FINANCIAL RESULTS

Performance of the Company, on standalone basis, for the financial year ended 31st March, 2015 is as summarized below:

                                              (Rs.in Lacs)

                                        2014-15   2013-14

Gross Turnover                         2,79,789  3,38,268

Profit before tax                       (26,967)    5,231

Provision for taxation including 
deferred tax                                (31)   (1,999)

Profit after tax                         (26,998)   3,232

Dividend - Preference Shares                 25        25

Dividend Tax                                  5         4

Transfer to General Reserve                   -       350

Surplus in the statement of Profit 
and Loss                                 11,613    39,019

During the year 2014-15, overall business environment was challenging. Your Company faced significant lag in sanction of assessed working capital facilities resulting in stress in cash flow, delay in project execution and realization leading to enlargement of debtors.

Your Company reported a decline in the top-line by 17% over the previous year. At standalone level, the gross revenue from operations stood at Rs. 2,79,790 Lacs, as compared to Rs. 3,38,268 Lacs in the previous year. The operating loss before tax stood at Rs. 26,967 Lacs, as compared to operating Profit before tax of Rs. 5,231 Lacs in the previous year. The net loss for the year stood at Rs. 26,998 Lacs, as compared to net Profit of Rs. 3,232 Lacs in the previous year.

At consolidated level, gross revenue from operations was placed at Rs. 3,12,753 Lacs, as compared to Rs. 3,69,297 Lacs in the previous year. The net loss for the year stood at Rs. 39,575 Lacs, as compared to loss of Rs. 936 Lacs in the previous year.

Exports of the Company amounted to Rs. 77,845 Lacs (previous year Rs. 1,03,485 Lacs) representing about 28% of the net sales. Supply of towers and structures declined to 46,097 MT as compared to 87,587 MT in the previous year. Order backlog at the end of the year was at Rs. 4,61,000 Lacs as compared to Rs. 4,35,390 Lacs at the end of the previous year.

DEBT RESTRUCTURING

With overall recession in trade and industry coupled with delay in commissioning of most of the projects due to lack of adequate working capital had put considerable financial pressure on the Company and in particular, on the cash flow. Lenders amongst themselves, with State Bank of India as the leader, formed a Joint Lenders Forum (JLF) under RBI's JLF framework to formulate a corrective action plan.

The Restructuring Scheme contours:

1. The cut-off date (COD) identified, for the purpose of determining the eligible debts to be restructured under the scheme is 1st April, 2014.

2. Rescheduling of principal outstanding for the term loans and sanction of additional cash credit facility, non-fund based working capital and term loan.

3. Moratorium for principal repayment of term loan for 18 months from COD i.e. till 30th September, 2015.

4. Reduction in rates of interest on term loans @ 12% p.a.

5. Interest to be funded on term loan for 12 months from COD i.e. till 31st March, 2015.

Despite lenders having approved the restructuring scheme in September 2014, most of the working capital bankers did not release all the sanctioned enhanced facilities, as agreed in the scheme. With this, the operations could not be ramped up resulting in delay in project execution.

To overcome these challenges, the Company has been managing its operations, exploring short term and long term solutions including infusion of equity capital.

DIVIDEND

Considering that the Company has incurred loss for the year ended 31st March, 2015, the Board of Directors of your Company have decided, not to recommend any dividend on equity shares for FY 2015.

However, your Directors recommend a dividend of Rs. 1 (Rs. 1 previous year) per share on preference shares of Rs. 100 each.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review,

1. your Company allotted 61,750 equity shares of face value of Rs. 2 each to its employees against exercise of options granted under Employee Stock Option Scheme;

2. in compliance with the restructuring scheme and in accordance with applicable SEBI guidelines, the Company allotted

a. 2,33,87,018 equity shares of face value of Rs. 2/- each to Qualified Institutional Buyers at an issue price of Rs. 42.85 each, aggregating to Rs. 10,021 Lacs; and

b. 38,05,120 equity shares of face value of Rs. 2/- each to a promoter group company, at an issue price of Rs. 52 each, aggregating to Rs. 1,979 Lacs, on private placement basis.

