Jay Ushin 2018
Jay Ushin 2018
Jay Ushin 2018
Fax: 0124-4623403
i ii b (A Joint Venturo With USHIN LTD. JAPAN) E-mail : Info@jushinindla.com
Website : www.jpmgroup.co.in
GP. 14, HSIIDC INDL. ESTATE. CIN L52110DL1986PLCO25118
:
SECTOR-18, GURGAON -122 001
HARYANA (INDIA)
RSE Limited,
ist Floor, New Trading Ring,
Phiroze Jeejeebhoy Towers,
Dalai Street Fort,
Mumbai-400001
Dear Sir
In compliance of Regulation 34 of SERI (LODR), please find attached the Annual Report of
Jay Ushin Limited for the financial year ended March 31, 2018.
The enclosed Annual Report was approved in the 32nd Annual General Meeting of the
Company held on September 29, 2018.
Thanking you
Yours Faithfully
For Jay Ushin Limited
(Amit Kithania)
Sr. Manager Finance &
Company Secretary
End: as above
REOD. OFFICE : CI-48, CT. KARNAL ROAD, INDUSTRIALAREA, DELl-II-110033, TEL. :011 43147700
TrW
SUD SUD
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JAY USHIN LIMITED
CONTENTS
Auditors' Report................................................................... 38
Financial Statements
FINANCIAL HIGHLIGHTS
During the financial year under review, your Company Sales revenue (net of excise) of Rs. 86,026.09 Lakhs,
depicting an increase of 9.22% over the previous financial year when sales revenue of Rs. 78763.36 Lakhs.
Profit before tax (PBT) has shown an increase of 36.99% from Rs. 592.89 Lakhs in FY 2016-17 to Rs. 812.19 Lakhs
in FY 2017-18. Your Company's Profit after Tax (PAT) increased by 163.20% from Rs. 405.71 Lakhs in FY 2016-17 to
Rs. 1,067.84 Lakhs in FY 2017-18.
Earnings before Interest, Depreciation and Taxes (EBIDTA) margins stood at 3.89% in FY 2017-18 as compared to
3.43% in FY 2016-17.
DIVIDEND
Your Directors are pleased to recommend for your approval a dividend of 30% i.e. Rs. 3.00 per equity share having
face value of Rs. 10.00 each for the year ended March 31, 2018 as against the dividend of 20% i.e. Rs 2.00 per equity
share of the face value of Rs 10 each in the previous financial year. Total cash out flow in this regard will be Rs. 115.93
Lakhs excluding Dividend Distribution Tax of Rs. 23.83 Lakhs.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section134 of the Act, which is to the best of their knowledge
and belief and according to the information and explanations obtained by them:
a) that in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable
accounting standards have been adhered, along with proper explanation relating to material departures;
b) that appropriate accounting policies have been considered and applied consistently and judgments and
estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of
affairs as at March 31, 2018 and of the profit and loss of your Company for the financial year ended March 31,
2018;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and
for preventing and detecting fraud and other irregularities;
d) that the annual accounts for the financial year ended March 31,2018 have been prepared on a going concern
basis;
e) that the directors have laid down Internal Financial Controls which were followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and
f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.
1
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report forms an integral part of this report and gives details of the overall
industry structure, economic developments, performance and state of affairs of your Company's business in India
along with risk management systems and other material developments during the financial year under review. The
detailed report is provided as ANNEXURE-I.
CHANGE IN NATURE OF BUSINESS
During Financial Year 2017-18, there was no change in the nature of Company's business.
SHARE CAPITAL
The Company's issued and paid up equity share capital as at March, 31, 2018 is 38.645 Lakhs equity shares of Rs.
10.00 each aggregating to Rs. 386.45 Lakhs. Holders of equity shares are entitled to receive the Company's Report
and Accounts, to attend and speak at General Meetings and to appoint proxies and exercise voting rights.
CAPITAL EXPENDITURE
The gross block and net block of tangible assets as at March 31, 2018 amounts to Rs.23,096.11 Lakhs and
Rs.14,460.95 Lakhs respectively.
The gross block and net block of intangible assets as at March 31, 2018, amounts to Rs. 1,867.46 Lakhs and Rs.
785.34 Lakhs respectively. The Capital work in progress as at March 31, 2018 is Rs. 107.18 Lakhs.
The expenditure on Research and Development at the Company's in-house R&D facilities eligible for a weighted
deduction under Section 35(2AB) of the Income Tax Act, 1961 for the year ended 31st March, 2018, aggregates to
Rs. 1.44 Lakhs and Rs. 429.77 Lakhs towards Capital Expenditure and Revenue Expenditure respectively.
DEPOSITS
Your Company has neither accepted nor renewed any deposits during FY 2017-18 in terms of Chapter V of the
Companies Act, 2013.
DIRECTORS
In accordance with the provisions of the Act, and the Articles of Association of the Company, Mrs. Vandana Minda,
Director, retire by rotation and being eligible, offer herself for re-appointment.
With great sorrow, we report that Mr. Shiv Raj Singh, Non- Executive Director- Independent, passed away on April 1,
2018 for heavenly abode.
Mr. Bharart Bhushan Chadha has resigned from the Board and its committees with effect from May 26, 2018.
The Board places on record its sincere appreciation for the valuable contribution made by Mr. Shiv Raj Singh and Mr.
Bharart Bhushan Chadha during their tenure as Non- Executive Director- Independent.
The Board of Directors have appointed Mr. Ciby Cyriac James and Mr. Arvind Kumar Mittal as an Additional Director
of the Company who holds office till the ensuing Annual General Meeting. The Board, based on the recommendation
of Nomination and Remuneration Committee considered the appointment of Mr. Ciby Cyriac James and Mr. Arvind
Kumar Mittal as a Non- Executive Director- Independent subject to approval of shareholders. Accordingly a
resolution seeking approval of Shareholders for their appointment as an Independent Director(s) for a period of five
years is included in the Notice convening the Annual General Meeting.
All the Independent Directors have given declarations stating that they meet the criteria of independence as per the
provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
KEY MANAGERIAL PERSONNEL (KMP)
Mr. Lalit Choudhary was appointed as the Chief Financial Officer (CFO) of the Company w.e.f. May 01, 2018 in place
of Mr. Suresh Kumar Vijayvergia who resigned with effect from April 1, 2018. The Board placed on record the sincere
appreciation for the valued contribution made by Mr. Suresh Kumar Vijayvergia during his tenure.
Mr. Jaideo Prasad Minda, Chairman, Mr. Ashwani Minda, Chief Executive Officer & Managing Director, Mr. Lalit
Choudhary, Chief Financial Officer (CFO) and Mr. Amit Kithania, Sr. Manager Finance & Company Secretary are the
KMPs of your Company in accordance with the provisions of Section 2(51), 203 of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
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Annual Report 2017-18 JAY USHIN LIMITED
BOARD MEETINGS
During the Financial Year 2017-18, Five (5) meetings of the Board of Directors were held. For details of these Board
meetings, please refer to the Corporate Governance section of this Annual Report.
3
preparing financial and other statements and for maintaining accountability of assets.
INTERNAL AUDIT & CONTROLS
The Audit Committee has appointed M/s Kanchan & Associates, Chartered Accountants as Internal Auditor of the
Company.
The Company continued to implement suggestions and recommendations of the Internal Auditor to improve the
control environment. Their scope of work includes review of processes for safeguarding the assets of the Company,
review of operational efficiency, effectiveness of systems and processes, and assessing the internal control
strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective
actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
AUDITORS AND AUDITORS' REPORT
M/s. S S Kothari Mehta & Co., Chartered Accountants were appointed as Auditors of the Company, for a term of 5
(five) consecutive years, at the Annual General Meeting held on September 29,2017. They have confirmed that they
are not disqualified from continuing as Auditors of the Company.
They have audited the financial statements of the Company for the financial year under review. The observations of
Statutory Auditors in their Report, read with relevant Notes to Accounts are self-explanatory and, therefore, do not
require further explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark.
Further, there were no frauds reported by the Statutory Auditors to the Audit Committee or the Board under Section
143(12) of the Act.
SECRETARIAL AUDITORS
M/s. RSM & Co. Company Secretaries, Delhi was appointed to conduct secretarial audit of your Company for the
Financial Year 2017-18.
The Secretarial Audit Report for the said Financial Year is annexed herewith and forms part of this Report as
ANNEXURE -III. The Report does not contain any qualification, reservation or adverse remark. The Board has taken
note of the observations made by the Secretarial Auditor which is self-explanatory.
ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with IND-AS notified under the Companies (Indian
Accounting Standards) Rules, 2015.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company to maintain ethical, moral and legal business conduct have formulated Vigil Mechanism/Whistle
Blower Policy which provides a framework for dealing with genuine concerns & grievances. During FY under review,
no complaints were received.
During financial year 2017-18, no individual was denied access to the Audit Committee for reporting concerns, if any.
The Vigil Mechanism/Whistle Blower Policy of the Company is available on the Company's website, and can be
viewed on the following link: http://jpmgroup.co.in/jayushin.htm.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not granted any loans or provided any guarantees or security to the parties covered under Section
185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of investments
made or loans or guarantee or security provided to the parties covered under Section 186.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During financial year 2017-18, all contracts/arrangements/transactions entered into by your Company with related
parties under Section 188(1) of the Act were in the ordinary course of business and on an arm's length basis. During
financial year 2017-18, your Company has entered into contracts/arrangements/transactions with related parties
which could be considered 'material' in accordance with its Policy on Materiality of Related Party Transactions.
All related party transactions were placed before the Audit Committee for its approval, during Financial Year under
review, the Audit Committee has approved transactions through the Omnibus mode in accordance with the
provisions of the Act and Listing Regulations. Related party transactions were disclosed to the Board on regular
basis as per IND AS 24. Details of related party transactions as per IND AS 24 may be referred to in Note 43 of the
Standalone Financial Statements.
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Annual Report 2017-18 JAY USHIN LIMITED
Your Company has formulated a Policy on Related Party Transactions which is also available on the Company's
website at http://jpmgroup.co.in/jayushin.htm.
The prescribed details of related party transactions of the Company in Form No. AOC-2, in terms of Section 134 of
the Act is given in the ANNEXURE-IV to this Report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Associate or Joint Venture company during the reporting period.
MATERIAL CHANGES AND COMMITMENTS
No material change and/or commitment affecting the financial position of your Company have occurred between
April 1, 2018 and the date of signing of this Report.
TRANSFER TO GENERAL RESERVE
During the Financial Year under review, no amount has been transferred to the General Reserve of the Company.
INSIDER TRADING CODE
In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
('the PIT Regulations') on prevention of insider trading, your Company had instituted a comprehensive Code of
Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which
advise insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the
Company and cautions them on consequences of non-compliances.
Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price
sensitive information. Both the aforesaid Codes are in line with the PIT Regulations.
LISTING
The Equity Shares of your Company are presently listed on the BSE Limited.
EXTRACT OF ANNUAL RETURN
In terms of Sections 92(2) and 134(3)(a) of the Act and rules made there under, extracts of Annual Return in Form
MGT 9 is annexed to this report as ANNEXURE-V.
PERSONNEL
As on March 31, 2018 total number of employees on the records of your Company were 492 as against 494 in the
previous financial year.
Your Directors place on record their appreciation for the significant contribution made by all employees, who through
their competence, dedication, hard work, co-operation and support have enabled the Company to cross new
milestones on a continual basis.
PARTICULARS OF EMPLOYEES
The statement of Disclosure of Remuneration under Section 197of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”), is appended as ANNEXURE -VI
to the Report. Further, during the year under review, there was no employee covered under the limit as specified in
rule 5(2) of the Rules.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is
annexed as ANNEXURE -VII.
CORPORATE GOVERNANCE
Your Company has put in place an effective Corporate Governance system which ensures that provisions of the Act
and Listing Regulations are duly complied with.
The Board has also evolved and adopted a Code of Conduct based on the principles of good Corporate Governance
and best management practices that are followed globally. The Code is available on your Company's website and
can be viewed on the following link: http://jpmgroup.co.in/jayushin.htm.
5
In terms of SEBI (LODR) Regulation, a report on Corporate Governance, along with the certificate from M/s. S S
Kothari Mehta & Co., New Delhi, confirming compliance of the conditions of corporate governance is annexed hereto
and forms part of this Annual Report as ANNEXURE -VIII.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy. During
the year under review, the Company has not received any complaint of sexual harassment.
APPRECIATION
The Board of Directors would like to express their sincere thanks to the Shareholders & Investors of the Company for
the trust reposed on us over the past several years. Your Directors would also like to thank the Central Government,
State Governments, Financial Institutions, Banks, Customers, Employees and Vendors for their co-operation and
assistance. Your Directors also take this opportunity to place on record their gratitude for timely and valuable
assistance and support received from Joint venture partner i.e. U-shin Ltd., Japan.
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Annual Report 2017-18 JAY USHIN LIMITED
ANNEXURE-I
MANAGEMENT DISCUSSIONS & ANALYSIS
INDIAN ECONOMY STATUS
The year saw major policy and regulatory interventions which had the potential to swing the markets in a big way. As
the markets were getting stabilised after Demonetisation, the apprehension regarding the implementation of the
GST from July last year also kept customers at bay. The decision of the Supreme Court on March 27, 2017 to put a
ban on the sale of vehicles with BS-III engines also took a toll on the finances of auto makers as companies had to
compensate their dealers for disposing of unsold inventories at throwaway prices.
On the bright side, International Monetary Fund, in its annual assessment of the Indian economy, has predicted
India GDP growth to remain 7.3% for the current fiscal year and 7.5% for 2019-20, gross investment as a
percentage of GDP is projected to jump from 30.6% in FY18 to 32.2% this year. The sales momentum has been
restored in the Indian economy, after the twin shocks of demonetisation and the introduction of the goods and
services tax (GST). This is also borne out by other indicators, such as auto sales, rising bank credit, increasing rural
demand. This year the Indian economy had the distinction of being fourth largest economy of the world and the
fastest growing economy beating even China.
This increase in growth is expected to lead to a rise in consumer price inflation to an average of 5.2% this fiscal. That
is well above the Reserve Bank of India's (RBI's) target of 4% and monetary policy can therefore be expected to be
tight.
INDIAN AUTOMOTIVE INDUSTRY
The automobile industry has been hit by GST implementation and the uncertainty created by the sudden ban on
vehicles with engines adhering to Bharat Stage-III (BS-III) emission norms. Their twin impact on the sales of
passenger vehicles, commercial vehicles and two wheelers has seen total turnover of automobile and engine
manufacturers in India increase by just 7.4% to Rs. 4.76 trillion in financial year 2017, while total profit of the
automobile companies increased by 11.8% to Rs. 35,01,317.00 Lakhs, according to the latest date compiled by the
Society of Automobile manufacturers (Siam) and Centre for Monitoring India Economy Pvt. Ltd (CMEI).
The automobile industry which has been a huge contributor to the Indian economy hence policies should have been
made to protect this industry but most of the companies which have invested substantially are now struggling to stay
profitable.
The automobile sector has been very resilient and despite repeated adverse policy decisions and judiciary
interventions the industry has managed to post some growth in the top line and the bottom line but it's really not
enough. However, this year monsoon forecast being reasonably good and the government increasing the minimum
support price for Kharif crops, money is going into the rural segment which augurs well for the demand of
automobiles.
GDP is marked to pan out at 7.6 per cent during 2018, according to SIAM, giving a leg up to the industry and
manufacturing activities. A strong cyclical recovery in the global economy with the world growth projected at 3.7 per
cent in 2018, bank recapitalization, rural revival, and other reforms such as minimum support price to farmers by the
government will also give fillip to the auto sector.
The industry forecasts the sales growth of passenger vehicles in FY19 at 8-10 per cent, with utility vehicles growing
at 14-15 per cent, according to SIAM. The two-wheeler industry is slated to deliver a better performance at 11-13 per
cent, with motorcycles up by 9-11 per cent and scooters growing higher between 13-16 per cent.
GOVERNMENT INITIATIVES
Successful government policies such as Automotive Mission Plan (2006-16) and further rollout of Automotive
Mission Plan (2016-26) providing the much required thrust to the sector.
