To,

The Members of JSL Industries Limited



Your Directors present this 57th (FIFTY-SEVENTH) ANNUAL REPORT and
Audited Accounts for the year ended on March 31,2023.


1. FINANCIAL RESULTS

(' In Lakhs)



  

    
Particulars
    
2022-23
    
2021-22
  
  

    
Revenue from Operations
    
4,925.03
    
5,524.51
  
  

    
Operating EBITDA
    
511.57
    
429.71
  
  

    
Add : Other Income
    
205.30
    
103.12
  
  

    
Profit/(Loss) before Finance Cost & Depreciation
    
716.87
    
532.83
  
  

    
Less : Finance Cost
    
57.90
    
58.78
  
  

    
Less : Depreciation and Amortization
    
106.07
    
100.04
  
  

    
Profit/(Loss) before Taxation
    
552.90
    
374.01
  
  

    
Less : Tax Expenses
    

    

  
  

    
Current Tax
    
111.00
    
101.63
  
  

    
Deferred Tax (Assets)/Liabilities
    
96.52
    
7.26
  
  

    
Short/(Excess) provision of tax for earlier years
    
1.30
    
(10.77)
  
  

    
Balance of Profit/(Loss) for the year
    
344.08
    
275.89
  
  

    
Other Comprehensive Income/(Expense)
    
4.50
    
1.14
  
  

    
Total Comprehensive Income for the period
    
348.58
    
277.03
  
  

    
Balance brought forward from Previous Year
    
591.31
    
316.39
  
  

    
Profit available for Appropriations
    
939.89
    
591.31
  
  

    
Appropriation:
    

    

  
  

    
Less : Transferred to General Reserve
    
-
    
-
  
  

    
Less : Proposed Dividend on Preference Shares
    
-
    
-
  
  

    
Less : Dividend Distribution Tax
    
-
    
-
  
  

    
Balance Carried to Balance Sheet
    
939.89
    
591.31
  



2. PERFORMANCE OPERATIONS


The financial year 2022-23 was a good year. Our Revenue from Operations during the
reporting financial year was less than financial year 2021-22, but owing to certain timely
actions taken, the profitability was maintained.

The saving in electrical energy from the green power generation (2 Nos. Wind Mills put
up by the Company for captive power generation) has been 46.5% of the total power
requirement for the FY2022-23.


DIVISIONAL PERFORMANCE Instrument Transformer Division


During the year under review, the performance of the Instrument Transformer division
has been very good. The turnover of the division for the FY2022-23 has been 1,500 Lakhs.

Your Company has targeted a moderate turnover for Instrument Transformer division for
FY2023- 24.


Switch Gear Division


During the year under review, the Switch Gear division has achieved as Net Sales of Rs.
1,639 Lakhs. The performance of the division has been very good this year. The outlook of
the Division for FY2023-24 is better than the year under review.


LT Switchboard


The LT Switch board business for the year under review has been Rs. 128 lakhs.


Motors and Pumps Division


During the year under review, The Motors and Pumps division have achieved a Net Sales
of Rs. 1,610 Lakhs.

We expect a good business for the motors in the FY 2023-24 also.


3. CHANGE IN NATURE OF BUSINESS


During the year under review, there is no change in nature of business of the Company.


4. DIVIDEND

a) Equity Shares:


In view of requirement of financial resources and considering the future requirements
of funds, your Directors do not recommend any dividend on equity shares of the Company.


b) Non-Convertible Non-Cumulative Redeemable Preference Shares:


The Non-Convertible Non-Cumulative Redeemable Preference Shares are entitled to a
dividend at the rate 6% per share. Accordingly, your Directors recommended a dividend @ 6%
per share as per the terms of the issue on 1,92,735 Non-Convertible Non-Cumulative
Redeemable Preference Shares of Rs. 100/- each, for the financial year ended March 31,
2023, for approval of the Members. Dividend @ 6% per share involving cash out flow of Rs.
11,56,410/-


5. TRANSFER TO RESERVES


During the year under review, no amount has been transferred to reserves.


6. PUBLIC DEPOSITS


The Company has not accepted any deposits from the public during the year under review.


7. SHARE CAPITAL


The issued, subscribed and paid-up Share Capital of the Company as on March 31, 2023,
was Rs. 3,10,12,180/-


8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS


The Company has not given any loan or provided guarantees or made any investments as
prescribed under Section 186 of the Companies Act, 2013 (“the Act”).