The equity shares of the Company are listed and traded in compulsory dematerialized form on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. Your Company has paid Annual Listing fees to the Stock Exchanges.

SUBSIDIARY COMPANIES

In compliance with applicable provisions of Companies Act, 2013 (Act), a statement giving salient features of the financial statements and performance of the Company's subsidiaries, associates and joint ventures for the year ended 31st March, 2015, is attached and forms part of this report. The financial statements of subsidiary companies shall be uploaded on the website of your Company and the same are available for inspection by the members at the registered office of your Company during business hours on all working days except Saturdays upto the date of the Annual General Meeting. Any member desirous of obtaining a copy of the said financial statements may write to the Company at the registered office of the Company.

The audited consolidated financial statements prepared in accordance with the prescribed accounting standards, form part of this Annual Report.

DIRECTORS

The following changes took place during the year:

With advancing age and health condition, Mr. G. L. Valecha (DIN 00001267) and Mr. A. J. Khan (DIN 00002081) ceased to be Directors of the Company with effect from 10th November, 2014 and 31st March, 2015, respectively.

During the year, Mr. Santosh V. Nayak (DIN 00001281) and Mr. Ashok Goyal (DIN 00035392) ceased to be the Managing / Joint Managing Director of the Company.

Your Board of Directors on 9th February, 2015 re-designated Mr. Prakash Thakur (DIN 01421897) as Director and appointed Ms. Jyotsna Jamkhandi (DIN 07091274) as an Additional Director of the Company. Pursuant to Section 161 of the Act, Ms. Jyotsna Jamkhandi holds office upto the date of the ensuing Annual General Meeting of the Company and is eligible for appointment as a Director. The Company has received requisite notice in writing from a member proposing her name for the office of a Director.

The Company has received declarations from all Independent Directors of the Company namely, Mr. S. D. Kshirsagar (DIN 00001266), Mr. T. C. Venkat Subramanian (DIN 00040526), Mr. R. C. Rawal (DIN 02932427) and Mr. V. M. Kaul (DIN 00015245) confirming that they meet the criteria of independence as prescribed under the Act and Listing Agreement.

Your directors recommend the re-appointment of Mr. Prakash Thakur (DIN 01421897) and Mr. Kalpesh Kikani (DIN 03534772), Directors of the Company who are liable to retire by rotation and being eligible, have offered themselves for re-appointment.

Brief profile of Directors seeking appointment / re-appointment form part of the Report on Corporate Governance.

BOARD EVALUATION

In compliance with the Act and Listing Agreement, during the year under review, the performance evaluation of the Board, the directors individually and the Committees of the Board was carried out based on self-evaluation mechanism.

MEETINGS

During the year nine Board Meetings and six Audit Committee Meetings were convened and held, details of which are given in the Corporate Governance Report.

REMUNERATION POLICY

The Company has a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and other employees. The policy also lays down criteria for selection and appointment of Board Members. The details of this policy are given in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors have constituted Corporate Social Responsibility (CSR) Committee comprising Mr. S. D. Kshirsagar, as Chairman and Mr. T. C. Venkat Subramanian, Mr. V. M. Kaul & Mr. R. C. Rawal, as members.

The said Committee recommends to the Board, the CSR projects / activities to be undertaken by the Company, monitoring the implementation of framework of CSR Policy and recommending the amount to be spent on CSR activities.

On recommendation of CSR Committee, the Board of Directors of your Company approved CSR Policy which may be accessed at the Company's website.

During the year, the Company spent Rs. 194 Lacs on CSR activities comprising infrastructure development around its areas of operations, as against the required amount of Rs. 178 Lacs.

The Annual Report on CSR containing the particulars specified in the Annexure to the Companies (CSR Policy) Rules 2014 is annexed and form part of this report.

RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board Report.

RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on related party transaction which is also available on the Company's website. All related party transactions during the financial year were on an arm's length basis and in the ordinary course of business. There were no transactions which were material and accordingly, no disclosure is made in respect of related party transactions.