A greater push has been given by government schemes such as FAME and NEMMP 2020 to promote Electric cars.
Charging of a uniform tax rate on complete vehicles and inputs to further boost domestic production using local
supplies.
7
Research & Development (R&D) hub: strong support from the government in the setting up of National Automotive
Testing and R&D Infrastructure Project (NATRiP) centres. Private players such as Hyundai, Suzuki, and GM are
keen to set up / increase their R&D base in India.
The interest of new manufacturers setting up their facilities is further supported by the presence of a large pool of
skilled and semi-skilled workers and a strong educational system.
OPPORTUNITIES
Auto Mission Plan of the Government of India has projected that the Indian Auto market will increase by 2.5 to 3 times
in the next 10 years. Another major change is going to be the government push to shift automobile technology to
Electric Vehicles. As a result, the auto makers are ramping up investments on new products and capacity to tap
growing demand. They also need to make their vehicles compliant with new safety and emission norms which will
come into force over the next two to three years.
Maruti Suzuki India Ltd, the largest passenger vehicle maker, intends to spend Rs. 5,00,000.00 Lakhs this fiscal
year, nearly 50% more than last year's Rs. 3,40,000.00 Lakhs. Bulk of the figure of Rs. 4,00,000.00 Lakhs will go
towards product development and capacity expansion, Kenichi Ayukawa, Managing Director and Chief Executive at
the local unit of Japan's Suzuki Motor Corp., told reporters in April.
Crisil estimates 70% of the Rs. 58,00,000.00 Lakhs expected investment in auto sector to be spent by car and SUV
makers as companies try to outdo each other in the fight for market share. New model launches and investment in
product development, including electric vehicles, will also be necessitated due to intense competition. This will give
immense opportunities of growth to the companies operating in this field.
CHALLENGIES
The consumer price inflation is expected to spike up to more than 5 per cent in FY19, interest rates may see a
moderate hike and global crude oil prices are also not expected to spiral. Commodity prices though will continue to
maintain their northward climb, especially copper and lead, an indication that car prices may not decline.
IMF said risks for India are tilted to the downside. “On the external side, risks include increase in oil prices, tighter
global financial conditions, global trade conflict, and rising regional geopolitical tensions. Domestic risks pertain to
tax revenue shortfalls related to GST issues and delays in addressing the twin balance sheet problems and other
structural reforms,” it said.
With the fastest growing economy tag and its growing automobile sector, India has become the favourite destination
for all major OEMs as well as component makers in India. This increase in competition will throw fresh challenges to
the company in terms of increased pressure on prices and expectation of global quality and service by the OEMs.
However, with its experience in serving Indian industry for last three decades, the company is well geared up to meet
these challenges and stay ahead of the competition.
FINANCIAL REVIEW
During the financial year under review, your Company's Sales revenue (net of excise) of Rs. 86,026.09 Lakhs,
depicting an increase of 9.22% over the previous financial year when sales brought revenue of Rs. 78,763.36 Lakhs.
Profit before tax (PBT) has shown an increase of 36.99% from Rs. 592.89 Lakhs in FY 2016-17 to Rs. 812.00 Lakhs
in FY 2017-18. Your Company's Profit after Tax (PAT) increased by 163.20% from Rs. 405.71 Lakhs in FY 2016-17 to
Rs. 1067.84 Lakhs in FY 2017-18. Earnings before Interest, Depreciation and Taxes (EBIDTA) margins stood at
3.89% in FY 2017-18 as compared to 3.43% in FY 2016-17. During the year, the Company planned for improving
efficiency and productivity by quality improvement, reducing internal rejections and attaining energy efficiency.
WORKING CAPITAL MANAGEMENT
The Company adopts working capital management and does adequate planning for managing its day to day
requirement of working capital funds. The Company has tied up with banks for various facilities including bills
discounting at competitive rate. The Company also gives enormous importance to timely realisation of receivables,
and maintaining a low level of inventory which helps in reducing the working capital requirement. Besides, the
Company has budget systems, wherein the requirement is chalked out in advance and planning is done to make
funds available in a timely manner. The Company continues to maintain its short term credit rating to A3+ and BBB
Negative for long term borrowing from CRISIL.
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Annual Report 2017-18 JAY USHIN LIMITED
OUTLOOK
The rapidly globalizing world is opening up newer avenues for the Transportation Industry, specially while it is shifting
towards electric, electronic and hybrid cars which are deemed more efficient, safe and reliable modes of
transportation. Over the next decade, this will lead to newer verticals and opportunities for Auto component
manufacturers who would need to adapt for the change via systematic research and development. The Indian Auto
Components Industry is set to become the third largest in the world by 2025.
Your Company business is also increasing by diversification of portfolio, establishment of new plants to cater the
increasing requirements.
RISKS AND CONCERNS
Appropriate procedures for risk assessment, minimization, and optimization have been laid down by the Company
with systems in place for mitigating risk, arising from external or internal factors. A well-defined Risk Management
Process is followed by the Company, which integrates with business operations for identification, categorization, and
prioritization of various risks. The Company takes adequate insurance coverage and adopts a forex hedging policy
to mitigate risks owing to external factors or those beyond the Company's control as part of its continuous
improvement process.
INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY
The Company has adequate internal control systems for the management of processes, commensurate with the
nature of business and the size and complexity of the operations. The Audit Committee reviews the internal control
systems and procedures periodically. The Company maintains a system of internal controls designed to provide a
high degree of assurance regarding the effectiveness and efficiency of operations, reliability of financial controls and
compliance with laws and regulations. The Company's appointed M/s Kanchan & Associates, Chartered
Accountants as its Internal Auditors, who present their Internal Auditors' Report to the Management and Audit
Committee of the Board for periodic review on implementation and effectiveness.
HUMAN RESOURCE
The Company's HR process ensures the availability of employees with desired skills. The Company continuously
endeavors to provide a fair compensation amongst industry of like nature. A clear career path, reward for
performance and regular training and development for each level of employee is chalked out in detail.
To enhance the productivity, the Company has developed their people by providing innovative and professional
environment. It has an efficient recruitment policy and human resource management processes, which enables to
attract and retain competent & talented employees. While hiring people, the Company looks for positive attitude and
exemplary behavior so that they can imbibe the value system.
The Company regularly assesses the competencies which are important for the development of business and
arrange for appropriate training and development programmes to cater different learning needs of employees in the
areas of technology, management, leadership, cultural and other soft skills.
The manpower strength on the rolls of the Company stood at 492 employees as on March 31, 2018. The industrial
relations have been peaceful and cordial throughout the year.
DISCLAIMER
The information and opinion expressed in this section of the Annual Report consists of 'outlook' and are in the nature
of forward looking which the management believes are true to the best of its information at the time of its preparation.
The Company shall not be liable for any loss, which may arise as a result of any action taken on the basis of the
information contained herein.
9
ANNEXURE -II
ANNUAL REPORT ON CSR ACTIVITIES
A brief outline of the Company's Corporate Social Responsibility (CSR) Policy, including overview of
projects or programs to be undertaken
Jay Ushin Limited's CSR has been actively working in the thrust areas : of Education & Health care for weaker
sections. The Company has ramped-up CSR capabilities and operations across all locations by bringing robustness
to systems and processes to ensure effective programs which deliver long term impact and change to the
community. The Company's CSR policy, including overview of projects or programs undertaken or proposed to be
undertaken, is provided on the Company website at http://jpmgroup.co.in/jayushin.htm.
1. Composition of the CSR Committee
S.No. Name Designation
1. Mr. Ashwani Minda (Executive Director) Chairman
2. Mrs. Vandana Minda(Non-Executive Director) Member
3. Mr. Ashok Panjwani (Non-Executive Director-Independent ) Member
Rs.In Lakhs
2. Average Net Profit of the Company for last three financial years : 651.76
3. Prescribed CSR Expenditure(2.00% of Average Net Profit) : 13.04
4. Details of CSR spent during the financial year 2017- 18 :
a)Total amount to be spent for the financial year : 13.50
b) Carry forward the unspent amount for previous financial year : -
c) Total amount spent during the financial year : 13.50
d) Amount unspent, if any : -
e) Manner in which the amount was spent during the financial year :
Rs. In Lakhs
S. CSR Sector Projects/ Amount Amount Cumulative Amount spent
No. project Programs Outlay spent on expenditure Direct /through
/activity Coverage (Budget) projects or up to March implementing
Identified project or programme 31, 2018 agency
programme
wise
1. Education Literacy Rural & 10.00 10.00 10.00 Implementing
Tribal Agencies
Villages of
India
2. Homeopathy Healthcare Delhi NCR 3.04 3.50 3.50 -do-
treatment
through
Homeopath
ic clinic
Total 13.04 13.50 13.50
5. Details of implementing agency
i) Dr. Lal Singh's Foundation
ii) Bharat Lok Shiksha Parishad
6. CSR Committee Responsibility Statement
The CSR Committee confirms that the implementation and monitoring of the CSR activities of the Company is in
compliance with the CSR objectives and CSR Policy of the Company.
On behalf of the CSR Committee
Place: Gurugram
Date: August 14, 2018
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Annual Report 2017-18 JAY USHIN LIMITED
ANNEXURE -III
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31st MARCH, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 read with Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
To,
The Members
Jay Ushin Limited
GI-48 G T Karnal Road
Industrial Area
Delhi– 110033
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by JAY USHIN LIMITED (hereinafter called the Company”). The Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory
compliances and expressing our opinion thereon.
Based on our verification of the JAY USHIN LIMITED's books, papers, minute books, forms and returns filed and
other records maintained by the Company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company
has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory
provisions listed hereunder and also that the Company has proper Board - Processes and Compliance – Mechanism
in place to the extent, in the manner and subject to the reporting made hereinafter:-
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2018 according to the provisions of :–
1. The Companies Act, 2013 (“the Act”) and rules made there under;
2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;
3. The Depositories Act, 1996 and the Regulations and Bye - laws framed there under;
4. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of
Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 read with (Amendment) Regulations, 2015;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and
amended Regulations of (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2009; (Not applicable as the Company has not issued any further capital under the regulations during the
period under review)
(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014,
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. (Not
Applicable as the Company has not issued and listed any debt securities during the financial year under
review);
(f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations,
1993 regarding Companies Act and dealing with client (Not Applicable as the Company is not registered as
Registrar to Issue and Share Transfer Agent during the financial year under review);
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable
as the Company has not delisted / proposed to delist its equity shares from any Stock Exchange during the
financial year under review);
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable as
11
the Company has not bought back / proposed to buy-back any of its securities during the financial year under
review); and
(i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015
6. We further report that we have relied on the representation made by the Company and its officers for systems
and mechanism formed by the company for compliance under other applicable laws/rules/regulations to the
company.
7. We further report that the compliances by the Company of applicable financial laws, like direct and indirect tax
laws, has not been reviewed in this Audit since the same have been subject to review by statutory financial audit
and other designated professionals.
8. We have also examined the compliances with the applicable clauses to the following:-
(i) Secretarial Standards with regard to Meeting of Board of Directors (SS-1) and General Meetings (SS-2)
issued by The Institute of Company Secretaries of India;
(ii) The Listing Agreements entered into by the Company with the Stock Exchanges
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards etc. mentioned above.
9. We further report that:-
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-
Executive Directors, Independent Directors and Woman Director. Adequate notice is given to all Directors to
schedule the Board /committee Meetings. The agenda along with detailed notes were sent generally seven days
in advance. A system exists for seeking and obtaining further information and clarifications on the agenda items
before the meeting and for meaningful participation at the meeting. All the decisions of the Board and Committees
were carried with requisite majority.
We further report that based on review of compliance mechanism established by the Company we are of the
opinion that there are adequate systems and processes in place in the Company which is Commensurate with
the size and operations of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
10. We further report that during the audit period, there were no instances of:-
(i) Public / Rights / Preferential Issue of Shares / Debenture / Sweat Equity;
(ii) Redemption / Buy-back of Securities;
(iii) Merger / Amalgamation / Reconstruction etc.
CS Ravi Sharma
Partner
FCS NO. 4468, C. P. NO. 3666
Note: This report is to be read with 'Annexure A attached herewith and forms an integral part of this report.
12
Annual Report 2017-18 JAY USHIN LIMITED
“Annexure-A”
The Members,
Jay Ushin Limited
GI-48 G T Karnal Road
Industrial Area
Delhi– 110033
Our Secretarial Audit Report for the financial year 31st March, 2018 is to be read along with this letter.
Management's Responsibility
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems
to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems
operate effectively.
Auditor's Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by
the Company with respect to secretarial compliances.
3. We believe that audit evidence and information obtained from the Company's management is adequate and
appropriate for us to provide a basis for our opinion.
4. Wherever required, we have obtained the management's representation about the compliance of laws, rules and
regulations and happening of events etc.
Disclaimer
5. The Secretarial Audit Report is neither an assurance as to the further viability of the Company nor of the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
CS Ravi Sharma
Partner
C. P. NO. 3666
13
ANNEXURE-IV
FORM No. AOC -2
(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm's length transaction
under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm's length basis.
