TO THE MEMBERS,
Your Directors have pleasure in presenting their 39 Annual Report
together with audited accounts of the Company for the year ended 31 March 2023.
1) Financial Results
STANDALONE AND CONSOLIDATED PERFORMANCE OF THE COMPANY
(Amount in INR /Lakhs)
| Particulars |
Standalone |
Consolidated |
|
Current Year 31.03.2023 |
Previous Year 31.03.2022 |
Current Year 31.03.2023 |
Previous Year 31.03.2022 |
| Total Income |
2,08,578 |
1,62,084 |
2,05,249 |
1,59,903 |
| Profit before interest, depreciation & tax |
17,518 |
11,479 |
19,212 |
13,079 |
| - Interest |
472 |
367 |
474 |
373 |
| - Depreciation & write offs |
6,762 |
6,591 |
7,320 |
7,088 |
| Profit before share of profit of Associates |
10,284 |
4,520 |
11,418 |
5,618 |
| Profit before tax |
10,284 |
4,520 |
11,418 |
5,618 |
| Less : Provision for tax |
2,621 |
1,694 |
3,063 |
2,013 |
| Provision for deferred tax liability / (assets) |
(316 ) |
(487) |
(357 ) |
(507) |
| Profit after tax |
7,979 |
3,314 |
8,712 |
4,112 |
| Less : Share of profit transferred to minority |
- |
- |
575 |
421 |
| Profit for the year |
7,979 |
3,314 |
8,137 |
3,691 |
| Retained Earnings |
|
|
|
|
| Balance at the beginning of the year |
39,528 |
36,583 |
42,043 |
38,713 |
| Profit for the year |
7,979 |
3,314 |
8,137 |
3,691 |
| Payment of Dividend on equity shares |
(978) |
(367) |
(978) |
(367 ) |
| OCI Transfer to Retained Earnings |
(63) |
(2) |
(65) |
6 |
| Balance at the end of the year |
46,466 |
39,528 |
49,137 |
42,043 |
The consolidated financial statement is also being presented in
addition to the standalone financial statement of the Company.
2) State of Affairs of the Company
The Company achieved revenue from operations of INR 2,07,324 lakhs
during the year; with an increase of 29% compared to revenue achieved in the previous
year.
The Company reported profit after tax of INR 7,979 lakhs, an increase
of 141% compared to the previous year.
3) Capital Expenditure on tangible assets-standalone
This year, on standalone basis, we incurred a capital expenditure of
INR 7,340 lakhs. This comprises:
• Building INR 409 lakhs.
• Plant and Machinery, jig & fixture etc. INR 6,096 lakhs.
• Office equipment and others INR 835 lakhs.
4) Dividend
Keeping in view the current year performance, your directors are
pleased to recommend a dividend of INR 0.50 per equity share of the face value of INR 1/-
each (@ 50%) out of profit for Financial Year 2022-23 resulting into distribution of sum
of INR 1,222.40 lakhs towards dividend, payable to
those shareholders whose name appear in the Register of Members as on
the date of book closure.
During the previous Financial Year dividend was paid at the rate of 40%
on the equity share capital of the Company.
No interim dividend was declared by the Board of Directors during
Financial Year 2022-23.
5) Reserves
(Amount in INR/ Lakhs)
| Particulars |
31 March 20231 |
31 March 2022 |
| Balance as per last financial statements |
39,528 |
36,583 |
| Add: Profit for the year |
7,979 |
3,314 |
| Less: Appropriations |
|
|
| Dividend paid |
(978) |
(367) |
| Less : OCI Transfer to Retained Earnings |
(63) |
(2) |
| Net surplus in the statement of Profit and |
46,466 |
39,528 |
| loss account |
|
|
6) Change of nature of Business
During the year there has been no change in the nature of Business of
the Company.
7) Share Capital
As on 31 March 2023:
(a) the Authorized Share Capital of the Company is INR 87,10,00,000/-
consisting of 87,10,00,000 nos. of Equity Shares of INR 1/- each; and
(b) the Issued, Subscribed and Paid-up Share Capital of the Company is
INR 24,44,80,469/- consisting of 24,44,80,469 nos. of Equity Shares of INR 1/- each.
During the Financial Year 2022-23, there was no change in the Share
Capital of the Company.
As on 31 March 2023, none of the Directors of the Company hold
instruments convertible into equity shares of the Company.