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


As required by Section 134 of the Act read with the Companies (Accounts) Rules, 2014,
the relevant data pertaining to conservation of energy, technology absorption and foreign
exchange earnings and outgo are given in ‘Annexure A' forming part of this
Report.


10. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT


As per Regulation 34 read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 [“SEBI Listing Regulations, 2015”],
Corporate Governance Report and as per Regulation 34(2)(e) read with Schedule V of the
SEBI Listing Regulations, 2015, Management Discussion and Analysis Report are given in ‘Annexure
B' forming part of this Report.


11. DIRECTORS & KEY MANAGERIAL PERSONNEL Director liable to Retire by Rotation


In accordance with the provisions of the Act and Articles of Association of the
Company, Dr. K. K. Thakkar (DIN: 00208849) is liable to retire by rotation at the ensuing
Annual General Meeting of the Company and being eligible, offers himself for
re-appointment.

Details of the proposal for the appointment/re-appointment of Directors along with
their shareholding in the Company, as stipulated under Secretarial Standard - 2 and
Regulation 36 of the SEBI Listing Regulations, 2015, is mentioned in the Notice of the
Annual General Meeting.

All the Directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section 164 of the Act.


Declaration by Independent Directors


The Independent Directors of the Company have given the declaration to the Company as
required under Section 149(7) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulation, 2015, confirming that they meet the criteria of independence. In terms of
Regulation 25(8) of the SEBI Listing Regulations, 2015, they have also confirmed that they
are not aware of any circumstances or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with in
objective independent judgement and without any external influence.


Key Managerial Personnel


The following persons have been designated as Key Managerial Personnel of the Company
pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed
thereunder.

1. Mrs. Tejal R. Amin, Wholetime Director

2. Mr. K. J. Gupta, Chief Executive Officer

3. Mr. Amul Parikh, Chief Financial Officer

4. Mr. Ravi Thanki, Company Secretary and Compliance Officer


12. DIRECTORS' RESPONSIBILITY STATEMENT


Pursuant to provisions under Section 134(5) of the Act, the Board of Directors, to the
best of their knowledge and ability confirm and state that:


a) in the preparation of annual accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed and given proper explanation relating
to material departures;


b) the Directors had selected such accounting policies and applied them
consistently and made judgements 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 and of the loss of the company for that period;


c) the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;


d) the Directors had prepared the annual accounts on a ‘going concern' basis;


e) the Directors had 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 had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.


13. BOARD MEETINGS


Six meetings of the Board of Directors were held during the financial year 2022-23.
Details of composition of Board, attendance of Directors and other relevant details are
provided in the Corporate Governance Report, which forms part of this Report.


14. AUDIT COMMITTEE


The composition of the Audit Committee is in line with the provisions of Section 177 of
the Act read with Regulation 18 of the SEBI Listing Regulations, 2015. The details
pertaining to composition of Audit Committee and attendance of members are included in the
Corporate Governance Report, which forms part of this Report.


15. NOMINATION AND REMUNERATION COMMITTEE


The composition of the Nomination and Remuneration Committee (NRC) is in line with the
Section 178 of the Act read with Regulation 19 of the SEBI Listing Regulations, 2015.The
details pertaining to composition of Nomination & Remuneration Committee and
attendance of members are included in the Corporate Governance Report, which forms part of
this Report.


16. STAKEHOLDERS RELATIONSHIP COMMITTEE


The composition of the Stakeholders' Relationship Committee (SRC) is in line with the
Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations, 2015. The
details pertaining to composition of Stakeholders Relationship Committee and attendance of
members are included in the Corporate Governance Report, which forms part of this Report.


17. PREVENTION OF INSIDER TRADING CODE:


Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has
formulated the "Code of Conduct and Fair Disclosure of Unpublished Price Sensitive
Information” and the "Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information” which allows the formulation of a trading
plan subject to certain conditions and requires preclearance for dealing in the Company's
shares. It also prohibits the purchase or sale of Company's shares by the Directors,
designated employees and connected persons, while in possession of unpublished price
sensitive information in relation to the Company and during the period(s) when the Trading
Window to deal in the Company's shares is closed.


18. SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES/JOINT VENTURE


The Company do not have any Subsidiary, Associate or Joint Venture within the meaning
of Section 2(6) of the Act.