Date on
which the
Salient
special
terms of the Justification Date of
Amount resolution
Name(s) Nature of Duration of contracts or for entering approval
paid as was passed
S. of the Nature of contracts/ the contracts/ arrangements into such by the
advanc in General
No. related Relationship arrangements/ arrangements/tr or contracts or Board/
es, meeting as
party transactions ansactions transactions arrangements Audit
if any required
including the or transactions’ Committee
under first
value, if any
proviso to
section 188
Not Applicable
1. U-Shin Ltd. and Joint Venture Company Sale/ Purchase of Ongoing Based on transfer 30.05.2017 29.09.2017 -
its associates Supply of goods or Transactions pricing guidelines
and subsidiaries Materials or
Services
2. JNS Instruments Public Company in which Sale/ Purchase of Ongoing Based on transfer 30.05.2017 29.09.2017 -
Limited Director is a Director Supply of goods or Transactions pricing guidelines
Materials or
Services
3. Jay Ace Public Company in which Sale/ Purchase of Ongoing Based on transfer 30.05.2017 29.09.2017 -
Technologies Director is a Director Supply of goods or Transactions pricing guidelines
Limited Materials or
Services
4. Brilliant Jewels Private Company in which Services Ongoing Based on transfer 30.05.2017 29.09.2017 -
Private Limited Director is a Director Transactions pricing guidelines
Place: Gurugram
Date: August 14, 2018 Jaideo Prasad Minda
Chairman
DIN: 00045623
14
Annual Report 2017-18 JAY USHIN LIMITED
ANNEXURE -V
FORM NO. MGT 9
Extract of Annual Return
As on the financial year ended on 31st March, 2018 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule
12 (1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
CIN L52110DL1986PLC025118
Registration Date August 14,1986
Name of the Company Jay Ushin Limited
Category/Sub-category of the Company Public Company limited by shares
Address of the Registered office & contact details Jay Ushin Limited
GI-48, G T Karnal Road Industrial Area,
Delhi-110033
Phone No. 011-43147700
Email : julinvestors@jushinindia.com
Whether listed company Yes
Name, Address & contact details of the Registrar & RCMC Share Registry Private Limited
Transfer Agent, if any. B-25/1, First Floor, Okhla Industrial Area, Phase -II,
New Delhi -110020
Phone :(011) - 26387320, 26387321, 26387323
Fax :(011) – 26387322
E-mail: investor.services@rcmcdelhi.com
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Share Holding
No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
Category of % of % of Change
Shareholders Total Total during
Demat Physical Total Demat Physical Total the
Shares Shares
year
A. Promoters
(1) Indian
a) Individual/ HUF 2,27,230 3,36,905 5,64,135 14.60 5,09,192 52,958 5,62,150 14.55 (0.05)
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 4,79,921 1,29,035 6,08,956 15.75 6,08,956 - 6,08,956 15.75 -
15
e) Banks / FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub Total(A) (1) 7,07,151 4,65,940 11,73,091 30.35 11,18,148 52,958 11,71,106 30.30 (0.05)
(2) Foreign
a) NRI Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corp. - 10,04,645 10,04,645 26.00 - 10,04,645 10,04,645 26.00 -
d) Banks / FI - - - - - - - - -
e) Any other - - - - - - - - -
Sub Total (A)(2) - 10,04,645 10,04,645 26.00 - 10,04,645 10,04,645 26.00 -
Total
Shareholding of
7,07,151 14,70,585 21,77,736 56.35 11,18,148 10,57,603 21,75,751 56.30 (0.05)
Promoter
(A)= (A)(1)+(A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds - 800 800 0.02 - 800 800 0.02 -
b) Banks / FI - 400 400 0.01 - 400 400 0.01 -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital
- - - - - - - - -
Funds
f) Insurance
- - - - - - - - -
Companies
g) FIIs - - - - - - - - -
h) Foreign
Venture Capital - - - - - - - - -
Funds
i) Others (specify) - - - - - - - - -
Sub Total (B)(1): - 1,200 1,200 0.03 - 1,200 1,200 0.03 -
2. Non-Institutions
a) Bodies Corp. 4,43,121 6,82,301 11,25,422 29.12 5,56,927 5,81,101 11,38,028 29.45 0.33
b) Individuals
i) Individual
shareholders
holding nominal 2,98,070 1,19,848 4,17,918 10.81 3,02,793 1,09,048 4,11,841 10.66 (0.15)
share capital up
to Rs. 2 lakh
ii) Individual
shareholders
holding nominal 61,076 35,500 96,576 2.50 61,166 35,500 96,666 2.50 -
sharecapital in
excess of Rs 2 lakh
c)Others
i) Foreign
- - - - - - - - -
Nationals
ii) Non Resident
18,390 18,700 37,090 0.96 13,592 18,500 32,092 0.83 (0.13)
Indians
iii) Clearing
8,558 - 8,558 0.22 8,922 - 8,922 0.23 0.01
Members
iv) Trusts - - - - - - - - -
16
Annual Report 2017-18 JAY USHIN LIMITED
v) Qualified
- - - - - - - - -
Foreign Investor
SubTotal (B)(2) 8,29,215 85,63,49 16,85,564 43.62 9,43,400 7,44,149 16,87,549 43.67 0.05
Total Public
Shareholding 8,29,215 8,57,549 16,86,764 43.65 9,43,400 7,45,349 16,88,749 43.70 0.05
(B)=(B)(1)+ (B)(2)
C. Shares held
by Custodian for - - - - - - - - -
GDRs & ADRs
Grand Total
15,36,366 23,28,134 38,64,500 100.00 20,61,548 18,02,952 38,64,500 100.00 -
(A+B+C)
(ii) Shareholding of Promoter
17
(iii)Change in Promoters’ Shareholding (please specify, if there is no change)
Shareholding at the Cumulative Shareholding
beginning of the year during the year
S. % of total
Particulars % of total
No. No. of shares of No. of
shares of
shares the shares
thecompany
company
At the beginning of the year 01-04-2017 21,77,736 56.35
Date wise Increase / Decrease
1. Kalpana Minda (2,300) (0.06) 21,75,436 56.29
Declaration on 31/03/2017 effective on
04/04/2017 (Sale)
2. Anil Minda
20/04/2017 (Gift to Mr. Jaideo Prasad Minda) (300) (0.01) 21,75,136 56.29
3. Adesh Minda (36,500) (0.94) 21,38,636 55.34
29/04/2017(Gift to Mr. Jaideo Prasad Minda)
4. Jaideo Prasad Minda
20/04/2017 (Gift from Mr. Anil Minda) 300 0.01 21,38,936 55.35
29/04/2017 (Gift from Mr. Adesh Minda) 36,500 0.94 21,75,436 56.29
5. Taresh Kumar Basiwala (Consolidate all folio) 315 0.01 21,75,751 56.30
At the end of the year 31-03-2018 21,75,751 56.30
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Cumulative
Shareholding at the
Shareholding during
beginning of the year Reason
S. Increase/ the year
Shareholder’s Name for
No. %of (Decrease) %of
No. of Change No. of
total Shares total
shares shares
Shares
1 Consortium Vyapaar Ltd. 523,797 13.55 2,300 Buy 5,26,097 13.61
2 Panchmukhi Management Services 139,305 3.60 10,000 Buy 1,49,305 3.86
Private Limited
3 Dwarika Electroinvest Pvt. Ltd. 87,177 2.26 - - 87,177 2.26
4 Mew Tools Pvt. Ltd. 65,000 1.68 - - 65,000 1.68
5 Grow Fast Securities & Credit Ltd. 60,000 1.55 - - 60,000 1.55
6 Shirdi Agrofin Pvt. Ltd. 52,500 1.36 - - 52,500 1.36
7 Santosh Sitaram Goenka 36,233 0.93 100 Buy 36,323 0.94
8 Ishwar Lal Agarwal 35,500 0.92 - - 35,500 0.92
9 Supriya Santosh Goenka 24,843 0.64 - - 24,843 0.64
10 S N Kohli And Co. Pvt. Ltd. 24,781 0.64 - - 24,781 0.64
18
Annual Report 2017-18 JAY USHIN LIMITED
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Rs. In Lakhs
Secured Loans Unsecured
excluding deposits Loans Deposits Total
Indebtedness at the beginning of the financial year
i) Principal Amount 11,911.42 165.46 - 12,076.88
ii) Interest accrued & due but not paid - - - -
iii) Interest accrued but not due 30.19 - - 30.19
Total (i+ii+iii) 11,941.61 165.46 - 12,107.07
Change in Indebtedness during the financial year
* Addition 61,123.77 - - 61,123.77
* Reduction 59,024.20 - - 59,024.20
Net Change 2,099.57 - - 2,099.57
Indebtedness at the end of the financial year
i) Principal Amount 14,010.99 - - 14,010.99
ii) Interest accrued &due but not paid - - - -
iii) Interest accrued but not due 53.55 - - 53.55
Total (i+ii+iii) 14,064.56 165.46 - 14,230.01
19
B. Remuneration to other Directors: Rs. in Lakhs
Name of Directors
S. Particulars of Mr.Bharat Mrs.
Mr. Shiv Mr. Ashok Mr. Balraj Total
No. Remuneration Bhushan Vandana
Raj Singh* Panjwani Bhanot Amount***
Chadha* Minda**
1 Fee for attending
board/committee 0.50 0.20 0.80 0.30 - 1.80
meetings
2 Commission - - - - - -
3 Others, please
- - - - - -
specify
Total (B) 0.50 0.20 0.80 0.30 - 1.80
Ceiling as per the Act 1% of the Net Profits of the Company calculated under section 198 of
26.28
the Companies Act, 2013
Total Managerial
119.58
Remuneration****(A+B)
Overall Ceiling as per the 11% of the Net Profits of the Company calculated under section 198 of
289.04
Act the Companies Act, 2013
* Mr. Shiv Raj Singh ceased as an Independent Director on April 1, 2018 and Mr. Bharat Bhushan Chadda
resigned from the Company as an Independent Director on May 26, 2018.
** Non-Executive Director of the Company do not accept sitting fees and/or Commission on the Net Profit
from the company
*** excluding reimbursement of travel and other expenses incurred for the Company's business/meetings.
**** Total remuneration to Managing Director, Whole-Time Directors and other Directors (Being the total of A and
B).
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD Rs. in Lakhs
S. Key Managerial Personnel
Particulars of Remuneration
No. Chief Financial Company Total
Officer (CFO) Secretary (CS)
Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 35.96 14.41 50.37
1 1961
(b) Value of perquisites u/s 17(2) of Income -
- - -
tax Act, 1961
(c) Profits in lieu of salary under section
- - -
17(3) of Income-tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
Commission- as % of profit
4 - - -
- others, specify
5 Others, please specify - - -
Total 35.96 14.41 50.37
Place: Gurugram
Date:August 14, 2018 Jaideo Prasad Minda
Chairman
DIN: 00045623
20
Annual Report 2017-18 JAY USHIN LIMITED
ANNEXURE- VI
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES
ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014.
i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
during the financial year 2017-18 and ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the financial year 2017-18 are as under:
Note:
a) The Non-Executive Directors of the Company are entitled for sitting fee as per the statutory provisions. The
details of sitting fee to Non-Executive Directors are provided in the Corporate Governance Report.
b) Percentage increase in remuneration indicates annual target total compensation increases, as approved by
the Nomination and Remuneration Committee of the Company during the financial year 2017-18.
c) Employees for the purpose above includes all employees excluding temporary employees hired from
Contractors.
ii. The percentage increase in the median remuneration of Employees for the financial year was (3.15%).
iii. The Company has 492 permanent Employees on the rolls of Company as on March 31, 2018.
iv. Average percentage increase made in the salaries of Employees other than the managerial personnel in the
financial year was (0.68%) whereas the increase in the managerial remuneration was 12.22%. The average
increases every year is an outcome of Company's market competitiveness as against its peer group companies.
In keeping with our reward philosophy and benchmarking results, the increases this year reflect the market
practice.
v. It is hereby affirmed that the remuneration paid is paid as per the Remuneration Policy for Directors, Key
Managerial Personnel and other Employees.
21
ANNEXURE –VII
22
Annual Report 2017-18 JAY USHIN LIMITED
Place: Gurugram
Date: August 14, 2018 On behalf of the Board
Jay Ushin Limited
23
ANNEXURE -VIII
REPORT ON CORPORATE GOVERNANCE
COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Corporate Governance is all about how a Company is managed and the role and relationship between a Company
and its stakeholders. It entails conducting business in a fair, transparent and ethical manner, promoting sustainable
development and enhancing stakeholder value.
Your Company continuously strives to achieve excellence in corporate governance through its values – Integrity,
Commitment, Passion, Seamlessness and Speed. In terms of the Listing Regulations, the details of compliance for
the year ended March 31, 2018 are as follows:
BOARD OF DIRECTORS
The Board of Directors is entrusted with the ultimate responsibility of the management, general affairs, direction and
performance of the Company and has been vested with requisite powers, authorities and duties.
COMPOSITION
Your Company's Board comprises of 7 (seven) Directors, which includes the Managing Director, the Whole-time
Director and 4 (four) Independent Directors. The composition of your Board is in conformity with the requirements of
the Companies Act, 2013 (“the Act”), Rules made thereunder and the Listing Regulations. The details of the Directors
with regard to outside directorships and committee positions are as follows:
No. of outside
Number of Executive / Non- No. of outside committee
directorship(s) 3
Name of Director Shares held Executive / 2 position(s) held
held
in the Independent
1
1. Independent Director means a Director as defined under Clause 16 of the Listing Regulations and Section 149 of
the Act.
2. Excluding directorships in foreign companies and companies under Section 8 of the Act.
3. Committees viz. Audit Committee, Nomination and Remuneration Committee and Corporate Social
Responsibility Committee of all public limited companies are considered.
4. Appointed as an Additional Director w.e.f. May 26, 2018.
5. No Director is related to any other Director on the Board, except for Mr. Jaideo Prasad Minda , Mr. Ashwani Minda
and Mrs. Vandana Minda.
24
Annual Report 2017-18 JAY USHIN LIMITED
6. The number of Directorships, Committee Membership(s)/ Chairmanship(s) of all Directors is within respective
limits prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as Listing Regulations).
APPOINTMENT AND TENURE
The Directors of the Company are appointed by Members at the General Meetings. The Managing Director of the
Company is appointed as per the requirement of the statute. The Executive Directors on the Board serve in
accordance with the terms of their contract of service with the Company.
As regards the appointment and tenure of Independent Directors, following is the policy adopted by the Board:
- The Company has adopted the provisions with respect to appointment and tenure of Independent Directors
which are consistent with the Companies Act, 2013 and Listing Regulations.
- The Independent Directors will serve a maximum of two terms of five years each.
- The Company would not have any upper age limit of retirement of Independent Directors from the Board and their
appointment and tenure will be governed by provisions of the Companies Act, 2013.
BOARD INDEPENDENCE
The definition of 'Independence' of Directors is derived from, Regulation 16 of Listing Regulations and Section 149(6)
of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of
the relationships disclosed, all Non-Executive Directors other than the women director are Independent in terms of
Regulation 16 of Listing Regulations and Section 149(6) of the Companies Act,2013.
BOARD MEETINGS
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from
other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the
Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule
and to ensure meaningful participation in the meetings.
The notice of Board meeting and Agenda is given in advance to all the Directors. Usually, meetings of the Board are
held in Gurugram (Haryana). The Agenda of the Board / Committee meetings is set by the Company Secretary in
consultation with the Chairman and the Managing Director of the Company. The Agenda for the Board and
Committee meetings cover items set out as per the guidelines in Listing Regulations to the extent it is relevant and
applicable. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed
at the meeting to enable the Directors to take an informed decision.
During the financial year ended March 31, 2018, five Board meetings were held on May 30, 2017, August 14, 2017,
September 13, 2017, December 13, 2017 and February 13, 2018. The maximum interval between any two meetings
was well within the maximum allowed gap of 120 days.
BOARD BUSINESS
The normal business of the Board includes:
- framing and overseeing progress of the Company's annual plan and operating framework;
- reviewing financial plans of the Company;
- reviewing quarterly and annual business performance of the Company;
- reviewing the Annual Report and accounts for adoption by the Members;
- reviewing the progress of various functions and businesses of the Company;
- reviewing the functioning of the Board and its Committees;
- considering and approving declaration / recommendation of dividend;
- reviewing and resolving fatal or serious accidents or dangerous occurrences, any materially significant effluent or
pollution problems or significant labour issues, if any;
- reviewing the details of significant development in human resources and industrial relations front;
- reviewing details of foreign exchange exposure and steps taken by the management to limit the risks of adverse
exchange rate movement;
- reviewing compliance with all relevant legislations and regulations and litigation status as well as steps taken by
the Company to rectify instances of non-compliance, including materially important show cause, demand,
25
prosecution and penalty notices, if any;
- reviewing Board Remuneration Policy and individual remuneration packages of Directors;
- appointing Directors on the Board and Members of Management Committee;
- reviewing and approving the Corporate Social Responsibility Policy of the Company and monitoring
implementation thereof;
- reviewing details of risk evaluation and internal controls;
- reviewing reports on progress made on the ongoing projects;
- monitoring and reviewing Board Evaluation framework.
26
Annual Report 2017-18 JAY USHIN LIMITED
27
The Audit Committee ensures that it has reviewed each area that it is required to review under its terms of reference
and under applicable legislation or by way of good practice. This periodic review ensures that all areas within the
scope of the Committee are reviewed.
The Chief Financial Officer, Statutory Auditors and Internal Auditor are special invitees to meetings of Audit
Committee. The Company Secretary acts as the Secretary to the Committee. The Audit Committee also meets the
internal and external auditors separately, without the presence of Management representatives.
During the year Audit Committee met five times on May 30, 2017, August 14, 2017, September 13, 2017, December
13, 2017 and February 13, 2018.
The Committee, inter-alia, reviewed the financial statements including Auditors' Report for the year ended March 31,
2018 and recommended its adoption, records of related party transactions.
INTERNAL CONTROLS
The Company has proper systems for internal audit and corporate risk assessment and mitigation. The Internal Audit
covers all the factories, sales offices, warehouses and centrally controlled businesses and functions, as per the
annual plan agreed with the Audit Committee. The audit coverage plan is approved by the Audit Committee at the
beginning of every year. Every quarter, the Audit Committee of the Board is presented with key control issues and
actions taken on the issues highlighted in previous report.
Business Risk Assessment procedures have been set in place for self-assessment of business risks, operating
controls and compliance with Corporate Policies. There is an ongoing process to track the evolution of risks and
delivery of mitigating action plans. M/s Kanchan & Associates, a firm of Chartered Accountant is internal auditor of
the company.
The Company's internal financial control framework is commensurate with the size and operations of the business
and is in line with requirements of the Companies Act, 2013. The Company has laid down standard operating
procedures and policies to guide the operations of the business. Unit heads are responsible to ensure compliance
with the policies and procedures laid down by the management. Robust and continuous internal monitoring
mechanisms ensure timely identification of risks and issues. The management, Statutory and Internal Auditors
undertake rigorous testing of the control environment of the Company.