For details of dividend and shares transferred to Investor Education
and Protection Fund (IEPF), please refer Corporate Governance Report.
8) Significant and material Orders passed by the Regulators or Courts
There are no significant or material Orders passed by the Regulators or
Courts that would impact the going concern status of the Company and its future
operations.
9) Material changes and commitments, if any, affecting the financial
position of the Company
There are no material changes and commitments, affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which financial statements relate and the date of the report.
10) Details in respect of adequacy of internal controls
The Company has an effective and reliable internal control system
commensurate with its size and operations. The internal controls are aligned to global
standards and processes while also adhering to local statutory requirements. The internal
control systems are supported through, management reviews, verification by internal
auditors, as well as verification by the Statutory Auditors. Further, the Audit Committee
of the Board reviews the internal audit plan, adequacy of internal control systems,
significant audit observations and monitors the sustainability of remedial measures.
In addition to policies, procedures, and guidelines, the internal
controls system is facilitated by an automated "Compliance Manager Toot", which
enables self-assessment by process owners on status of att applicable regulatory
compliances and Internal Controls including, controls relating to adherence to company's
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records, and timely preparation of reliable
financial information. The status of each setf-assessment is approved by an immediate
superior. The status of setf-assessment is periodically detiberated and reviewed by the
Senior Management. Further, the accuracy of sampte setf-assessments is verified through
periodic internat audits.
The aforesaid internat controt systems provide high degree of assurance
with respect to effectiveness and efficiency of operations, adequacy and adherence of
internat financiat controts and comptiances with taws and regutations.
11) Details and Performance of Subsidiary Company
Company has one subsidiary namely JTEKT Fuji Kiko Automotive India
Limited ('JFIN').
The Company is hotding 51% of the Equity Capitat (i.e. 50,99,993
numbers of equity shares) in JFIN, which was estabtished in technicat and financiat
cottaboration with JTEKT Cotumn Systems Corporation, Japan (formerty known as FUJI KIKO
Co. Ltd.), with a business objective of manufacturing Cotumns / Cotumn parts to be
primarity used in the manufacturing of C-EPS by the Company. The Ptant of JFIN is tocated
in Bawat, Haryana. During the year ended 31 March 2023, JFIN has achieved totat revenue of
INR 13,080.20 Lakhs and earned net profit of INR 1,172.59 Lakhs.
The Board of Directors of JFIN in their meeting hetd on 19 May 2023
have recommended the finat dividend 0 116.8% for the financiat year ended 31 March 2023.
Further, Board of the Company as wett as JFIN in their respective
meetings hetd on Juty 6, 2022 have considered and approved the Scheme of Amatgamation
proposing amatgamation of JFIN with the Company. The has atready received the Observation
Letters from the Stock Exchanges and on the basis of the same, the Petition was fited
before the Hon'bte Nationat Company Law Tribunat, Dethi Bench. According to the Orders
dated 20 March 2023 read with 29 March 2023 and 28 Aprit 2023, the meetings of the Equity
Sharehotders, Secured Creditors and Unsecured Creditors were hetd on 20 May 2023. Upon the
Scheme of Amatgamation coming into effect JFIN witt merge with the Company atong with att
its assets and operations from effective date of 1 Aprit 2022. This amatgamation witt
bring production and operationat synergies and bring att steering manufacturing operations
under the Company.
Further, the Company does not have any materiat subsidiary.
12) Subsidiary Company Accounts
During the year, the Board of Directors of the Company reviewed the
affairs of the subsidiary company. In accordance with Section 129(3) of the Companies Act,
2013, the consotidated financiat statements of the Company forms part of the Annuat
Report. Further, a statement containing the satient features of the financiat statement of
the subsidiary company in the prescribed Form AOC-1 is attached atong with financiat
statement. The statement atso provides the detaits of performance, financiat position of
the subsidiary company.
In accordance with Section 136 of the Companies Act, 2013, the audited
financiat statements, inctuding the consotidated financiat statements and retated
information of the Company and audited accounts of its subsidiary company, are avaitabte
on Company's website www.jtekt.co.in. These documents witt atso be avaitabte for
inspection during business hours at Company's registered office. The Company shatt provide
the copy of financial statements of its subsidiary company to the shareholders upon their
request.
In accordance with the Accounting Standard AS-110' on Consolidated
Financial Statements read with Accounting Standard 'AS-28' on Investment in Associates and
Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual
Report.