AUDITORS

Statutory Auditors

M/s. R. M. Ajgaonkar & Associates, Chartered Accountants, Statutory Auditors of the Company hold office upto the forthcoming Annual General Meeting and are recommended for re-appointment for the financial year 2015-16. As required under the provisions of Section 139 and 141 of the Act, the Company has obtained written confirmation from the Auditors to the effect that their appointment, if made, would be in conformity with the provisions of those sections.

Auditors comments on your Company's accounts for the year ended 31st March, 2015 read with notes to financial statements are self-explanatory in nature and do not require any explanation as per provisions of Section 134 of the Act.

Cost Auditors

The Company has appointed Mr. Narhar K. Nimkar, Cost Accountant, as the Cost Auditor to audit the cost accounts of the Company for the financial year 2015-16. The cost audit report for the financial year 2013-14 was fled with the Ministry of Corporate Affairs on 26th September, 2014.

As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the members at the general meeting for ratification. Accordingly, a resolution seeking member's ratification for the remuneration payable to Mr. Narhar K. Nimkar, Cost Accountant is included at item no. 8 of the notice convening the Annual General Meeting.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. S. S. Rauthan & Associates (COP No. 3233), as Secretarial Auditors of the Company for the year ended 31st March, 2015. Report of Secretarial Auditors is annexed and form part of this report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT 9, as required under Section 92 of the Act is annexed and form part of this report.

FIXED DEPOSITS

During the year, the Company has not accepted fixed deposits. The Company has been paying interest and repaying the deposits, in accordance with the terms and conditions of the fixed deposit accepted under Companies Act, 1956. The Company has no overdue deposits other than unclaimed deposits of Rs. 78.50 lacs.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees or investments covered under the provisions of Section 186 of the Act are given in notes to the standalone financial statements forming part of the Annual Report.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND

Pursuant to the provisions of

a. Section 205A (5) and 205C of the Companies Act, 1956, relevant amounts of dividend, debentures and interest thereon, which remain unpaid or unclaimed for a period of 7 years have been transferred to Investor Education and Protection Fund; and

b. Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules 2012, the Company has uploaded the details of unpaid and unclaimed amounts of dividend lying with the Company as on 22nd September, 2014 (date of last Annual General Meeting) on the website of the Company www.jsl.in, as also on the Ministry of Corporate Affairs' website.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 of the Act and Rule 5(1) of Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 is annexed and form part of this report.

Details of employee remuneration as required under provisions of section 197(12) of the Act and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Management Personnel) Rules, 2014 are available for inspection by the members at the registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting and shall be made available to any shareholder on request.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, Management Discussion and Analysis, Corporate Governance Report, together with Auditors' Certificate on compliance with the conditions of Corporate Governance as laid down, are annexed and form part of this report.

CODE OF CONDUCT

The Company has a code of conduct and vigil mechanism, copies of the same have been posted on website of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an anti-sexual harassment policy in line with the requirements of 'The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013'. During the year, no complaints were reported.

OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY

For your Company safety, health and well-being of its employees and people working for it is of utmost importance. Your Company strives to take care of environment and for sustainable business development continues to develop and implement environmental management system to measure, control and reduce the environmental impact. Company's operations are in compliance with all applicable regulations.

EMPLOYEES STOCK OPTION SCHEME

Details of Stock Options granted during the year under the 'JSL Employees Stock Option Scheme - 2005' are annexed and form part of this report.

TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed and form part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 134 (5) of the Act, the Directors of your Company confirm :

i that the applicable Accounting Standards have been followed in the preparation of annual accounts and that there are no material departures;

ii that such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the Profit of your Company for the year ended on that date;

iii that proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv that the annual accounts have been prepared on a going concern basis;

v that the internal financial controls to be followed by the Company have been laid down and such internal financial controls are adequate and were operating effectively; and

vi that proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Board also wishes to place on record its sincere appreciation for the whole hearted support received from all Shareholders and other stakeholders, valued customers, banks, government and statutory authorities, investors and stock exchanges for their continued support to the Company. We look forward to continued support of all these partners in progress.

                                     For and on behalf of the Board

                                                   S. D. Kshirsagar

                                                           Chairman 
Mumbai; 13th August, 2015