NOMINATION AND REMUNERATION COMMITTEE
As on May 26, 2018, the Company's Nomination and Remuneration Committee comprises entirely of three
Independent Directors viz. Mr. Ashok Panjwani as the Chairman and Mr. Balraj Bhanot and Mr. Ciby Cyriac James
as members of the Committee. Mr. Bharat Bhushan Chadha, erstwhile member of the Committee resigned as
Director of the Company w.e.f. May 26, 2018 and Mr. Shiv Raj Singh ceased to be a member w.e.f. April, 1, 2018 due
to his sad demise. The committee is fully complied with the Section 178(1) of the Companies Act, 2013 and
Regulation 19 of Listing Regulations.
The role of Nomination and Remuneration Committee is as follows:
1. Determine/ recommend the criteria for appointment of Executive, Non-Executive and Independent Directors to
the Board;
2. Determine/ recommend the criteria for qualifications, positive attributes and independence of Director;
3. Identify candidates who are qualified to become Directors and who may be appointed in the Management
Committee and recommend to the Board their appointment and removal;
4. Review and determine all elements of remuneration package of all the Executive Directors, i.e. salary, benefits,
bonuses, stock options, pension etc.;
5. Review and determine fixed component and performance linked incentives for Directors, along with the
performance criteria;
6. Determine policy on service contracts, notice period, severance fees for Directors and Senior Management;
7. Formulate criteria and carry out evaluation of each Director's performance and performance of the Board as a
whole;
The meeting of Nomination and Remuneration Committee was held on May 30, 2017 and December 13, 2017 during
the financial year ended March 31, 2018.
28
Annual Report 2017-18 JAY USHIN LIMITED
Note:
a) No sitting fee has been paid to Mr. Jaideo Prasad and Mr. Ashwani Minda.
b) Mr. Jaideo Prasad Minda has been appointed as Whole time Director designated as Executive Chairman for a
period of three years w.e.f. October 1,2016 in the Annual General Meeting held on September 30, 2016.
c) Mr. Ashwani Minda has been appointed as Managing Director for a period of five years w.e.f. October 1,2016 in
the Annual General Meeting held on September 30, 2016.
Non-Executive Directors / Non-Executive Directors-Independent Rs. in Lakhs
Name Sitting fees Other/commission, if any
Mr. Shiv Raj Singh* 0.50 -
Mr. Bharat Bhushan Chadha* 0.20 -
Mr. Ashok Panjwani* 0.80 -
Mr. Balraj Bhanot 0.30 -
Mrs. Vandana Minda# - -
* Includes sitting fees paid for Board and Board Committee meetings. #Non-Executive Director
Stakeholders' Relationship Committee
As on May 26, 2018, the Stakeholders' Relationship Committee comprised entirely three Independent Director viz
Mr. Balraj Bhanot, Chairman, Mr. Ashok Panjwani and Mr. Arvind Kumar Mittal as members of the Committee. Mr.
Shiv Raj Singh, erstwhile chairman of the Committee ceased as Director of the Company w.e.f. April 1, 2018 due to
his sad demise and Mr. Bharat Bhushan Chadha, erstwhile member of the Committee resigned as Director of the
Company w.e.f. May 26, 2018.
29
The role of Stakeholders' Relationship Committee is as follows:
1. consider and resolve the grievances of shareholders of the Company with respect to transfer of shares, non-
receipt of annual report, non-receipt of declared dividend, etc.;
2. ensure expeditious share transfer process in line with the proceedings of the Share Transfer Committee;
3. evaluate performance and service standards of the Registrar and Share Transfer Agent of the Company;
4. provide guidance and make recommendations to improve investor service levels for the investors.
The Board has also constituted a Share Transfer Committee consisting of two executive directors' viz. Mr. Jaideo
Prasad Minda & Mr. Ashwani Minda and Mr. Suresh Kumar Vijayvergia, Vice President (Finance). The committee
has delegated the power to the registrar who looks after transfer of equity shares including dematerialization, issue of
duplicate share certificates, transmission of shares, etc..
DETAILS OF SHAREHOLDERS' / INVESTORS' COMPLAINTS
Mr. Amit Kithania, Sr. Manager Finance & Company Secretary is the Compliance Officer for resolution of
Shareholders'/ Investors' complaints. During the year under review, no complaint was received.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee comprises Mr. Ashwani Minda as the Chairman Mr. Ashok Panjwani
and Mrs. Vandana Minda as members of the Committee.
The role of Corporate Social Responsibility Committee is as follows:
1. formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company;
2. recommending the amount of expenditure to be incurred on CSR activities of the Company;
3. reviewing the performance of Company in the area of CSR;
4. providing external and independent oversight and guidance on the environmental and social impact of how the
Company conducts its business;
5. monitoring CSR Policy of the Company from time to time;
6. monitoring the implementation of the CSR projects or programs or activities undertaken by the Company.
7. During the financial year ended March 31, 2018, the Committee met 4 times on May 30,2017,August 14, 2017,
October 31, 2017 and December 13, 2017.
30
Annual Report 2017-18 JAY USHIN LIMITED
concerns by way of whistle blowing and all the employees have been given access to the Audit Committee. No
personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy. The Company
Secretary is the designated officer for effective implementation of the policy and dealing with the complaints
registered under the policy. All cases registered under the Code of Business Principles and the Whistle Blower Policy
of the Company, are reported to the Management Committee and are subject to the review of the Audit Committee.
The Policy may be accessed on the Company's corporate website at http://jpmgroup.co.in/jayushin.htm
POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS
The Company has formulated a Policy on Related Party Transactions which is also available at Company's at
website http://jpmgroup.co.in/jayushin.htm The Policy intends to ensure that proper reporting; approval and
disclosure processes are in place for all transactions between the Company and Related Parties.
This policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the
potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party
Transactions are placed before the Audit Committee for review and approval.
POLICY ON CORPORATE SOCIAL RESPONSIBILITY
The Company has adopted a Corporate Social Responsibility Policy in line with the requirements of the Companies
Act' 2013. The policy is available on the website of the Company http://jpmgroup.co.in/jayushin.htm
AFFIRMATION AND DISCLOSURE
All the members of the Board and the Management Committee have affirmed their compliance with the Code of
Conduct as on March 31, 2018 and a declaration to that effect, signed by the Managing Director and Chief Executive
Officer is attached and forms part of this Report.
The members of the Management Committee have made disclosure to the Board of Directors that there were no
material, financial or commercial transaction, between the Company and members of the Management Committee
that may have a potential conflict with the interest of the Company at large.
All details relating to financial and commercial transactions where Directors may have a pecuniary interest are
provided to the Board and the interested Directors neither participate in the discussion nor vote on such matters.
The Company has complied with the requirements specified in Regulations 17 to 27 and clauses (b) to (i) of the
Regulation 46(2) of the Listing Regulations.
DISCLOSURE OF PENDING CASES / INSTANCES OF NON-COMPLIANCE
There were no non-compliances by the Company and no instances of penalties and strictures imposed on the
Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to the capital market
during the last three years.
COMPLIANCE WITH THE DISCRETIONARY REQUIREMENTS UNDER LISTING REGULATIONS
The Board of Directors periodically reviewed the compliance of all applicable laws and steps taken by the Company
to rectify instances of non-compliance, if any. The Company is in compliance with all mandatory requirements of
Listing Regulations.
SECRETARIAL AUDIT REPORT
The Company has undertaken Secretarial Audit for the financial year 2017-18 which, inter alia, includes audit of
compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Regulations and applicable
Regulations prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act,
1999 and Secretarial Standards issued by the Institute of the Company Secretaries of India. The Secretarial Audit
Report forms part of this Annual Report.
31
CORPORATE GOVERNANCE CODE
The Board of Directors has adopted 'Corporate Governance Code' for the Company which is a statement of practices
and procedures to be followed by the Company. The copy of the code is available on Company's website
http://jpmgroup.co.in/jayushin.htm
SHAREHOLDER INFORMATION
a) General Meetings
Details of last three Annual General Meetings and the summary of Special Resolutions passed therein are as
under:
March 31, 2015 September 30, 2015 SATVIK by Chhabra Farms, G-1, Pushpanjali
Farms, Dwarka Link Road, Bijwasan, New Delhi-
12.15 P.M.
110037
March 31, 2016 September 30, 2016, SATVIK by Chhabra Farms, G-1, Pushpanjali
9.30 A.M. Farms, Dwarka Link Road, Bijwasan, New Delhi-
110037
March 31, 2017 September 29, 2017, SATVIK by Chhabra Farms, G-1, Pushpanjali
9.30 A.M. Farms, Dwarka Link Road, Bijwasan, New Delhi-
110037
b) Details of Special Resolution passed in the previous three Annual General Meeting
September 30, 2015
1) Approval of material related party transactions
2) Approval of related party transaction.
September 30, 2016
1) Re-appointment of Mr. Jaideo Prasad Minda (DIN 00045623), as Whole- time Director designated as
Executive Chairman.
September 29, 2017
No resolution was passed during the financial year ended March 31, 2017 through Postal Ballot under section
110 of the Companies Act, 2013 and Rules framed there under.
32
Annual Report 2017-18 JAY USHIN LIMITED
BIFURCATION OF SHARES HELD IN PHYSICAL AND DEMAT FORM AS ON MARCH 31, 2018
Particulars No. of Shares %age of Total Share
Physical Segment 18,02,952 46.65
Demat Segment 20,61,548 53.35
TOTAL 38,64,500 100.00
There are no outstanding GDRs / ADRs / Warrants / Convertible Instruments of the Company.
LISTING DETAILS
Name and Address of Stock Exchange Stock Code
BSE Limited 513252
Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
ISIN INE289D01015
The listing fee for the financial year 2017-18 has been paid to the above Stock Exchange.
SHARE PRICE DATA
The monthly high and low prices and volumes of shares of the Company at BSE Limited (BSE) for the year
ended March 31, 2018 are as under:
Share Price
Month
High (Rs.) Low (Rs.) Volume
* Source: www.bseindia.com
33
Share Transfer System
The Company's shares are traded on BSE Limited, Mumbai in demat mode. Shares in physical mode, which are
lodged for transfer either with the company or with the Share Transfer Agent, are processed and subject to exercise
of option under compulsory transfer cum-demat-procedure, share certificates are either dematted or returned within
time as prescribed by the authorities.
As regard transfer of dematerialized shares, the same can be effected through the demat accounts of the transferor/s
and transferee/s maintained with recognized Depository participants.
Reconciliation of Share capital Audit
The reconciliation of Share Capital Audit is conducted by a Chartered Accountant in practice to reconcile the total
admitted capital with NSDL & CDSL ('Depositories') and the total issued and listed capital. The audit confirms that the
total issued/paid up capital is in agreement with the aggregate of total number of shares in physical form and
dematerialized form (held with depositories) and that the requests for dematerialization of shares are processed by
R&T agent with in stipulated time and uploaded with the concerned depositories.
COMMUNICATION TO SHAREHOLDERS
Effective communication of information is an essential component of Corporate Governance. It is a process of
sharing information, ideas, thoughts, opinions and plans to all stakeholders which promotes management-
shareholder relations. The Company regularly interacts with shareholders through multiple channels of
communication such as policies, results announcement, annual report, media releases, Company's website and
subject specific communications.
The quarterly, half yearly and annual results of the Company's performance are published in leading newspapers.
These results are also made available on the website of the Company http://jpmgroup.co.in/jayushin.htm.
The Quarterly Results, Shareholding Pattern and all other corporate communication to the Stock Exchanges are
filed through BSE Listing Centre, for dissemination on their website .
ADDRESS FOR CORRESPONDENCE
All shareholders' correspondence should be forwarded to M/s. RCMC Share Registry Private Limited, the Registrar
and Transfer Agent of the Company or at the Registered Office of the Company at the addresses mentioned below.
The Company's dedicated e-mail address for Investors' Complaints and other communications is
julinvestors@jushinindia.com;
REGISTRAR AND SHARE TRANSFER AGENT: INVESTOR SERVICE CENTER:
34
Annual Report 2017-18 JAY USHIN LIMITED
UNPAID / UNCLAIMED DIVIDENDS
In accordance with the provisions of Sections 124 and 125 of Companies Act, 2013 and Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules) dividends not encashed /
claimed within seven years from the date of declaration are to be transferred to the Investor Education and Protection
Fund (IEPF) Authority. The IEPF Rules mandate companies to transfer shares of Members whose dividends remain
unpaid / unclaimed for a continuous period of seven years to the demat account of IEPF Authority. The Members
whose dividend / shares are transferred to the IEPF Authority can claim their shares / dividend from the Authority.
Shareholders / legal heir(s) of deceased Shareholders who have not encashed their dividend warrants relating to the
aforesaid financial year(s) may claim such dividend and corresponding shares from the IEPF Authority by applying in
the prescribed Form. This Form can be downloaded from the website of the IEPF Authority www.iepf.gov.in.
PLANT LOCATIONS
1. GP-14, HSIIDC Industrial Estate, Sector -18, Gurugram-122001, Haryana
2. Plot No.4, Sector 3, IMT-Manesar, Gurugram-122050, Haryana
3. Plot No.446 F, Sector 8, IMT-Manesar, Gurugram-122050, Haryana
4. Khasra No.39/14, 15/1, 17/1, Village & Post Mohammadpur, Jharsa, Gurugram-122004, Haryana
5. R & D Centre Plot No. 282, Udyog Vihar Phase-VI, Sector-37, Gurugram-122001, Haryana
6. D-1(2), Sipcot Industrial Park, Irungulam Village, Sriperumbudur-602105, Tamilnadu
7. Plot No.67-69 & 70 (part), Narasapura Industrial area, District-Kolar-563113, Karnataka
8. Plot No. 693/P2 FF, Nilkanth Industrial Park, Nilkanth Mahadev Road, B/H. Dediyasan GIDC, Mehsana-384002
(Gujarat)
9. SP-6, Industrial Area Kahrani, Bhiwadi -301019, Rajasthan
COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES
Please refer to Management Discussion and Analysis Report for the same.
EQUITY SHARES IN THE SUSPENSE ACCOUNT
In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations,
details of equity shares in suspense account are as follows:
Particulars Number of Number of
shareholders equity shares
Aggregate number of shareholders and the outstanding shares in the 307 43,512
suspense account lying as on April 1, 2017
Shareholders who approached the Company for transfer of shares from - -
suspense account during the year
Shareholders to whom shares were transferred from the suspense - -
account during the year
Shareholders whose shares are transferred to the demat account of the 307 43,512
IEPF Authority as per Section 124 of the Act
Aggregate number of shareholders and the outstanding shares in the - -
suspense account lying as on March 31, 2018
To
The Members of Jay Ushin Limited
We have examined the compliance of conditions of Corporate Governance by Jay Ushin Limited (' the Company') for
the year ended 31st March, 2018 as stipulated under Regulation 17 to 27, clauses (b) to (i) of sub-regulation (2) of 46,
para C, D and E of Schedule V and any other relevant provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) with the relevant
records/documents maintained by the Company furnished to us for our review and report on Corporate Governance
as approved by the Board of Directors.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance. It is neither an audit, nor an expression of opinion on the financial statements of
the Company.
In our opinion and to the best of our information and according to the explanations given to us and representation
made by the Directors and the management, we certify that the Company has complied in all material respects with
the conditions of Corporate Governance as stipulated in the above mentioned SEBI Listing Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
Place: Gurugram
Date: August 14, 2018 Neeraj Bansal
Partner
Membership No. 095960
36
Annual Report 2017-18 JAY USHIN LIMITED
CERTIFICATE BY CHIEF EXECUTIVE OFFICER (CEO) & CHIEF FINANCIAL OFFICER (CFO)
To,
The Board of Directors
Jay Ushin Limited
We, the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of Jay Ushin
Limited (“the Company”), to the best of our knowledge and belief certify that:
(a) We have reviewed the financial statements and the cash flow statement for the financial year ended 31st March,
2018 and to the best of our knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain any
statements that might be misleading;
(ii) these statements together present a true and fair view of the Company's affairs and are in compliance with the
existing accounting standards, applicable laws and regulations.
(b) To the best of our knowledge and belief, there are no transactions entered into by the Company during the year
ended 31st March 2018 are fraudulent, illegal or violative of the Company's code of conduct.
(c) That all the members of the Board of Directors and senior Management Personnel have confirmed compliance
with the Code of Conduct as adopted by the Company for the current year.