13) Extract of Annual Return
In accordance with the Companies Act, 2013, Annual Return in the
prescribed format is available at Company's website www.jtekt.co.in/Annual-Return.aspx .
14) Corporate Social Responsibility
Your company considers CSR activities as an opportunity to make a long
term positive impact on the society and forms this as an integral part of the philosophy
and business activities of the Company. During the Financial Year 202223, the Company has
contributed in the areas of healthcare including preventive healthcare, quality education
and rural development.
The Company has always focussed to directly implement these projects in
local areas after detailed assessment of the requirements of the community with the
objective to derive maximum benefit from these activities. The Company has successfully
implemented all the projects approved by the Corporate Social Responsibility Committee and
the Board, within the current financial year and has spent an excess amount of INR 0.61
lakhs in addition to statutory requirement.
In compliance with Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established
Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to
the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure
- I.
15) Number of meetings of the Board of Directors
The Board of Directors met 6 (six) times in the year ended 31 March
2023. The details of the Board Meetings and the attendance of the Directors are provided
in the Corporate Governance Report.
16) Nomination & Remuneration Committee and its policy
The Board of Directors had constituted a Nomination & Remuneration
Committee to review formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the Board a policy, relating to
the remuneration of the directors, key managerial personnel and other employees and such
other ancillary functions as may be required.
The Company follows a policy on remuneration of Directors and Senior
Management Employees. The policy is approved by the Nomination & Remuneration
Committee and the Board and is available on Company's website www.jtekt. co.in.
For details of remuneration paid to Directors, please refer Corporate
Governance Report.
17) Particulars of contracts or arrangements with related parties
The Company has entered into contracts / arrangements with the related
parties in the ordinary course of business and on arm's length basis. Thus, provisions of
Section 188(1) of the Companies Act, 2013 are not applicable.
All Related Party Transactions entered during the year were in the
ordinary course of business and on arm's length basis. During the year under review, your
Company had also entered into certain material related party transactions but these
transactions too were in the ordinary course of business and were at arm's length basis.
Details of these transactions, as required to be provided under section 134(3)(h) of the
Companies Act, 2013 are disclosed in Form AOC-2, appended as Annexure - II and
forms part of this Annual Report.
However, in terms of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), all transactions with related
parties, which are of material in nature, are subject to the approval of the Members of
the Company. The requisite resolutions in order to comply with the aforesaid requirements
of Listing Regulations, were passed by the members of the Company by way of Postal Ballot
on 18 October 2022. In view of the expected growth in the business of the Company, it is
proposed to obtain a fresh approval of the shareholders for the material related party
transactions as stated in the relevant resolutions, form part of the Notice of the 39
Annual General Meeting of the Company.
18) Auditors
(A) Statutory Auditors
Under Section 139 of the Companies Act, 2013 and the Rules made
thereunder, BSR & Co. LLP, Chartered Accountants (Firm registration number 101248W/W-
100022) ('BSR') was appointed as the Statutory Auditors of the Company to hold office for
a period of five consecutive years from the conclusion of the 38 Annual General Meeting of
the Company held on 26 August 2022 till the conclusion of the 43 Annual General Meeting.
(B) Secretarial Audit Report
Pursuant to Section 204 of the Companies Act, 2013, the Company had
appointed Mr. K.K. Singh, proprietor of KKS and Associates, Company Secretaries in
practice, as its Secretarial Auditors to conduct the secretarial audit of the Company for
the FY 2022-23. The Company provided all assistance and facilities to the Secretarial
Auditors for conducting their audit. The Report of Secretarial Auditors for the FY 2022-23
is annexed to this report as Annexure - III. The report does not contain any
qualification.
(C) Audit Reports
1. The Auditor's Report for financial year 2022-23 does not contain any
qualification, reservation or adverse remark. The Auditor's Report is enclosed with the
financial statements in this Annual Report.
2. The Secretarial Auditor's Report for financial year 2022-23 does not
contain any qualification, reservation or adverse remark.
3. As required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations'), the
Practicing Company Secretary's Certificate on corporate governance is enclosed to the
Board's Report. The Practicing Company Secretary's Certificate for financial year 2022-23
does not contain any qualification, reservation or adverse remark.
19) Reporting of frauds by auditors
During the year under review, none of the auditors has reported to the
Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud
committed against the Company by its officers or employees.
