. Necessary provisions would be made after the case is settled by the court. The company has taken adequate insurance cover for the building, Plant & Machinery and inventory.

FUTURE PROSPECTS

The company has achieved consistent increase in production and sales in the last few years due to the Managements focus on continuous upgradation and modernization of plant and machinery and development of innovative products. The Management is further planning for upgradation of existing DMF recovery Plant which besides increasing production capacity of PU synthetic Leather by 50%, will also result in substantial saving in cost of power and fuel, thereby improving profitability of the company in the next 2 - 3 years. In view of this, the Management is optimistic about better results in the current " year as well as in future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Please refer to Annexure A to this Report.

INFORMATION PURSUANT TO SECTION 217(l)(a) OF THE COMPANIES ACT, 1956

Information in accordance with section 217 (1) (a) of Companies Act, 1956 read with rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors ) Rules, 1988 and

Particulars Relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is at Annexure B to this Report.

CORPORATE GOVERNANCE

Corporate Governance Report is contained as a separate Section in the Annual Report.

INFORMATION IN ACCORDANCE WITH SECTION 217 (2A) OF THE Companies ACT 1956 WITH Companies (PARTICULARS OF EMPLOYEES) RULES 1975.

The Company had no employees drawing remuneration of Rs. 24 lakhs or more per annum or, if employed for a part of the year, Rs. two lakh or more per month during the year under report.

FIXED DEPOSITS

The Company did not accept/renew any fixed deposits during the year under report. The deposit outstanding as on 31st March 2010 was Nil.

DELISTING FROM AHMEDABAD STOCK EXCHANGE

The Company had sought voluntary delisting of its shares from Stock Exchanges at Ahmedabad and Kolkata pursuant to SEBI (Delisting of Shares) Regulations, 2009. The Shares of the Company have been delisted from Ahmedabad Stock Exchange w.e.f. 6th January, 2010. No response has been received from Kolkata Stock Exchange inspite of repeated reminders.

DIRECTORS

Shri Navneet Garg and Shri Kuldeep Singal, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The directors recommend their reappointments. A brief resume of these proposed re-appointees is given in the Corporate Governance Report. Justice A.S Garg (Retired) resigned during the year from directorship of the company due to his other commitments. The Board places on record its appreciation to the contribution made by Justice Garg in the Board Meetings during his tenure.

AUDITORS & THEIR REPORT

M/s Arora and Choudhary Associates, Chartered Accountants retire as Auditors of the Company at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received a letter from them that their reappointment, if made would be within the prescribed limit under section 224(1B) of Companies Act, 1956 and that they are not disqualified from being reappointed as Auditor U/s 226. The Directors and the Audit Committee recommend their re-appointment. Auditors Report is self-explanatory and requires no comments by the Directors.

AUDIT COMMITTEE

The Audit Committee constituted by the Board in compliance with Section 292A of the Companies Act, 1956 and under the Listing agreement, comprised of Dr. K.C. Varshney, Shri Kuldeep Singal and Shri S.K. Khandelwal all of whom are non-executive Directors. Dr. Varshney, who is the Chairman of the Audit Committee, is a retired executive director of Industrial Development Bank of India with more than 38 years experience in the field of corporate finance, and as such has sound knowledge of financial matters. The finance executives and statutory auditors of the Company are permanent invitees to the Audit Committee Meetings. Shri S.K. Verma, Company Secretary is the Secretary of the Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, as introduced by Companies (Amendment) Act, 2000, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates made 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, 2010 and of the profits of the Company for the year ended 31st March, 2010.

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the annual accounts have been prepared on a going concern basis.

ACKNOWLEDGMENTS

Your directors are pleased to place on record their sincere thanks to the Bankers and business associates of the company for their continued and valuable co-operation and support to the Company.

Your Directors also express their appreciation for the hard work and sincere services rendered by workers, staff and executives of the Company during the year.

For & on behalf of the Board

Place :Sonepat

Date : 12th June, 2010 (J. K. GARG)

Chairman

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