(d) We are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the
same over the financial reporting of the Company and have disclosed to the Auditors and the Audit Committee,
deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have
taken or propose to take to rectify these deficiencies.
(e) We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and Audit
Committee:
(i) significant changes, if any, in the internal control over financial reporting during the year;
(ii) significant changes, if any, in the accounting policies made during the year and that the same has been
disclosed in the notes to the financial statements; and
(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having significant role in the Company's internal control system over financial
reporting.
37
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF JAY USHIN LIMITED
38
Annual Report 2017-18 JAY USHIN LIMITED
Neeraj Bansal
Partner
Membership No. 095960
Place : Gurugram
Date : 26th May 2018
39
Annexure A to the Independent Auditor's Report
Report on the matters specified in paragraph 3 of the Companies (Auditor's Report) Order, 2016 (“the
Order') issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013
(“the Act”) as referred to in paragraph 1 of 'Report on Other Legal and Regulatory Requirements' section
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets;
(b) The fixed assets were physically verified by the management at reasonable intervals; no material
discrepancies were noticed on such verification;
(c) According to the information and explanations given to us and based on available records of the
company, the title deeds of immovable properties are held in the name of the Company;
(ii) The physical verification of inventory has been conducted at reasonable intervals by the management and no
material discrepancies were noticed on such physical verification;
(iii) As per the information and explanation given to us and on the basis of our examination of our records, the
Company has not granted loans, secured or unsecured to companies, firms, Limited Liability Partnerships or
other parties covered in the register maintained under section 189 of the Companies Act, 2013;
(iv) The Company has not granted any loans or provided any guarantees or security to the parties covered under
section 185 and 186 of the Companies Act, 2013. The Company has complied with the provisions of section
186 of the Companies Act 2013 in respect of investment made.
(v) As per the information and explanation provided to us, the Company has not accepted deposits during the
year. Further, we have not come across any such deposit(s) nor the management has reported any such
deposit(s), therefore the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76
or any other relevant provisions of the Companies Act, 2013 and the rules framed are not applicable. Also, as
per explanation and information provided to us, there are no orders of Company Law Board or National
Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal which were required to be
complying by the Company.
(vi) The Central Government has not prescribed the maintenance of cost records for the activities carried on by the
Company during the year ended 31st March 2018 under sub-section (1) of section 148 of the Companies Act,
2013, hence clause(vi) of paragraph 3 of the Order is not applicable to the Company.
(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund,
employees' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value
added tax, goods and service tax, cess and any other statutory dues to the appropriate authorities. There
are no arrears of outstanding statutory dues as on the last day of the financial year concerned for a period
of more than six months from the date they became payable;
(b) According to the information and explanations given to us and the records of the Company examined by
us, there are no dues from income tax or sales tax or service tax or duty of customs or duty of excise or
value added tax, goods and service tax or cess which have not been deposited on account of any dispute.
(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government
or dues to debenture holders, hence clause(viii) of paragraph 3 of the order is not applicable to the Company;
(ix) The Company has not raised any moneys by way of initial public offer or further public offer (including debt
instruments). The term loans were applied for the purposes for which those are raised;
(x) According to the information and explanations given to us and the records of the company examined by us, No
fraud by the Company or fraud on the Company by its officers or employees has been noticed or reported
40
Annual Report 2017-18 JAY USHIN LIMITED
Neeraj Bansal
Partner
Membership No. 095960
Place : Gurugram
Date : 26th May 2018
41
Annexure B to the Independent Auditor's Report to the members of Jay Ushin Limited dated 26th May 2018
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act, 2013 (“the Act”) as referred to in paragraph 2(f) of 'Report on Other Legal and Regulatory Requirements'
section
We have audited the internal financial controls over financial reporting of JAY USHIN LIMITED (“the Company”) as of
March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year
ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on
“the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based
on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under
section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both
applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of
India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an understanding of internal
financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company's internal financial control over
financial reporting includes those policies and procedures that:
a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of
42
Annual Report 2017-18 JAY USHIN LIMITED
the company are being made only in accordance with authorisation of management and directors of the
company; and
c) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as at March
31, 2018, based on “the internal control over financial reporting criteria established by the Company considering the
essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India”.
Neeraj Bansal
Partner
Membership No. 095960
Place : Gurugram
Date : 26th May 2018
43
BALANCE SHEET AS AT MARCH 31, 2018 Rs. In Lakhs
As at As at As at
Note March 31, 2018 March 31, 2017 April 1, 2016
ASSETS
(1) Non - current assets
(a) Property, plant and equipment 3 14,398.91 14,047.48 14,608.00
(b) Capital work - in - progress 4 107.18 612.84 242.58
(c) Intangible assets 5 785.34 954.42 926.59
(d) Intangible assets under development 4 - 1.59 -
(e) Financial assets
(i) Investments 6 69.08 69.08 61.81
(ii) Loans 7 120.30 124.53 89.18
(iii) Other financial assets 8 17.59 171.98 167.51
(f) Other non - current assets 9 1,274.16 751.28 654.73
Total Non-Current Assets 16,772.56 16,733.20 16,750.40
(2) Current assets
(a) Inventories 10 7,042.62 6,023.96 5,938.57
(b) Financial assets
(i) Trade receivables 11 12,773.65 10,493.49 8,353.97
(ii) Cash and cash equivalents 12 155.39 165.50 565.27
(iii) Bank balances other than (ii) above 13 39.39 16.21 22.81
(iv) Loans 14 13.71 21.97 11.33
(c) Other current assets 15 1,556.24 1,031.17 969.38
Total Current Assets 21,581.00 17,752.30 15,861.33
Total Assets 38,353.56 34,485.50 32,611.73
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 16 386.45 386.45 386.45
(b) Other equity 17 6,113.65 5,115.29 4,822.27
Total equity 6,500.10 5,501.74 5,208.72
Liabilities
(1) Non - current liabilities
(a) Financial liabilities
(i) Borrowings 18 7,040.63 4,103.04 3,331.22
(ii) Other financial liabilities 19 84.02 75.75 68.29
(b) Provisions 20 632.94 561.24 508.26
(c) Deferred tax liabilities (net) 21 27.57 321.80 257.50
(d) Other non - current liabilities 22 108.64 107.07 486.35
Total Non-Current Liabilities 7,893.80 5,168.90 4,651.62
(2) Current liabilities
(a) Financial liabilities
(i) Borrowings 23 5,784.74 6,047.01 3,705.50
(ii) Trade payables 24 12,278.13 12,376.13 14,140.37
(iii) Other financial liabilities 25 5,602.53 4,717.74 4,316.13
(b) Other current liabilities 26 85.62 450.46 365.97
(c) Provisions 27 208.64 223.52 223.42
Total Current Liabilities 23,959.66 23,814.86 22,751.39
Total Equity & Liabilities 38,353.56 34,485.50 32,611.73
See accompanying notes to the financial statements 1-50
In terms of our report attached
For S S Kothari Mehta & Co. For and on behalf of the Board of Directors of Jay Ushin Limited
Chartered Accountants
Firm Registration No.: 000756N Ashwani Minda Jaideo Prasad Minda
Managing Director Chairman
Neeraj Bansal DIN : 00049966 DIN : 00045623
Partner
Membership No.: 095960
Lalit Choudhary Amit Kithania
Place: Gurugram Chief Financial Officer Sr. Manager Finance &
Date: May 26, 2018 44 Company Secretary
Annual Report 2017-18 JAY USHIN LIMITED
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018
Rs. In Lakhs
For the Year ended For the Year ended
Note March 31, 2018 March 31, 2017
45
CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2018
Rs. In Lakhs
46
Annual Report 2017-18 JAY USHIN LIMITED
47
STATEMENT OF CHANGES IN EQUITY
B. OTHER EQUITY
Other
Reserves and surplus Compre
-hensive
Income
Total
Particulars
Securities
General Retained
Premium FVOCI
Reserve Earnings Reserve
Reserve
Restated Balance as at April 1, 2016 285.96 437.67 4,055.48 43.16 4,822.27
48
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
1. GENERAL INFORMATION
Jay Ushin Limited (the Company) is a public company domiciled & incorporated under the provisions of the
Companies Act, 1956 on August 14, 1986. The addresses of its registered office and principal place of
business are disclosed in the introduction to the annual report. The shares of the Company are listed on one
stock exchange in India i.e. Bombay Stock Exchange (BSE). The Company is primarily in the business of
manufacturing and sale of components such as lock and key sets, combination switches, heater control
panels (HVAC), and door latches for automobiles.
The financial statements for the year ended March 31, 2018 were approved by the Board of Directors and
authorised for issue on May 26, 2018.
2. BASIS OF PREPARATION AND PRESENTATION
2.1 Statement of Compliance
The financial statements have been prepared in accordance with IND AS notified under the Companies
(Indian Accounting Standards) Rules, 2015.
Upto the year ended March 31, 2017, the Company prepared its financial statements in accordance with the
requirements of previous GAAP, which includes Standards notified under the Companies (Accounting
Standards) Rules, 2006. These are Company's first IND AS financial statements. The date of transition to IND
AS is April 1, 2016. Refer Note 3.12 for the details of first-time adoption exemptions availed by the
Company. Financial statement has been prepared in Lakhs
2.2 Accounting convention
The financial statements have been prepared on the historical cost basis except for certain financial
instruments that are measured at fair values at the end of each reporting period, as explained in the accounting
policies below. Historical cost is generally based on the fair value of the consideration given in exchange for
goods and services.
2.3 Operating Cycle
Based on the nature of products/ activities of the Company and the normal time between acquisition of assets
and their realization in cash or cash equivalents, the Company has determined its operating cycle as 12
months for the purpose of classification of its assets and liabilities as current and non-current.
3. SIGNIFICANT ACCOUNTING POLICIES
3.1 Revenue Recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as
revenue are inclusive of excise duty and excluding of returns, trade allowances, rebates, other similar
allowances, goods and service tax, value added taxes, service tax and amounts collected on behalf of third
parties or government, if any.
Sale of goods
Revenue from the sale of goods is recognised when the goods are dispatched and titles have passed, at which
time all the following conditions are satisfied:
· the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
· the Company retains neither continuing managerial involvement to the degree usually associated with
ownership nor effective control over the goods sold;
· it is probable that the economic benefits associated with the transaction will flow to the Company
· the amount of revenue can be measured reliably; and
· the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Dividend and interest income
Dividend income from investments is recognised when the shareholder's right to receive payment has been
established.
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to
the Company and the amount of income can be measured reliably. Interest income is accrued on, time basis,
by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's
net carrying amount on initial recognition.
49
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
3.2 Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
For arrangements entered into prior to the transition date, i.e. April 1, 2016, the Company has determined
whether the arrangements contain lease on the basis of facts and circumstances existing on the date of
transition.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and
rewards of ownership to the lessee. All other leases are classified as operating leases.
(i) As a lessee
Assets held under finance leases are initially recognised as assets of the Company at their fair value at the
inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding
liability to the lessor is included in the standalone balance sheet as a finance lease obligation. Lease payments
are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant
rate of interest on the remaining balance of the liability.
Payments made under operating leases (net of any incentives received from the lessor) are charged to profit
or loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line
with expected general inflation to compensate for the lessor's expected inflationary cost increases in which
case lease expenses are charged to profit or loss on the basis of actual payments to the lessors.
(ii) As a lessor
Lease income from operating leases where the company is a lessor is recognised in income on a straight-line
basis over the lease term unless the receipts are structured to increase in line with expected general inflation to
compensate for the expected inflationary cost increases. The respective leased assets are included in the
balance sheet based on their nature.
3.3 Foreign currencies
Standalone financial statements have been presented in Indian Rupees (INR), which is the Company's
functional and presentation currency.
In preparing the financial statements of the Company, transactions in currencies other than the company's
functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the
transactions. At the end of each reporting period, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical
cost in a foreign currency are not retranslated.
Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.
3.4 Borrowing costs
Borrowing costs directly attributable to the' acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are substantially ready for their intended use or
sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
3.5 Employee benefits
Retirement benefit
Payments to defined contribution plans are recognised as an expense when employees have rendered
service entitling them to the contributions.
For defined benefit plans, the cost of providing benefits is determined using the projected unit credit method,
with actuarial valuations being carried out at the end of each annual reporting period. Re-measurement,
comprising actuarial gains and losses and the return on plan assets (excluding net interest), is reflected
immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the
period in which they occur. Re-measurement recognised in other comprehensive income is reflected
immediately in retained earnings and is not reclassified to profit or loss.
Net interest is calculated by applying the discount rate at the beginning of the period to the net defined
benefit liability or asset. Defined benefit costs are categorised as follows:
50
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
· service cost (including current service cost, past service cost, as well as gains and losses or curtailments
and settlements);
· net interest expense or income; and
· re-measurement
The Company presents the first two components of defined benefit costs in profit or loss in the line item
'Employee benefits expense'.
The retirement benefit obligation recognised in the balance sheet represents the actual deficit or surplus in the
Company's defined benefit plans. Any surplus resulting from this calculation is limited to the present value of
any economic benefits available in the form of refunds from the plan or reductions in future contributions to the
plans.
Short-term and other long-term employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, in the period the
related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that
service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of
the benefits expected to be paid in exchange for the related service.
Liabilities recognised in respect of other long-term employee benefits such as annual leave and sick leave are
measured at the present value of the estimated future cash outflows expected to be made by the Company in
respect of services provided by employees up to the reporting date.
3.6 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as
reported in the statement of profit and loss because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or deductible. The Company's current tax is
calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred
tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally
recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or
substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from
the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying
amount of its assets and liabilities.
Current and deferred tax for the year
Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised
in other comprehensive income or directly in equity, in which case, the current and deferred tax are also
recognised in other comprehensive income or directly in equity respectively.
Minimum Alternative Tax (MAT) payable in a year is charged to Statement of Profit and Loss as current
tax. Minimum Alternative Tax credit is recognised as an asset only to the extent and when there is
convincing evidence that the Company will pay normal income tax during the specified period. The said
asset is created by way of a credit to the Statement of Profit and Loss and is shown as MAT Credit
Entitlement. Such asset is reviewed at each balance sheet date and the carrying amount is written down to
the extent there is no longer convincing evidence to the effect that the Company will pay normal tax during
the specified period.
51
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
3.7 Property, plant and equipment
Property, plant and equipment (including furniture, fixtures, vehicles, etc.) held for use in the production or
supply of goods or services, or for administrative purposes, are stated in the balance sheet at cost less
accumulated depreciation and accumulated impairment losses. Cost of acquisition is inclusive of freight,
duties, taxes and other incidental expenses. Freehold land is not depreciated.
Properties in the course of construction for production, supply or administrative purposes are carried at cost,
less any recognised impairment loss. Cost includes items directly attributable to the construction or acquisition
of the item of property, plant and equipment, and, for qualifying assets, borrowing costs capitalised in
accordance with the Company's accounting policy. Such properties are classified to the appropriate
categories of property, plant and equipment when completed and ready for intended use. Depreciation of
these assets, on the same basis as-other property assets, commences when the assets are ready for their
intended use.
Property, plant and equipment, fixtures and equipment are stated at cost less accumulated depreciation and
accumulated impairment losses. Cost of acquisition is inclusive of freight, duties, taxes and other incidental
expenses.
Depreciation is recognised so as to write off the cost of assets (other than freehold land and properties under
construction) less their residual values over their useful lives, using the straight-line method. The estimated
useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a prospective basis.
Depreciation is charged on a pro-rata basis at the straight line method over estimated economic useful lives of
its property, plant and equipment generally in accordance with that provided in the Schedule II to the Act other
than assets covered under employee benefits schemes which are depreciated over a period of 5 years and
moulds and dies which are depreciated over a period of 3-8 years. Leasehold land is amortised over the period
of lease.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement
of an item of property, plant and equipment is determined as the difference between the sales proceeds and
the carrying amount of the asset and is recognised in profit or loss.
Transition to IND AS
On transition to IND AS, the company has elected to adopt carrying value of all of its property, plant and
equipment recognized as at April 1, 2016 measured as per the previous GAAP and use that carrying value as
the deemed cost of the property, plant and equipment.
Projects under which assets are not ready for their intended use are disclosed under Capital Work-in-
Progress.