20) Risk Management
The Board of Directors of the Company had constituted a Risk Management
Committee to oversee the risk management process in the Company.
The Company has laid down a well-defined risk management mechanism
covering the risk mapping and trend analysis, risk exposure, potential impact and risk
mitigation process. A detailed exercise is being carried out to identify, evaluate, manage
and mitigate both business and non-business risks. The Risk Management Committee
periodically reviews the risks and suggests the steps to be taken to identify and mitigate
the same through a properly defined framework.
For details pertaining to Risk Management Committee, please refer to
the Corporate Governance Report.
21) Corporate Governance
The Company has complied with the corporate governance requirements
under the Companies Act, 2013 and as stipulated under the Listing Regulations. A separate
section on corporate governance under the Listing Regulations, along with a certificate
from the Practicing Company Secretary confirming the compliance, is annexed and forms part
of this Annual Report.
22) Business Responsibility & Sustainability Report
In terms of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with
relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed
under "Business Responsibility and Sustainability Report" ('BRSR'). The BRSR
seeks disclosure on the performance of the Company against nine principles of the
"National Guidelines on Responsible Business Conduct' ('NGRBCs'). As per the SEBI
Circulars, effective from the financial year
2022-23, filing of BRSR is mandatory for the top 1000 listed companies
by market capitalization. Accordingly, Business Responsibility & Sustainability Report
for the financial year ended 31 March 2023, is annexed as Annexure - IV and forms
an integral part of the Annual Report.
23) Vigil/Whistle Blower Mechanism
The Company has established a vigil/whistle blower mechanism for
Directors and employees to report their genuine concerns. For details, please refer to the
Corporate Governance Report attached to this Annual Report.
24) Listing
The Securities of your Company are listed at National Stock Exchange of
India Limited and BSE Limited and the Company has paid the Listing Fee due to them.
25) Deposits
During the year the Company has no deposits covered under Chapter V of
the Companies Act, 2013.
26) Loans, Guarantees and Investments
During the year under review, no loans, guarantees and investments were
made by the Company under Section 186 of the Companies Act, 2013, hence the said provision
is not applicable. For details pertaining to other loan given, guarantees provided,
security provided and investment made please refer to the Financial Statement for
financial year 2022-23.
27) Directors & Key Managerial Personnel
As on 31 March 2023, your Company has ten (10) Directors consisting of
five (5) Independent Directors (including one Woman Director), three (3) Executive
Directors and two (2) Non-Executive Directors.
During the year :
• Mr. Akihiko Kawano, rescinded from the position of Dy. Managing
Director as well as Director of the Company with effect from the close of working hours of
30 April 2022;
• The nomination of Mr. Toshiya Miki was withdrawn by Maruti
Suzuki India Limited from the Board of the Company, effective from the close of business
hours of 31 May 2022; and
• Mr Sudhir Chopra, completed his tenure as Executive Vice
Chairman as well as Director of the Company effective from the close of business hours of
31 May 2022.
Further, during the year :
• Mr. Satoshi Komeda was appointed as an Additional Director, in
the capacity of Director (Operations), with remuneration, effective from 1 June 2022,
whose appointment was confirmed by the shareholders of the Company at 38 Annual General
Meeting held on 26 August 2022;
• Mr. Taku Sumino was appointed as an Additional Director in the
capacity of Non-Executive Director, as Nominee of Maruti Suzuki India Limited, effective
from 1 June 2022, whose appointment was confirmed by the shareholders of the Company at 38
Annual General Meeting held on 26 August 2022; and
• Mr. Rajiv Chanana, was appointed as an Additional Director in
the capacity of Director & CFO, with remuneration, effective from 1 June 2022, whose
appointment was confirmed by the shareholders of the Company at 38 Annual General Meeting
held on 26 August 2022.
In terms of the definition of 'Independence' of Directors as prescribed
under the Listing Regulations and Section 149(6) of the Companies Act, 2013 the Company
has received declarations from the following Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed both under the
Companies Act, 2013 and Listing Regulations:
1) Mr. Inder Mohan Singh
2) Lt. Gen. Praveen Bakshi (Retd.)
3) Mr. Hidehito Araki
4) Mrs. Hiroko Nose
5) Mr. Masahiko Morimoto
Your Directors take this opportunity to place on record the
appreciation of services rendered by Mr. Akihiko Kawano as Dy. Managing Director, Mr.
