Jasch Industries presents a record shaped by a family-controlled board that has repeatedly secured shareholder approval for remuneration above statutory ceilings, and by a demerger that makes half the series incomparable. Consolidated borrowings of ₹42.01 crore compare with standalone borrowings of ₹9.63 crore, while a single customer now accounts for 40% of receivables. The statutory auditor was changed with a 30% fee reduction and has been retained for four years, and a BSE fine of ₹84,000 was overturned by SAT but the matter remains open.
Key findings
- Promoter remuneration repeatedly exceeds statutory profit-linked ceilings
Major- In FY2025-26, aggregate managerial remuneration to whole-time directors was ₹3.13 crore, 14.69% of profits computed under Section 197, exceeding the 10% statutory ceiling. The company classifies this as "inadequacy of profits," a pattern repeated in FY2024-25 (over 11%), FY2023-24 (24.8%), and FY2021-22 (12.58%). The FY2025-26 AGM notice seeks approval to pay two directors ₹8.57 lakh per month each from 1 April 2026, with Board authority to revise up to ₹11.32 lakh per month, "notwithstanding any loss or inadequacy of profit". - One customer now represents 40% of receivables, and balances go unconfirmed
Minor- From FY2021 through FY2023, no single customer represented 2% or more of total revenue. In FY2026, Kolon Industries India Pvt Ltd (Hyundai Kia) outstanding was ₹22.15 crore, representing 9.68% of total annual revenue and 40.19% of total receivables as at 31.03.2026. In FY2022, FY2025, and FY2026, the company stated that trade receivable balances of customers where confirmations have not been received are taken as per books, with differences accounted for only when reconciliations are completed. - Operating cash flow has persistently lagged profit, and no dividend has been paid
Minor- Cumulative CFO of ₹79 crore covered only 0.57x of cumulative EBITDA of ₹138 crore over the ten-year horizon. In FY2022-23, CFO was ₹6.36 crore against PAT of ₹19.94 crore, a cash conversion of 0.32x. The Board of Directors did not recommend any dividend for FY2025-26, FY2024-25, FY2022-23, FY2021-22, or FY2020-21. - Statutory auditor changed with a 30% fee reduction and has been retained for four years
Minor- For FY2020-21 and FY2021-22, the statutory auditor was Mukesh A Mittal & Co., with total fees of ₹5,90,000 per year. At the AGM on 18 August 2022, shareholders approved Arora & Choudhary Associates for a five-year term, with the Board stating the proposed fee was ₹3,50,000 per annum plus GST plus actual out of pocket expenses, down from the outgoing auditor's ₹5,00,000 per annum plus GST plus actual out of pocket expenses. From FY2022-23 through FY2025-26, the statutory auditor has been Arora & Choudhary Associates, with total fees of ₹3,50,000 (exclusive of GST) each year. - A BSE fine of ₹84,000 was overturned by SAT, but the matter remains open
Minor- In FY2023-24, BSE imposed a fine of ₹84,000 for alleged violation of Regulation 17(1A) regarding appointment of a director aged over 75 years without a prior special resolution; the Securities Appellate Tribunal ruled in the company's favour on 27 April 2023. As of the FY2023-24 Annual Report, BSE had not responded to the company's requests to drop the fine or issue a speaking order, and the matter remained open on the BSE Listing Centre. On 13 December 2024, BSE imposed a fine of ₹5,000 for a one-day delay in submitting related-party transactions in XBRL form, which the company paid under protest. - A demerger restructured the company mid-series, making post-demerger figures incomparable with earlier periods
Clean- Pursuant to an NCLT-approved Scheme of Arrangement effective 30 September 2023, paid-up equity share capital was reduced by 45,32,000 shares from 1,13,30,000 to 67,98,000 equity shares of ₹10 each. The demerger had an appointed date of 1 April 2022, and the standalone financial statements for FY2023-24 were prepared as "Restated Standalone Ind AS" statements giving effect to the scheme under Ind AS 105. Figures as at 31 March 2024 are stated to be not comparable with those as at 31 March 2023 because the 2024 figures are post-demerger data.
What to watch
- AGM shareholder votes. Outcome of votes at the AGM to be held after the FY2025-26 Annual Report, on resolutions for remuneration of four executive directors from the promoter family and appointment of two new independent directors.
- New executive director appointment. Commencement of Shri Rishit Garg's tenure as Executive Director on 21 August 2026 and any guarantee commission or loan interest paid to KMPs under the Remuneration Policy thereafter.
- Key receivable collection. Collection of the ₹22.15 crore receivable from Kolon Industries India Pvt Ltd, which represents 40.19% of total receivables as at 31.03.2026.
- Contingent liability resolution. Resolution of disputed income-tax demands of ₹22.79 lakh and ₹35.43 lakh and customs duty demand of ₹5.45 lakh disclosed as contingent liabilities as at 31 March 2026.
Bottom line: This is a disclosed and audited record with a clean audit opinion throughout and no fraud or diversion findings. The character of the risk is governance: a family-controlled board that has repeatedly paid itself above statutory ceilings with shareholder approval, while consolidated borrowings are ₹42 crore against standalone borrowings of ₹10 crore. Watch the AGM votes on promoter remuneration, the collection of the concentrated receivable, and whether the open BSE matter is finally closed.