3.8 Intangible assets
Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated
amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over
their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each
reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated
impairment losses.
An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use
or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference
between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when
the asset is derecognised.
Useful lives of intangible assets
Intangible assets, comprising of software, expenditure on Model fee, etc. incurred are amortised on a
straight line method over a period of 6 years.
Transition to IND AS
On transition to IND AS, the Company has elected to continue with the carrying value of all of intangible assets
recognised as at April 1, 2016 measured as per the previous GAAP and use that carrying value as the deemed
cost of intangible assets.
52
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
3.9 Impairment of tangible and intangible assets
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible
assets to determine whether there is any indication that those assets havesuffered an impairment loss. If any
such indication exists,the recoverable amount of the asset is estimated in order to determine the extent of the
impairment loss (if any). Recoverable amount is the higher of fair value less costs of disposal and value in use.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for
impairment at least annually, and whenever there is an indication that the asset may be impaired. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been adjusted.
When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and
consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-
generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a
reasonable and consistent allocation basis can be identified.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment
loss is recognised immediately in profit or loss. When an impairment loss subsequently reverses, the carrying
amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount,
but so that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit or loss.
3.10 Inventories
Inventories are stated at the lower of cost and net realisable value. Raw material, packing material, stores and
spares are valued at lower of cost, determined on the first in first out basis (FIFO) or net realisable value.
However, raw materials and other items held for use in the production of inventories are not written down below
cost, if the finished products in which they will be incorporated are expected to be sold at or above cost.
Finished goods and work in progress are valued at lower of cost, determined on the first in first out basis
(FIFO)or net realizable value. Cost of finished goods includes excise duty. Excise duty payable on finished
goods is accounted for upon manufacture and transfer of finished goods to the stores. Payment of excise duty
is deferred till the clearance of goods from the factory premises.
Cost of inventories comprises all cost of purchases, cost of conversion and other costs incurred in bringing the
inventory to their present location and condition.
3.11 Provisions,contingent liabilities and contingent assets
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a
past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can
be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows (when the effect of the time value of money is
material).
Warranties
The estimated liability for product warranties is recorded when products are sold. These estimates are
established using historical information on the nature, frequency and average cost of warranty claims and
management estimates regarding possible future incidence based on corrective actions on product failures.
The timing of outflows will vary as and when warranty claim will arise- being typically two to five years.
Contingent liabilities
A disclosure for a contingent liability is made where it is more likely than not that a present obligation or possible
obligation may result in or involve an outflow of resources. When no present or possible obligation exists and
the possibility of an outflow of resources is remote, no disclosure is made.
Contingent assets
Contingent assets are neither recorded nor disclosed in the financial statements.
53
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
3.12 First-time adoption - mandatory exceptions, optional exemptions
Overall principle
The Company has prepared the opening balance sheet as per IND AS as of April 1, 2016 (the transition date) by
recognising all assets and liabilities whose recognition is required by IND AS, not recognising items of assets or
liabilities which are not permitted by IND AS, by reclassifying items from previous GAAP to INDd AS as required
under IND AS, and applying IND AS in measurement of recognised assets and liabilities.
3.13 Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised
immediately in profit or loss.
3.14 Financial assets
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair
value, depending on the classification of the financial assets
Classification of financial assets
Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for
debt instruments that are designated as at fair value through profit or loss on initial recognition):
• the asset is held within a business model whose objective is to hold assets in order to collect contractual
cash flows; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are subsequently measured at fair value through other
comprehensive income (“FVTOCI”)(except for debt instruments that are designated as at fair value through
profit or loss on initial recognition):
• the asset is held within a business model whose objective is achieved both by collecting contractual cash
flows and selling financial assets; and
• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Interest income is recognised in profit or loss for FVTOCI debt instruments.All other financial assets are
subsequently measured at fair value.
Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of
allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash receipts (including all fees and points paid or received that form an integral part of the
effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt
instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Income is recognised on an effective interest basis for debt instruments other than those financial assets
classified as at FVTPL. Interest income is recognised in profit or loss and is included in the “Other income” line
item.
Financial assets at fair value through profit or loss (FVTPL)
Investments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial
recognition to present subsequent changes in fair value in other comprehensive income for investments in
equity instruments which are not held for trading.
54
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Debt instruments that do not meet the amortised cost criteria or FVTOCI criteria are measured at FVTPL. In
addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at
FVTPL are measured at FVTPL.
A financial asset that meets the amortised cost criteria or debt instruments that meet the FVTOCI criteria may
be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognising
the gains and losses on them on different bases.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or
losses arising on re-measurement recognised in profit or loss. The net gain or loss recognised in profit or loss
incorporates any dividend or interest earned on the financial asset and is included in the 'Other income' line
item. Dividend on financial assets at FVTPL is recognised when the company's right to receive the dividends is
established, it is probable that the economic benefits associated with the dividend will flow to the entity, the
dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be
measured reliably.
Impairment of financial assets
The Company applies the expected credit loss model for recognising impairment loss on financial assets
measured at amortised cost, debt instruments at FVTOCI, trade receivables, other contractual rights to receive
cash or other financial asset, and financial guarantees not designated as at FVTPL.
Expected credit losses are the weighted average of credit losses with the respective risks of default occurring
as the weights.
Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the
asset to another party.
3.15 Financial liabilities and equity instruments
Classification as debt or equity Debt and equity instruments issued by Company are classified as either
financial liabilities or as' equity in accordance with the substance of the contractual arrangements and the
definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Financial liabilities that are not held-for-trading and are not designated as at FVTPL are
measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial
liabilities that are subsequently measured at amortised cost are determined based on the effective interest
method. Interest expense that is not capitalised as part of costs of an asset is included in the 'Finance costs'
Line item.
The effective interest method is a method of calculating the amortised cost of a financial liability and of
allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash payments (including all fees and points paid or received that form an integral part of the
effective interest rate, transaction costs and other premiums or discounts) through the expected life of the
financial liability.
All financial liabilities are subsequently measured at amortised cost using the effective interest method or at
FVTPL.
Derecognition of financial liabilities
The Company derecognises financial liabilities when, and only when, the Company's obligations are
discharged, cancelled or have expired.
3.16 Cash flow statement
Cash flows are reported using the indirect method, whereby profit / (loss) after tax is adjusted for the effects of
transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The
cash flows from operating, investing and financing activities of the Company are segregated based on the
available information.
55
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
56
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Rs. in Lakhs
3 PROPERTY, PLANT & EQUIPMENT
Particulars Freehold Leasehold Buildings Leasehold Plant & Dies Furniture Office Vehicles Temporary Computers Total
Land Land Improvement Machinery & equipment
Fixtures
Cost
As at April 1, 2016 3,330.37 1,592.82 5,539.80 855.97 4,422.19 5,138.60 155.00 110.24 353.04 85.48 204.56 21,788.07
Annual Report 2017-18
Additions 21.20 - 30.18 1.02 322.54 723.86 4.23 2.64 4.39 34.16 10.87 1,155.09
Disposals - - - - 2.85 512.38 - - - - - 515.23
As at March 31, 2017 3,351.57 1,592.82 5,569.98 856.99 4,741.88 5,350.08 159.23 112.88 357.43 119.64 215.43 22,427.93
Additions 56.58 40.15 576.23 48.50 411.33 744.82 10.87 0.65 7.97 - 16.16 1,913.26
Disposals - - - - 368.85 932.68 - - 7.01 - - 1,308.54
As at March 31, 2018 3,408.15 1,632.97 6,146.21 905.49 4,784.36 5,162.22 170.10 113.53 358.39 119.64 231.59 23,032.65
Accumulated depreciation
As at April 1, 2016 - 50.51 816.60 212.04 2,401.69 3,119.06 85.74 84.91 207.57 60.44 141.51 7,180.07
Charge for the year - 16.02 173.22 26.47 413.70 476.75 15.21 10.36 21.78 35.07 17.70 1,206.28
57
Disposals - - - - 5.90 - - - - - 5.90
As at March 31, 2017 - 66.53 989.82 238.51 2,815.39 3,589.91 100.95 95.27 229.35 95.51 159.21 8,380.45
Charge for the year - 16.20 174.68 27.65 476.59 424.41 14.17 5.86 21.60 14.65 17.64 1,193.45
Disposals - - - - 346.15 587.33 - - 6.69 - - 940.17
As at March 31, 2018 - 82.73 1,164.50 266.16 2,945.83 3,426.99 115.12 101.13 244.26 110.16 176.85 8,633.73
Carrying amount
As at April 1, 2016 3,330.37 1,542.31 4,723.20 643.93 2,020.50 2,019.54 69.26 25.33 145.47 25.04 63.05 14,608.00
As at March 31, 2017 3,351.57 1,526.29 4,580.16 618.48 1,926.49 1,760.17 58.28 17.61 128.08 24.13 56.22 14,047.48
As at March 31, 2018 3,408.15 1,550.24 4,981.71 639.33 1,838.53 1,735.23 54.98 12.40 114.13 9.48 54.74 14,398.91
Notes:
(i) Contractual commitment towards purchase of property, plant and equipment, refer note No. 40
(ii) Opening balances of gross block and accumulated depreciation have been regrouped / reclassified / rearranged wherever considered necessary.
(iii) For assets charged as security, please refer note Nos. 18, 23
(iv) Borrowing cost capitalized during the period is Nil.
(v) Property, plant & equipment includes following assets which have been leased out under operating lease agreement:-
JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Rs. in Lakhs
Particulars March 31,2018 March 31,2017 April 1, 2016
Building
Cost/Deemed Cost 1,160.28 1,160.28 1,160.28
Accumulated Depreciation 469.29 377.12 342.60
Net Carrying Amount 690.99 783.16 817.68
Accumulated amortisation
As at April 1, 2016 62.78 370.11 432.89
Charge for the year 18.53 274.58 293.11
Disposals - - -
As at March 31, 2017 81.31 644.69 726.00
Charge for the year 25.20 330.92 356.12
Disposals - - -
As at March 31, 2018 106.51 975.61 1,082.12
Carrying amount
As at April 1, 2016 113.51 813.08 926.59
As at March 31, 2017 105.86 848.56 954.42
As at March 31, 2018 118.19 667.15 785.34
Notes:
1. Cost of software includes purchase price, duties & taxes (other than refundable from tax authorities).
2. Useful life of additions under software is 5 years and for technical Know How is 4 years.
58
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
6 INVESTMENTS - NON CURRENT Rs. In Lakhs
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Investment in equity instrument
Unquoted :
Inapax Private Limited
60,000 (previous year 60,000) equity shares of 69.08 69.08 61.81
Rs.10 each Total 69.08 69.08 61.81
10 INVENTORIES
(lower of cost and net realisable value)
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Raw materials and components
At factory 5,316.48 4,493.26 4,011.62
With job workers 176.36 129.19 269.84
Goods in transit of raw materials and components 652.24 352.00 890.56
Finished Goods
- At Factory 893.91 1,041.02 763.87
Stores and spares 3.63 8.49 2.68
Total 7,042.62 6,023.96 5,938.57
59
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Rs. In Lakhs
11 TRADE RECEIVABLES
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Current
Unsecured - considered good
Trade receivable 12,773.65 10,493.49 8,353.97
Includes amount due from related parties (refer note No. 43)
Total 12,773.65 10,493.49 8,353.97
The concentration of credit risk is limited due to the fact that the customer base is large and unrelated
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Age of receivables
Upto 6 months 12,748.46 10,433.49 8,331.39
More than 6 months but upto 12 months 23.40 40.58 22.58
More than 12 months but upto 36 months 1.79 17.68 -
More than 36 months - 1.74 -
Total 12,773.65 10,493.49 8,353.97
The Company has used a practical expedient by computing the expected loss allowance for trade receivables
based on historical credit loss experience and adjustments for forward looking information.
* These deposits are pledged with bank for issue of purchase orders discounting, LC and security for loans and
these are not available for use by the Company.
60
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Rs. In Lakhs
16 Equity Share Capital
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
Number Amount Number Amount Number Amount
The Company has only one class of equity shares with a par value of Rs. 10 per share. Each shareholder is eligible for one
vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the
ensuing Annual General Meeting, except in the case of interim dividend. The Company declares and pays dividends in Indian
rupees. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after
distribution of all preferential amounts in proportion to their shareholding.
(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting year:
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Equity shares
Number Amount Number Amount Number Amount
Opening Balance 3,864,500 386.45 3,864,500 386.45 3,864,500 386.45
Issued during the year - - - - - -
Closing Balance 3,864,500 386.45 3,864,500 386.45 3,864,500 386.45
(ii) Details of shareholders holding more than 5% equity shares in the Company:
As at March 31, 2018 As at March 31, 2017 As at April 1, 2016
Particulars No. of Shares % of No. of % of No. of Shares % of
Holding Shares Holding Holding
U-Shin Ltd. 1,004,645 26.00 1,004,645 26.00 1,004,645 26.00
Consortium Vyapaar Limited 526,097 13.61 523,797 13.55 161,300 4.17
J P Minda 326,185 8.44 289,385 7.49 317,585 8.22
JPM Automobiles Ltd 303,640 7.86 303,640 7.86 253,640 6.56
JPM Farms Private Limited 198,446 5.13 198,446 5.13 71,000 1.84
Ashwani Minda 93,992 2.43 93,992 2.43 249,092 6.45
Anil Minda - - 300 .01 213,046 5.51
One of the Investor has acquired 54,797 Nos. (1.41%) shares from one of the Indian Promoter shareholder of Promoter
group out of which 52,497 Nos. (1.36%) shares are registered in their name within March 31, 2017 with requisite disclosure
for 54,797 Nos. (1.41%) shares under SEBI (PIT) Regulation 2015 with Corresponding update in the register of
shareholders accordingly.
(iii) No shares have been, allotted as fully paid up, pursuant to any contract(s), without payment being received in cash, allotted
as fully paid up by way of bonus shares or bought back during the last 5 years.
61
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Rs. In Lakhs
17 OTHER EQUITY
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
c. Retained Earnings
Balance as at the beginning of the year 4,296.49 4,055.48 3,475.04
Add: Profit for the year 1,067.84 405.71 618.24
Add: IND AS Adjustement - - 24.02
Remeasurement of defined benefit plans 23.55 (2.05) -
Less: Appropriations:
Equity Dividend Paid (77.29) (96.61) -
Dividend Distribution tax thereon (15.73) (19.67) -
Transferred to General Reserves - (46.37) (61.82)
Balance as at the end of the year 5,294.86 4,296.49 4,055.48
-
d. FVOCI reserve
Balance as at the beginning of the year 48.78 43.16 -
Add: FVOCI Addition during the year - 5.62 43.16
Balance as at the end of the year 48.78 48.78 43.16
Total 6,113.65 5,115.29 4,822.27
17.1 This is item of other comprehensive income arising from remeasurement of defined benefit obligation net of income
tax, which is directly recognised in retained earning.
General Reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As
the general reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the general reserve will not reclassified subsequently to profit or loss.
Retained Earnings
In respect of the year ended March 31, 2018, the directors propose that a dividend of Rs. 3.00 per share be paid on
fully paid equity shares. This equity dividend is subject to approval by shareholders at the Annual General Meeting and
has not been included as liability in these financial statements. The proposed equity dividend is payable to all holders of
fully paid equity shares. The total estimated equity dividend to be paid is Rs. 139.76 Lakhs (including dividend
distribution tax thereon of Rs. 23.83 Lakhs).
62
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Rs. In Lakhs
18 BORROWINGS*
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Non Current
Term loans, Secured
From banks (rupee loan) 7,325.71 2,511.84 1,268.31
From banks (foreign currency loan) 1,618.24 2,268.60 1,944.94
From other parties 612.04 1,026.35 1,350.68
Vehicle loans
From banks 10.65 37.31 70.30
Unsecured Loan
Deferred Payment Liability 165.46 165.46 218.25
Amount disclosed under the head "other financial liabilities" (2,691.47) (1,906.52) (1,521.26)
(refer note 25)
7,040.63 4,103.04 3,331.22
*No default as on the balance sheet date in terms of repayment of loans and interest.
a) Foreign Currency Term Loan (FCTL) of Rs. 1000.00 Lakhs and Term Loan Rs. 1500.00 Lakhs from Kotak Mahindra Bank
Limited (KMBL) was taken during the financial year 2014-15 is repayable in 60 monthly installments. The loan is secured
by way of Exclusive Equitable Mortgage on Immovable Property situated at Plot No. 150, Sector 44, Gurgaon, Haryana and
exclusive hypothecation charge on all existing and future movable assets of the Company finance/to be financed out of the
facility of Term Loan of Rs. 1500 Lakhs sanctioned by the bank and also secured by way of personal guarantee of directors
Viz. Mr. Jaideo Prasad Minda, Mr. Ashwani Minda and Mrs. Vandana Minda.