Sudhir Chopra as Executive Vice Chairman and Mr. Toshiya Miki as Non-Executive Director of
the Company.
Pursuant to the provisions of Section 152(6) read with the Articles of
Association of the Company, Mr. Taku Sumino (DIN: 09608944) will retire by rotation at the
forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.
For further details, pertaining to Board Meetings, please refer to the
Corporate Governance Report.
As on March 31, 2023, following are the Key Managerial Persons (KMP's)
of the Company:
1. Mr. Hitoshi Mogi, Chairman & Managing Director (Executive
Director)
2. Mr. Rajiv Chanana, Director & CFO
3. Mr. Ashish Srivastava, Company Secretary (Resigned w.e.f. 5 April
2023)
On 22 May 2023, the Board appointed Mr. Saurabh Agrawal as Company
Secretary and Compliance Officer of the Company.
28) Board Evaluation
The Company has devised a Policy for performance evaluation of
Independent Directors, the Board, its Committees and other individual Directors which
include criteria for performance evaluation of the non-executive directors and executive
directors.
The performance evaluation of the Board, its Committees and individual
directors was conducted and the same was based on questionnaire and feedback from all the
Directors on the Board as a whole, Committees and self-evaluation.
Based on the questionnaire and feedback, the performance of every
director was evaluated in the meeting of the Nomination and Remuneration Committee.
Further, in accordance to the Board Performance Evaluation Policy, the
Board carried out annual performance evaluation of Independent Directors. The Independent
Directors carried out annual performance evaluation of Non independent Directors and Board
as a whole.
29) Committee of Directors
For composition and other details pertaining to the Committee of
Directors, please refer to the Corporate Governance Report.
30) Directors' Responsibility Statement
Pursuant to clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, the directors confirm that:
a) in the preparation of the annual accounts for the financial year
2022-23, the applicable accounting standards have been followed along with proper
explanation relating to material departures;
b) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year 2022-23 and of the profit of the Company for that period;
c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the directors have prepared the annual accounts on a going concern
basis;
e) the directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
31) Secretarial standards
The Company complies with all applicable secretarial standards.
32) Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
A statement containing the necessary information on conservation of
energy, technology absorption, foreign exchange earnings and outgo, as required to be
given pursuant to provisions of Section 134 of the Companies Act, 2013, read with the
rules made thereunder is annexed as Annexure - V and forms part of this report.
33) Management's discussion and analysis
In terms of the provisions of Regulation 34 of the Listing Regulations,
the Management's discussion and analysis is set out in this Annual Report.
34) Employees
Disclosure pertaining to remuneration and other details 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, are provided in Annexure
- VI(a) to this Report.
A statement showing the details of employees of the Company who are
drawing salary as per the limits prescribed under Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Financial
Year 2022-23 or part thereof, is attached herewith as Annexure - VI(b) to this
Report.
35) Disclosures pertaining to the Sexual Harassment of women at the
work place (prevention, prohibition and redressal) Act, 2013
For details pertaining to the Sexual Harassment of women at the work
place (prevention, prohibition and redressal) Act, 2013, please refer Corporate Governance
Report.
36) General
During the year, there being no transactions with respect to following
items during the year under review, no disclosure or reporting is required in respect of
the same:
a. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
b. Issue of shares (including sweat equity shares) to employees of your
Company under any scheme.
c. Neither the Managing Director nor the Wholetime Director of your
Company receive any remuneration or commission from any of its subsidiaries.
d. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
e. Buy-back of shares.
f. No application was made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016.
g. No settlements have been done with banks or financial institutions.
37) Acknowledgements
Your Directors acknowledge with gratitude the co-operation and support
extended by the Company's customers namely Maruti Suzuki, Suzuki Motor Gujarat, Toyota
Kirtoskar, Mahindra & Mahindra, Tata Motors, Honda Cars India, Stellantis (FIAT+PCA),
Club Car, E-z-go, Renault-Nissan, Isuzu, SML-Isuzu and Force Motors, the Financial
Institutions, Banks, and various agencies of the Government.
Your Directors also wish to place on record their sincere appreciation
of the services rendered by all the employees of the Company and are thankful to the
Shareholders for their continued patronage.
|
For and on behalf of the Board |
|
Hitoshi Mogi |
| Place : Gurugram |
Chairman & Managing Director |
| Dated : 22 May 2023 |
[DIN 08741355] |
|