19. WHISTLE BLOWER/VIGIL MECHANISM POLICY


The Company has established a "Whistle Blower / Vigil Mechanism Policy” for
Directors, Employees and Stakeholders to report the genuine concerns. The provisions of
this policy are in line with the provisions of Section 177(9) of the Act and also as per
the Regulation 22 read with Regulation 4(2) para d(iv) of SEBI Listing Regulations, 2015.

The said policy is available on the website of the Company at the web-link http://
www.islmogar.com/userfiles/investor relations/investor relations document/1565163009.pdf



20. NOMINATION AND REMUNERATION POLICY


A Nomination and Remuneration Policy has been formulated pursuant to the provisions of
Section 178 of the Act and other applicable provisions of the Act and Rules thereto
stating therein the Company's policy on appointment and remuneration of Directors and Key
Managerial Personnel.

The said policy is available on the website of the Company at the web-link http://
www.islmogar.com/userfiles/investor relations/investor relations document/1505561981.pdf



21. RISK MANAGEMENT


The Risk Management Policy of the Company may be referred to at the website of the
Company at the web-link http://www.islmogar.com/userfiles/investor relations/ investor
relations document/1564140101.pdf



The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks in achieving key obiectives of the Company. The Company has developed and
implemented Risk Management Policy of the Company to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the
business obiectives and enhance the Company's competitive advantage.


22. BOARD EVALUATION


The evaluation framework for assessing the performance of Board including the
individual Directors is based on the following key measures:


- Attendance and participation in the Meetings and timely inputs on the minutes of
the meetings

- Adherence to ethical standards & code of conduct of Company and disclosure of
nonindependence, as and when it exists and disclosure of interest

- Raising of valid concerns to the Board and constructive contribution to resolution of
issues at meetings

- Interpersonal relations with other Directors and Management

- Objective evaluation of Board's performance, rendering independent, unbiased opinion

- Understanding of the Company and the external environment in which it operates and
contribution to strategic direction

- Safeguarding interest of whistle-blowers under vigil mechanism and safeguard of
confidential information

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment


23. EVALUATION OF COMMITTEES OF THE BOARD


The performance of the Audit Committee, the Nomination and Remuneration Committee and
the Stakeholders Relationship Committee was evaluated by the Board having regard to
various criteria such as committee composition, committee processes, committee dynamics
etc. The Board was of the unanimous view that all the committees were performing their
functions satisfactorily and according to the mandate prescribed by the Board under the
regulatory requirements including the provisions of the Act, the Rules framed there under
and the SEBI Listing Regulations, 2015.


24. ANNUAL RETURN


Annual Return for the financial year ended March 31, 2023, as required under Section
92(3) read with Section 134(3)(a) of the Act is available on the website of the Company at
the web- link http://www.islmogar.com/investor/index/other-submissions



25. RELATED PARTY TRANSACTIONS


All related party transactions that were entered into during the financial year were on
arm's length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with the Promoters, Directors
and Key Managerial Personnel, etc., which may have potential conflict with interest of the
Company at large.

Transactions with related parties, as per the requirements of IND AS 24, are disclosed
in notes to accounts annexed to the financial statements.

The policy on related party transactions of the Company is available on the website of
the Company at the web-link http://www.islmogar.com/userfiles/investor relations/
investor relations document/1648809390.pdf



The Audit Committee reviews all related party transactions quarterly.

The particulars of Contract or arrangement with related parties given in FORM AOC-2,
are given in ‘Annexure C', forming part of this Report.


26. AUDITORS

a) STATUTORY AUDITORS


M/s. Talati & Talati, LLP, Chartered Accountants (Firm Registration No.
110758W/W100377), were appointed as Statutory Auditors of the Company for an initial term
of 5 (five) years i.e. from the conclusion of 56th Annual General Meeting till
the conclusion of 61st Annual General Meeting.


b) SECRETARIAL AUDIT


Pursuant to the provisions of Section 204 of the Act and the rules framed thereunder,
the Company has appointed M/s. J. J. Gandhi & Co., Practicing Company Secretaries,
Vadodara, to carry out Secretarial Audit of the Company. The Report of the Secretarial
Audit is enclosed herewith as ‘Annexure D', which forms part of this Report.


27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

(i) By Statutory Auditor in his report;


There is no qualification, reservation or adverse remark or disclaimer in audit report
issued by the auditors of the Company.