Foreign Currency Term Loan of Rs. 1500.00 Lakhs from Kotak Mahindra Bank Limited (KMBL) was taken during the
financial year 2015-16 and 2016-17 is repayable in 60 monthly installments. The loan is secured by First Equitable
mortgage charge on immoveable properties being land and building situated at GP-14, Industrial Estate, Sector-18,
Gurgaon, Haryana belonging to the Company. First pari passu charge on all existing and future moveable assets of the
Company (excluding movable fixed assets pertaining to Borrower’s Plant situated at Plot No. 67-69 & 70 (Part),
Narasapura Industrial Area, District-Kolar-563113, Karnataka which is exclusively charged to Tata Capital Financial
Services Limited and vehicle financed by other lenders/banks). Second pari passu hypothecation charge on all existing and
future current assets of the Company. Personal Guarantee/s of Mr. Jaideo Prasad Minda, Mrs. Vandana Minda and Mr.
Ashwani Minda.
Term Loan of Rs. 800.00 Lakhs from Yes Bank Limited was taken during the financial year 2016-17. The loan is repayable in
60 monthly installments. The loan is secured by way of First charge on hypothecation on Movable and Immovable Assets of
the Company Located at Manesar and personal guarantee of Mr. Jaideo Prasad Minda, Mr. Ashwani Minda and Mrs.
Vandana Minda.
Foreign Currency Term Loan from Yes Bank Limited was taken during the financial year 2016-17 is repayable in 18 equal
quarterly installments. The loan is secured by way of First Charge on movable fixed assets (both present and future) and
Immovable Fixed Assets being land and building located at Plot No.4, Sector-3, IMT-Manesar and personal guarantee of
directors Viz. Mr. Jaideo Prasad Minda, Mr. Ashwani Minda and Mrs. Vandana Minda.
Term Loan of Rs. 1700.00 Lakhs from Yes Bank Limited was taken during the finanical year 2017-18. The loan is repayable
in 60 monthly installments. First Pari Passu charge by way of hypothecation of movable and immovable assets of the
Company both present and future located at Plot No. 4, Sector-3, IMT Manesar. Personal guarantee of directors Viz. Mr.
Jaideo Prasad Minda, Mr. Ashwani Minda and Mrs. Vandana Minda.
Term Loan of Rs. 950 Lakhs from Tata Capital Financial services Limited was taken during financial year 2016-17. The loan
is repayable in 60 monthly installments with a moratorium of 6 months. The loan is secured by way of exclusive charge over
entire immovable and movable property situated at Plot nos. 67,68,69 & 70 (part) Narasapura Industrial area, Kolar District
and personal guarantee of Mr. Jaideo Prasad Minda, Mr. Ashwani Minda and Mrs. Vandana Minda.
Term Loan from RBL Bank Limited. The loan is repayable in 60 monthly installments. First Pari Passu charge by way of
hypothecation of movable and immovable assets of the Company at Plot No. 4, Sector-3, IMT Manesar. Personal
guarantee of directors Viz. Mr. Jaideo Prasad Minda, Mr. Ashwani Minda and Mrs. Vandana Minda.
b) Vehicle loans are secured by hypothecation of vehicles financed.
63
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Rs. In Lakhs
19 OTHER FINANCIAL LIABILITES - NON CURRENT
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
64
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Bank Security
Kotak Mahindra Bank Limited First pari passu hypothecation charge on all existing
(overall limit Rs. 510,000,000)
and future current assets of the Borrower. Second
1. Purchase Order/Sales Invoice pari passu hypothecation charge on all existing and
future moveable assets of the Borrower (excluding
movable fixed assets pertaining to Borrower’s Plant
situated at Plot No. 67-69 & 70 (Part), Narasapura
Industrial Area, District-Kolar-563113, Karnataka
which is exclusively charged to Tata Capital
2. Letter of credit /Foreign Currency Buyers Credit Financial Services Limited and vehicle financed by
other lenders/banks.). Second Equitable mortgage
charge on immoveable properties being land and
building situated at GP-14, Industrial Estate, Sector-
18, Gurgaon, Haryana & Plot No. D-1/2 in the
SIPCOT’s Industrial Park at Sriperumbudur
belonging to the Borrower. Personal Guarantee/s of
Mr. Jaideo Prasad Minda, Mr. Ashwani Minda and
Mrs. Vandana Minda.
Yes Bank Limited (overall limit Rs. 150,000,000) First pari-passu charge on the current assets of the
1. Purchase Order/Sales Invoice Company. Second pari-passu charge over all
present and future moveable assets (exclusively
2. Cash Credit/ Overdraft charged to other bankers of the company sharing
with other bankers. The borrowings are further
3. Foreign Currency Buyers Credit secured by the personal guarantee of directors Viz.
Mr. Jaideo Prasad Minda, Mr. Ashwani Minda and
Mrs. Vandana Minda.
24 TRADE PAYABLES
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Total outstanding dues of micro enterprises and small enterprises
65
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
27 PROVISIONS - CURRENT
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
a) Provision for employee benefits (refer note 32)
Provision for gratuity (funded) 51.12 51.12 49.31
Provision for leave encashment 24.41 24.42 24.86
Consequent to introduction of Goods and Services Tax (GST) with effect from July 1, 2017 Central Excise, Value Added Tax
(VAT) etc. have been subsumed into GST. In accordance with Indian Accounting Standard - 18 on Revenue and schedule III
of the companies Act .2013. unlike Excise Duties, levies like GST, VAT etc. are not part of revenue. Accordingly the figures for
the periods up to 31st March 2018 are not relatable to those thereafter.
29 OTHER INCOME
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Interest income on financial assets carried at amortised cost
Deposit with bank and others 7.27 12.83
Profit on sale of property, plant and equipments 107.56 84.01
Rent received from leased building 1,292.61 1,444.25
Rent received from leased property, plant and equipments 16.18 16.18
Other Exchange fluctuation (net) - 22.58
Other miscellaneous income 12.39 33.62
Total 1,436.01 1,613.47
66
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
* Includes raw materials and components used in Research and Development Expenses (refer note 38).
33 FINANCE COSTS
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Interest on term loans 604.31 402.95
Interest on vehicle loan 2.58 6.32
Interest on working capital loan and purchase orders discounting 405.30 274.45
67
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
68
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
(b) Reconciliation of tax expense and accounting profit multiplied by India's tax rate: Rs. in Lakhs
Profit for the year (before income tax expense) 812.19 592.90
Revenue Expenditure
i) Cost of raw materials and components consumed 0.08 0.33
ii) Employee Benefit Expenses : - -
Contributions to provident and other funds (refer note 32) 5.19 5.57
Salaries, wages, bonus and allowances (refer note 32) 303.67 289.60
Workmen and staff welfare expenses 7.84 7.52
iii) Finance Cost (Bank Charges) (Refer to note 33) - 0.04
iv) Other Expenses
Communication 0.12 0.27
Foreign exchange fluctuation loss on other than borrowings (net) - 0.06
Freight & Forwarding 0.06 0.02
Auditors Remuneration - 0.12
Legal & Professional exp 0.05 -
Miscellaneous expenses 13.96 9.37
Power & Fuel 4.51 6.53
Printing & Stationary 0.54 0.68
Insurance - 0.03
Repair & Maintenance : - -
Plant & Machinery 4.72 1.14
Others 3.46 4.30
Travelling & Conveyance 80.72 57.98
Total 424.92 383.56
Capital expenditure
Computer 0.51 -
Plant & Machinery 0.07 3.00
Office Equipments - 0.08
69
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
40 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)
As at As at As at
Particulars March 31, 2018 March 31, 2017 April 1, 2016
a) Contingent Liabilities
i) In respect of income tax matters - - 169.13
Represents Income Tax demands raised pending in appeals. Based
on the interpretation of the provisions of Income tax act with
regard to demand raised, the management is of the opinion that
the ultimate outcome of the proceeding will not have material
adverse effect on the Company financial position and results of
operations.
b) Commitments
i) Estimated amount of contracts remaining to be executed on 43.16 125.93 460.85
capital account and not provided for (Net of advances paid
amounting to Rs. 51.12 Lakhs (March 31, 2017 Rs. 486.88 Lakhs;
April 1, 2016 Rs. 151.95 Lakhs)
ii) Other commitments (refer note below) - - -
The Company has other commitments, for purchase/sales orders which are issued after considering requirements per
operating cycle for purchase /sale of goods and services, employee’s benefits including union agreement in normal
course of business. The Company does not have any long term commitments or material non-cancellable contractual
commitments/contracts, which might have material impact on the financial statements.
41 LEASES
A. Company as a lessee
The Company has taken various residential /commercial premises and plant and machinery under cancellable
operating leases. In accordance with Indian Accounting Standard (Ind AS-17) on ‘Leases’ the lease rent charged to
statement of Profit & Loss for the year is Rs. 374.64 Lakhs (Preivous year Rs. 375.28 Lakhs).
B. Company as a Lessor
The Company has given office space and plant and machinery on cancellable lease terms. Other income includes
income from operating lease 1,297.87 Lakhs previous year Rs.1,449.51 Lakhs.
70
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
42 SEGMENT INFORMATION
The\ Company primarily operates in one segment which comprises of manufacturing and sale of automobile components
identified in accordance with principle enunciated in Indian Accounting Standard AS-108, Segment Reporting. Hence,
separate business segment information is not applicable.
The board of directors of the Company, which has been identified as being the chief operating decision maker (CODM),
evaluates the Company’s performance, allocate resources based on the analysis of the various performance indicator of
the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirement of IND
AS 108 “Operating Segments”.
Geographical Locations: The Geographical segments have been considered for disclosure as the secondary segment,
under which the domestic segment includes sales to customers located in India and overseas segment includes sales to
customer located outside India.
Rs. in Lakhs
Year ended March 31, 2018 Year ended March 31, 2017
Description In India Outside Total In India Outside Total
India India
71
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Enterprises over which key management personnel and their relatives are able to control:
JNS Instruments Limited
Jay Ace Technologies Limited
Jay Fe Cylinders Limited
Brilliant Jewels Private Limited
Jay Ace Technologies Limited
Anu Industries Limited
Jay Nikki Industries Limited
Jushin Enterprises
List of other related parties- Post employment benefit plan of the Company
Company's employee gratuity trust
Category-wise break up of compensation to key management personnel during the year is as follows:
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
Managerial remuneration*
Short-term benefits 169.95 130.43
Post-employment benefits - -
Share-based payments
* Does not include provisions for incremental gratuity and leave encashment liabilities, since the provisions
are based on actuarial valuations for the Company as a whole.
Enterprises over which key management personnel and their relatives are able to exercise control
For the year ended For the year ended
Particulars March 31, 2018 March 31, 2017
72
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Balance outstanding at the year end Rs. in Lakhs
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
- Receivable 50.58 123.25 156.62
- Payables 54.92 3.83 62.43
Payables
JNS Instruments Limited 41.59 - -
Brilliant Jewels Private Limited 3.03 1.47 26.23
Jushin Enterprises 2.36 2.36 2.36
Anu Industries Limited 3.13 - -
Ushin Limited, Japan 4.81 - 33.84
73
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
FINANCIAL INSTRUMENTS- ACCOUNTING CLASSIFICATION AND FAIR VALUE MEASUREMENT
45 FAIR VALUE MEASUREMENT
Financial Liabilities
Borrowings 15,516.84 - - 12,056.58 - - 8,557.98 - -
Trade payables 12,278.13 - - 12,376.13 - - 14,140.37 - -
Other Financial Liabilities 2,995.08 - - 2,886.96 - - 2,863.16 - -
74
Total Financial Liabilities 30,790.05 - - 27,319.67 - - 25,561.51 - -
The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale.
The following provides the fair value measurement hierarchy of Company’s asset and liabilities, grouped into Level 1 to Level 3 as described below:
Level 1: Quoted prices (unadjusted) in the active markets for identical assets or liabilities
Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Rs. in Lakhs
Fair Value Measurement using
Quoted
Particulars Carrying Value price in Significant Significant
April 1, 2016 Active observable unobservable
Market inputs inputs
(Level 1) (Level 2) (Level 3)
(A) Financial assets at fair value through other
comprehensive income
Investments
-Investments in equity instruments 61.81 - - 61.81
Total 61.81 - - 61.81
(B) Financial Assets and Liabilities measured
at amortised cost for which fair values are
disclosed at April 1, 2016
Financial Assets
Security Deposit 89.18 - - 89.18
Other financial assets 167.51 - - 167.51
Total 256.69 - - 256.69
Financial Liabilities
Borrowings 8,557.98 - - 8,557.98
Other financial liabilities 68.29 - - 68.29
Total 8,626.27 - - 8,626.27
Fair Value Measurement using
Quoted
price in Significant Significant
Particulars Carrying Value
Active observable unobservable
March 31, 2017
Market inputs inputs
(Level 1) (Level 2) (Level 3)
(A) Financial assets at fair value through other comprehensive income
Investments
-Investments in equity instruments 69.08 - - 69.08
Total 69.08 - - 69.08
(B) Financial Assets and Liabilities measured at
amortised cost for which fair values are
disclosed at March 31, 2017
Financial Assets
Security Deposit 124.53 - - 124.53
Other financial assets 171.98 - - 171.98
Total
Financial Liabilities 296.51 - - 296.51
Borrowings 12,056.58 - - 12,056.58
Other financial liabilities 75.75 - - 75.75
Total 12,132.33 - - 12,132.33
75
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
76
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
(ii) As at the end of reporting period, the company had the following variable rate borrowings outstanding:
Rs. in Lakhs
As at March 31, 2018 As at March 31, 2017
Weighted
Weighted
Particulars average % of total % of total
Balance average interest Balance
interest rate borrowings borrowings
rate (%)
(%)
Term loans 9.46% 9,555.99 61.58% 8.38% 5,806.79 48.16%
Deferred Payment Liability 12.00% 165.46 1.07% 12.00% 165.46 1.37%
Working Capital Loan 9.62% 5,784.74 37.28% 9.49% 6,047.01 50.16%
Net exposure to cash flow
interest rate risk - 15,506.19 99.93% - 12,019.26 99.69%
(iii) Sensitivity
Profit/loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.
Points Impact on Profit before Tax
Particulars
March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017
INR +50 +50 73.49 54.42
USD +25 +25 4.05 5.67
Against exposure in
Foreign currency exposure as at 31st March, 2018
USD JPY Others Total
Trade Receivables 115.10 - - 115.10
Foreign Currency Term Loan 1,816.65 - - 1,816.65
Trade payables 345.49 969.89 1,315.38
Hedged Portion - - - -
Net Exposure to foreign currency risk (2,047.04) (969.89) - (3,016.93)
Foreign currency exposure as at 31st March, 2017 USD JPY Others Total
Trade Receivables 77.28 - - 77.28
Loans and other advances - 43.62 - 43.62
Foreign Currency Term Loan 2,268.60 - - 2,268.60
Trade payables 193.22 1,117.71 - 1,310.93
Hedged Portion - - - -
Net Exposure to foreign currency risk (2,384.54) (1,074.09) - (3,458.63)
77
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Rs. in Lakhs
2017-18 2016-17
Particulars
5% increase 5% decrease 5% increase 5% decrease
USD (102.25) 102.25 (119.23) 119.23
JPY (48.49) 48.49 (53.70) 53.70
Others - - - -
The assumed movement in exchange rate sensitivity analysis is based on the currently observable
(c) Price Risk
The company's exposure to price risk arises from the investment held by the company. To manage its price risk arising
from investments in marketable securities, the company diversifies its portfolio and is done in accordance with the
company policy. The company's major investments are actively traded in markets and are held for short period of time.
Therefore no sensivity is provided for the same.
II Credit risk
Credit risk arises from the possibility that the counter party will default on its contractual obligations resulting in financial
loss to the company. To manage this, the Company periodically assesses the financial reliability of customers, taking into
account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts
receivable.
The Company considers the probability of default upon initial recognition of assets and whether there has been a
significant increase in credit risk on an ongoing basis through each reporting period. To assess whether there is
significant increase in credit risk, it considers reasonable and supportive forward looking information such as:
(i) Actual or expected significant adverse changes in business.
(ii) Actual or expected significant changes in the operating results of the counter party.
(iii) Financial or economic conditions that are expected to cause a significant change to the counter party ability to meet
its obligation.
(iv) Significant increase in credit risk and other financial instruments of the same counter party.
(v) Significant changes in the value of collateral supporting the obligation or in the quality of third party guarantees or
credit enhancements.
The company's major exposure is from trade receivables, which are unsecured and derived from external customers.
Credit risk on cash and cash equivalents is limited as we generally invest in deposits with banks and financial institutions
with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include
investment in liquid mutual fund units, quoted securities and certificates of deposit which are funds deposited at a bank for
a specified time period. Other loans are majorly provided to the subsidiaries and employee which have very minimal risk
of loss.
Expected credit loss for trade receivable on simplified approach :
The ageing analysis of the trade receivables (gross of provision) has been considered from the date the invoice falls due:
Less than 6 More than 3
Ageing 6-12 months 1-3 years Total
months years
As at April 1, 2016
Gross Carrying Amount 8,331.39 22.58 - - 8,353.97
Expected Credit Loss - - - - -
Carrying Amount (net of 8,331.39 22.58 8,353.97
impairment)
As at March 31, 2017
Gross Carrying Amount 10,433.49 40.58 17.68 1.74 10,493.49
Expected Credit Loss - - - - -
Carrying Amount (net of 10,433.49 40.58 17.68 1.74 10,493.49
impairment)
As at March 31, 2018
Gross Carrying Amount 12,748.46 23.40 1.79 - 12,773.65
Expected Credit Loss - - - - -
Carrying Amount (net of 12,748.46 23.40 1.79 - 12,773.65
impairment)
78
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
The Company uses a provision matrix to determine impairment loss on portfolio of its trade receivable. The provision
matrix is based on its historically observed default data over the expected life of the trade receivable and is adjusted for
forward- looking estimates. At every reporting date, the historical observed default rates are updated and changes in
forward-looking estimates are analysed. However there is no trade receivable which is required to be cover under ECL
Model.
III Liquidity Risk
Liquidity risk is defined as the risk that company will not be able to settle or meet its obligation on time or at a reasonable
price. The Company’s objective is to at all times maintain optimum levels of liquidity to meet its cash and collateral
requirements. The Company's treasury department is responsible for liquidity, funding as well as settlement
management. In addition, processes and policies related to such risk are overseen by senior management.
Management monitors the company's net liquidity position through rolling, forecast on the basis of expected cash flows.
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting
date based on contractual undescended payments:
Rs. in Lakhs
Carrying Less than 12 More than 12
As at March 31, 2018 On Demand Total
Amount months months
Borrowings 15,516.84 5784.74 2,691.47 7,040.63 15,516.84
Trade payables 12,278.13 - 12,278.13 - 12,278.13
Other Liabilities 2,995.08 - 2,911.06 84.02 2,995.08
Total 30,790.05 5,784.74 17,880.66 7,124.65 30,790.05
Financing arrangements
The company had access to the following undrawn borrowing facilities at the end of reporting period:
As at As at
As at
Particulars March 31, March 31,
April 1, 2016
2018 2017
Long term borrowings 1210.00 - 915.00
79
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
47 CAPITAL MANAGEMENT
a) The Company monitors capital using gearing ratio, which is net debt divided by total capital plus debt.
Rs. in Lakhs
As at As at As at
Particulars
March 31, 2018 March 31, 2017 April 1, 2016
Debt 15,516.84 12,056.58 8,557.98
155.39 165.50 565.27
Less: Cash & cash equivalent
Notes-
(i) Debt is defined as long-term and short-term borrowings including current maturities (excluding derivatives) as
described in notes 18 and 23.
(ii) Total equity (as shown in balance sheet) includes issued capital and all other equity.
(b) Loan Covenants
In order to achieve this overall objective, the company’s capital management, amongst other things, aims to ensure that
it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure
requirements. Breaches in meeting the financial covenants would permit the bank to call loans and borrowings or charge
some penal interest. There have been no breaches in the financial covenants of any interest-bearing loans and
borrowing in the current year and the previous years.
No changes were made in the objectives, policies or processes for managing capital during the current years and previous
years.
(C) Dividends
Recognized in the year ending
Particulars
March 31, 2018 March 31, 2017
(i) Dividends Recognized
Dividend for the year ended March 31, 2017 of Rs. 2.00 per 93.02 116.28
equity share (March 31, 2016 Rs. 2.50 per equity share)
In addition to the above dividends, for the year ended March 31, 139.77 93.02
2018 the directors have recommended the payment of a final
dividend of Rs. 3.00 per equity share ( March 31 2017- Rs. 2.00 per
equity share).
80
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
48 TRANSITION TO IND AS
These financial statements for the year ended March 31, 2018 are the first IND AS financials prepared in
accoradnce with IND AS notified under Companies (Indian Accounting Standards) Rules, 2015. The adoption of
IND AS was carried out in accordance with IND AS 101, using April 1, 2015 as the transition date. IND AS 101
requires that all IND AS standards and interpretations that are effective for the IND AS financial statements for
year ended March 31, 2018, be applied consistently and retrospectively for all fiscal years presented. All
applicable IND AS have been applied consistently and retrospectively wherever required.
For the periods upto and including the year ended March 31, 2017, the Company prepared its financial
statements in accordance with the accounting standards notified under section 133 of the Companies Act 2013,
read together with Paragraph 7 of the Companies(Accounts) Rules,2014(Indian GAAP).
Accordingly, the company has prepared its financial statement to comply with the IND AS for the year ending
March 31, 2018, together with the comparative date as at and for the year ended March 31, 2017, as described in
the summary of significant accounting policies. In preparing these financial statements, Company's opening
balance sheet was prepared as at April 1, 2016 the date of transition to IND AS. This note explains the principal
adjustments made by the company in restating its Indian GAAP financial statements, including the balance sheet
as at April 1, 2016 and the financial statements as at and for the year ended March 31, 2017.
48(A) EXEMPTIONS AND EXCEPTIONS OPTED BY THE COMPANY ON THE DATE OF TRANSITION:-
IND AS 101 allows first-time adopters certain exemptions and exceptions from the retrospective application of
certain requirements under IND AS. The Compnay has applied the following exemptions and exceptions:
a) Exemptions and Exceptions from retrospective application
1. The Company has elected not to apply IND AS 103- Business Combinations, retrospectively to past business
combinations that occurred before April 1, 2016. Consequent to use of this exemption from retrospective
application:
i) The carrying amount of assets and liabilities acquired pursuant to pas business combinations and
recognised in the financial statements prepared under Previous GAAP, are considered to be the deemed
cost under IND AS, on the date of acquisition. After the date of acquisition, measurement of such assets and
liabilities is in accordance with respective IND AS. Also, there is no change in classification of such assets
and liabilities;
ii) The company had not recognised assets and Liabilities that neither were recognised in the financial
statements prepared under Previous GAAP nor qualify for recognition under IND AS in the Balance Sheet of
the acquiree;
iii) The company had excluded from its opening balance sheet (As at April 1, 2015), those assets and liabilities
which were recognised in accordance with Previous GAAP but do not qualify for recognition as an asset or
liability under IND AS; and
2. For financial instruments, wherein fair market values are not available (viz. interest free and below market rate
security deposits or loans) the Company has elected to adopt fair value recognition prospectively to transactions
entered after the date of transition.
3. The Company has elected to consider the carrying value of all its items of property, plant and equipment and
intangible assets recognised in the financial statements prepared under Previous GAAP and use the same as
deemed cost in the opening Ind AS Balance Sheet.
4 Appendix C to IND AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In
accordance with IND AS 17, this assessment should be carried out at the inception of the contract or
arrangement. However, the Company has used IND AS 101 exemption and assessed all arrangements for
embedded leases based on conditions in place as at the date of transition
b) Estimates
The estimates as at April 1, 2016 and as at March 31, 2017 are consistent with those made for the same dates in
accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies).
81
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
48(B) Reconciliation between balance sheet, statement of profit and loss and cash flow statement prepared
under previous IGAAP and those presented under Ind AS
(a) Effect of Ind AS adoption on the Balance Sheet as at April 1, 2016 Rs. in Lakhs
Note to first Amount as Effects of transition Amount as
Particulars
time adoption per IGAAP to IND AS per IND AS
ASSETS
(1) Non - current assets
(a) Property, plant and equipment 5 14,671.47 (63.47) 14,608.00
(b) Capital work - in - progress 242.58 - 242.58
(c) Intangible asssets 926.59 - 926.59
(d) Intangible assets under development - - -
(e) Financial assets -
(i) Investments 1 6.00 55.81 61.81
(ii) Loans 4 113.22 (24.04) 89.18
(iii) Others Non Current Financial Assets 167.51 - 167.51
(f) Other non - current assets 4,5 569.44 85.29 654.73
Sub total (Non Current Assets) 16,696.81 53.59 16,750.40
(2) Current assets
(a) Inventories 5,938.57 - 5,938.57
(b) Financial assets
(i) Trade receivables 8,353.97 - 8,353.97
(ii) Cash and cash equivalents 565.27 - 565.27
(iii) Bank balances other than (ii) above 22.81 - 22.81
(iv) Loans 11.33 - 11.33
(c) Other current assets 969.38 - 969.38
Sub total ( Current Assets) 15,861.33 - 15,861.33
Total assets 32,558.14 53.59 32,611.73
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 386.45 - 386.45
(b) Other equity 4,638.81 183.46 4,822.27
Sub total (Equity) 5,025.26 183.46 5,208.72
LIABILITIES
(1) Non - current liabilities
(a) Financial liabilities
i) Borrowings 2 3,367.11 (35.91) 3,331.22
ii) Other financial liabilities 4 162.00 (93.71) 68.29
(b) Provisions 508.26 - 508.26
(c) Deferred tax liabilities (net) 6 232.47 25.03 257.50
(d) Other non - current liabilities 4 395.35 91.00 486.35
Sub total (Non Current liabilities) 4,665.19 (13.58) 4,651.62
(2) Current liabilities
(a) Financial liabilities
i) Borrowings 3,705.50 - 3,705.50
ii) Trade payables 14,140.37 - 14,140.37
iii) Other financial liabilities 4,316.13 - 4,316.13
(b) Other current liabilities 365.97 - 365.97
(c) Provisions 339.71 (116.29) 223.42
Sub total (Current Liabilities) 22,867.68 (116.29) 22,751.39
Total Equity and Liabilities 32,558.14 53.59 32,611.73
The previous GAAP figures have been reclassified to confirm the IND AS presentation for the purpose of this note.
82
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
(b) Effect of Ind AS adoption on the Balance Sheet as at March 31, 2017 Rs. in Lakhs
Effects of
Note to first Amount as per Amount as per
Particulars transition to
time adoption IGAAP IND AS
IND AS
ASSETS
(1) Non - current assets
(a) Property, plant and equipment 5 14,110.23 (62.75) 14,047.48
(b) Capital work - in - progress 612.84 - 612.84
(c) Intangible asssets 954.42 - 954.42
(d) Intangible assets under development 1.59 - 1.59
(e) Financial assets -
(i) Investments 1 6.00 63.08 69.08
(ii) Loans 4 147.57 (23.04) 124.53
(iii) Others Non Current Financial Assets 4,5 171.98 - 171.98
(f) Other non - current assets 668.03 83.25 751.28
Sub total (Non Current Assets) 16,672.66 60.55 16,733.20
(2) Current assets
(a) Inventories 6,023.96 - 6,023.96
(b) Financial assets
(i) Trade receivables 10,493.49 - 10,493.49
(ii) Cash and cash equivalents 165.50 - 165.50
(iii) Bank balances other than (ii) above 16.21 - 16.21
(iv) Loans 21.97 - 21.97
(c) Other current assets 1,031.17 - 1,031.17
Sub total ( Current Assets) 17,752.30 - 17,752.30
Total assets 34,424.96 60.55 34,485.50
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 386.45 - 386.45
(b) Other equity 4,957.71 157.59 5,115.29
Sub total (Equity) 5,344.16 157.59 5,501.74
LIABILITIES
(1) Non - current liabilities
(a) Financial liabilities
i) Borrowings 2 4,123.30 (20.26) 4,103.04
ii) Other financial liabilities 4 162.00 (86.25) 75.75
(b) Provisions 561.24 - 561.24
(c) Deferred tax liabilities (net) 6 299.38 22.42 321.80
(d) Other non - current liabilities 4 27.00 80.07 107.07
Sub total (Non Current liabilities) 5,172.92 (4.02) 5,168.90
(2) Current liabilities
(a) Financial liabilities
i) Borrowings 6,047.01 - 6,047.01
ii) Trade payables 12,376.13 - 12,376.13
iii) Other financial liabilities 4,717.74 - 4,717.74
(b) Other current liabilities 450.46 - 450.46
(c Provisions 316.54 (93.02) 223.52
Sub total (Current liabilities) 23,907.88 (93.02) 23,814.86
Total Equity& Liabilities 34,424.96 60.55 34,485.50
The previous GAAP figures have been reclassified to confirm the IND AS presentation for the purpose of this note.
83
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
(c ) Reconciliation to statement of profit and loss as previously reported as on March 31, 2017 under IGAAP to IND AS
Rs. in Lakhs
IGAAP IND AS
Year ended March IND AS Year ended
Particulars
31,2017 Adjustments March 31,2017
IV Expenses
Cost of materials consumed 66,248.58 (0.01) 66,248.57
Changes in inventories of finished goods, work -in -progress
and scrap (277.15) - (277.15)
Excise Duty 11,170.67 - 11,170.67
Employee benefits expense 6,372.38 (3.06) 6,369.32
Finance costs(Net) 971.62 23.09 994.71
Depreciation and amortization expense 1,500.11 (0.72) 1,499.39
Other expenses 4,947.02 2.08 4,949.10
Total expenses 90,933.23 21.38 90,954.61
V Profit / (loss) before exceptional items and tax (III - IV) 602.35 (9.46) 592.89
VI Exceptional items
VII Profit / (loss) before tax (V - VI) 602.35 (9.46) 592.89
VIII Tax expense
Current tax 123.51 - 123.51
MAT credit (95.60) - (95.60)
Deferred tax 162.51 (3.24) 159.28
Total tax expense/(credit) 190.42 (3.24) 187.19
IX Profit / (loss) for the period (VII - VIII) 411.93 (6.20) 405.71
XI Total comprehensive income for the period (IX + X) 411.93 (2.65) 409.28
The previous GAAP figures have been reclassified to confirm the Ind AS presentation for the purpose of this note.
84
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
(d) Reconciliation of total equity as at March 31, 2017 & April 1, 2016
Rs. in Lakhs
Notes to
As at As at
Particulars first time
March 31, 2017 April 1, 2016
adoption
(e) Reconciliation of total comprehensive income for the year ended March 31, 2017
Notes to
Year ended
Particulars first time
March 31, 2017
adoption
Adjustments :
Amortisation of transaction cost at effective interest rate 2 (23.09)
Advance Rental Income 4 11.91
Amortisation of financial instruments (prepaid rent) 4 (2.04)
Reversal of amortisation of leasehold land 5 0.72
Reclassification of actuarial gain/loss on employee defined benefit plan
recognised in other comprehensive income 7 3.06
TAX effects of adjustments 6 3.24
85
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
Notes to the first time of adoption to IND AS
Annual Report 2017-18 JAY USHIN LIMITED
75
86
Annual Report 2017-18 JAY USHIN LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
As per our report of even date. For and on behalf of the Board of Directors of
for S.S. Kothari Mehta & Co. Jay Ushin Limited
Chartered Accountants
Firm Registration No.000756N
87
Book Post