(ii) By the company secretary in practice in his secretarial audit report;


The Practising Company Secretary in their report for financial year ended March
31,2023, has expressed their observation. Your directors would like to furnish their
explanation to the said observation as under.

With regard to the observation from Secretarial Auditor, all those promoters who have
not dematerialized their shares, have initiated the process of getting their shares in
demat form.


28. INTERNAL FINANCIAL CONTROLS


As per provisions of Section 134(5)(e) of the Act, the Directors have an overall
responsibility for ensuring that the Company has implemented robust systems/framework of
internal financial controls to provide them with reasonable assurance regarding the
adequacy and operating effectiveness of controls with regards to reporting, operational
and compliance risks.

Your Company has adequate financial control system and framework in place to ensure:

1. The orderly and efficient conduct of its business including adherence to Company's
policies;

2. Safeguarding of its assets;

3. The prevention and detection of frauds and errors;

4. The accuracy and completeness of the accounting records; and

5. The timely preparation of reliable financial information.

Significant observations including recommendations for improvement of the business
processes are reviewed by the Management before reporting to the Audit Committee. Audit
Committee reviews Internal Audit Reports as well as operating plans and status of
implementation of the agreed action plans. This system of internal control facilitates
effective compliance of Section 138 of the Act and the SEBI Listing Regulations, 2015.

The Internal Auditor of the Company checks and verifies the internal control and
monitors them in accordance with the policy adopted by the Company. The Board of Directors
regularly review the effectiveness of controls and takes necessary corrective actions
where weaknesses are identified as a result of such reviews. Based on this evaluation,
there is nothing that has come to the attention of the Directors to indicate any material
break down in the functioning of these controls, procedures or systems during the year.
There have been no significant events during the year that have materially affected, or
are reasonably likely to materially affect, our internal financial controls.


29. REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013


The Company has always provided a congenial atmosphere for work to all employees that
are free from discrimination and harassment including sexual harassment. It has provided
equal opportunities of employment to all without regard to their caste, religion, colour,
marital status and sex. In compliance with the Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder the
Company has in place a policy on Sexual Harassment at Work place. The Company has complied
with the provisions relating to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal)
Act, 2013 and the rules made thereunder. No case was reported relating to sexual
harassment during the FY2022-23.


30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES


In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there
is no

employee drawing remuneration in excess of the limits set out in the said Rules and
other details as required under Section 197(12) of the Act, read with Rule 5(1) and 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given in ‘Annexure E' forming part of this Report.


31. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY


There have been 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 the financial statements relate and the date of the report.


32. CORPORATE SOCIAL RESPONSIBILITY (CSR)


Pursuant to Section 135 of the Act, the provisions pertaining to Corporate Social
Responsibility are applicable to every Company having net worth of Rupees five hundred
crores or more or turnover of Rupees one thousand crores or more or a net profit of Rupees
five crores or more. As the said CSR Provisions are not applicable to Company, therefore,
the Company has not developed and implemented any Corporate Social Responsibility
initiatives.


33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT


No frauds have been noticed or reported during the year under audit report which are
reportable to the Central Government.


34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 of 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR


Neither any application is made nor any proceeding is pending in respect of the Company
under Insolvency and Bankruptcy Code, 2016, during the year under review and at the end of
the financial year.


35. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS


During the period under review, Company has not taken any loans from the banks or
financial institutions. Accordingly, there has been no one-time settlement or valuation
done for this purpose.


36. INDIAN ACCOUNTING STANDARDS (IND AS)


The Company has followed the relevant Accounting Standards notified by the Companies
(Indian Accounting Standards) Rules, 2015 while preparing Financial Statements.


37. COMPLIANCE OF SECRETARIAL STANDARD


As per requirement of provisions of Section 118(10), the Company has complied with the
Secretarial Standard applicable to the Company.


38. ACKNOWLEDGEMENTS


The Board of Directors take this opportunity to thank the Company's customers, members,
suppliers, bankers, associates, Central and State Governments and employees at all levels
for their support and co-operation extended to the Company during the year.


  

    
Place : Vadodara
    
On behalf of the Board of Directors
  
  

    
Date : August 08, 2023
    
For JSL Industries Limited
  
  

    
Registered Office
    

  
  

    
Village Mogar - 388 340
    
(Rahul N. Amin)
  
  

    
Dist. Anand, Gujarat.
    
Chairman
  
  

    
CIN NO: L31100GJ1966PLC001397
    
(DIN : 00167987)