The Board of Directors (Board) are pleased to present the Twenty Fifth Annual Report of your Company together with the Standalone and Consolidated Audited Financial Statements for the year ended 31st March, 2024.
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FINANCIAL RESULTS (Rs. in Lakhs)
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Particulars
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Standalone
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Consolidated*
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Financial Year ended 31st March, 2024
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Financial Year ended 31st March, 2023
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Financial Year ended 31st March, 2024
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Financial Year ended 31st March, 2023
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Revenue from Operations
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6,41,378.02
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6,12,507.47
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6,41,378.02
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6,12,507.47
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Other Income
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21,508.67
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3,548.94
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21,508.67
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3,548.94
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Total Revenue
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6,62,886.69
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6,16,056.41
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6,62,886.69
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6,16,056.41
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Profit/Loss before Finance Cost, Depreciation and Amortization expenses and tax
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1,12,135.46
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29,173.31
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1,12,135.46
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29,173.31
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Less: Finance Costs
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7,252.17
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8,888.42
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7,252.17
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8,888.42
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Less: Depreciation and Amortization Expenses
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8,562.19
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9,792.74
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8,562.19
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9,792.74
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Profit/(Loss) before exceptional items and Tax
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96,321.10
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10,492.15
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96,321.10
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10,492.15
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Exceptional items
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-
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-
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-
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-
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Profit/(Loss) before Tax
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96,321.10
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10,492.15
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96,321.10
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10,492.15
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Less : Tax expense
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Current Tax
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-
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-
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-
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-
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Deferred Tax
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8,364.64
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-
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8,364.64
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-
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MAT Reversal
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-
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4,709.71
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-
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4,709.71
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Profit/Loss after tax
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87,956.46
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5,782.44
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87,956.46
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5,782.44
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Other Comprehensive Income
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(81.49)
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(38.26)
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(81.49)
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(38.26)
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Total Comprehensive Income
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87,874.97
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5,744.18
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87,874.97
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5,744.18
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Earnings per share (Nominal value per share H10/-) Basic
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55.80
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4.49
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55.80
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4.49
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Diluted
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49.82
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4.11
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49.82
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4.11
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*Kindly refer Note 58 and 59 of Consolidated Financial Statements.
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Reports Highest ever PBT(FY24) of H963 crores, up 818% YoY Reports Highest ever PAT (FY24) of H880 crores, up 1421% YoY
The Company has experienced a transformative year marked by substantial growth, driven by strong performance and a significant increase in sales for value-added products.
The Revenue from operations of the Company for the financial year under review is H6,41,378.02 lakhs as compared to 6,12,507.47 lakhs during the previous financial year.
The Company has made net profit of H87,956.46 lakhs during the F.Y. 2023-24 as compared to a profit of H5,783.59 lakhs during the F.Y. 2022-23.
Your company is committed to its vision to emerge as an efficient producer of iron and steel products. It is focused on increasing capacity utilisation of all units, reducing cost and improving operational efficiency.
Key Highlights
> Total income of the Company grew by 8% YoY to H6,629 crores.
> During the year under review, EBIDTA was at H1,121 crores with an EBIDTA margin of 17%. The said increase has been due to increase in sale of value added products together with better operational efficiency and cost cutting measures.
> During the year under review PAT of the Company was H880 crores.
Other Highlights
> DI pipes production grew by 14% to 2.42 lakh tonnes
> Ferro Alloys (including Special Grade) grew by 12% to 1.15 lakh tonnes.
> Increase in Exports of Special Grade ferro alloys to around 40 countries with more than 50% to key European, American countries and Japan.
> On the path of achieving net debt free status.
OPERATIONS
Your Company has an integrated steel plant and manufactures different products in Steel sector.
Your Company's cumulative product wise actual production details are given hereunder:
The actual production of Sponge Iron was 2,37,157 MT during the year 2023-24 as compared to 2,52,290 MT during the year 2022-23. For Pig Iron, the actual production was 4,28,629 MT and 4,80,856 MT during the year 2023-24 and 2022-23 respectively. The actual production of Steel Bars/Rods was 2,52,709 MT during the year 2023-24 as compared to 2,14,955 MT during the year 2022-23. For Billet/MS Ingot, the actual production was 1,52,390 MT and 1,76,038 MT during the year 2023-24 and 2022-23 respectively. The actual production of Ferro Alloys was 1,15,384 MT during the year 202324 as compared to 1,03,286 MT during the year 2022-23. In case of Ductile Iron Pipe, the actual production was 2,42,121 MT and 2,12,636 MT during the year 2023-24 and 2022-23 respectively. For Sinter, the actual production was 6,22,480 MT and 7,04,481 MT during the year 2023-24 and 2022-23 respectively. The actual production of Coke was 3,25,051 MT during the year 2023-24 as compared to 3,67,522 MT during the year 2022-23.
SUBSIDIARIES AND JOINT VENTURE COMPANIES Subsidiaries
The Board of Directors of the Company, at its meeting held on 22nd July, 2022 had considered, and approved the merger of two wholly owned subsidiary companies, Jai Balaji Energy (Purulia) Limited and Jai Balaji Steels (Purulia) Limited with the Company by way of a Scheme of Amalgamation pursuant to Sections 230 to
232 of the Companies Act, 2013 ('Scheme'). The Hon'ble National Company Law Tribunal ('NCLT'), Kolkata Bench vide its order dated 11th December, 2023 has approved the scheme with the appointed date of the merger being 1st April, 2022. The certified copy of the NCLT order was filed with the Registrar of Companies on December 22, 2023.
Further, the Company has incorporated a new subsidiary, Kesarisuta Industries Uganda Limited in July, 2023 in Uganda. The Subsidiary company was incorporated with an object of selling ductile Iron Pipes and other. The said subsidiary is yet to commence its operation and has not yet made any transactions from the date of its incorporation to the period covered under the financial result.
Joint Ventures
Your Company continues to have two joint venture (JV) companies namely, Andal East Coal Company Private Limited and Rohne Coal Company Private Limited as on 31st March, 2024.
> Andal East Coal Company Private Limited (AECCPL)
'Andal East Coal Company Private Limited' which is currently under liquidation was formed in 2009-10, in which your Company along with Bhushan Steel Limited and Rashmi Cement Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal Non-Coking Coal Block in the State of West Bengal by Ministry of Coal, Government of India.
> Rohne Coal Company Private Limited (RCCPL)
Rohne Coal Company Private Limited' was formed in 2008-09, in which your Company along with JSW Steel Limited & Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne Coking Coal Block in the State of Jharkhand by Ministry of Coal, Government of India.
The Hon'ble Supreme Court vide its Order dated 24th September, 2014 has cancelled number of coal blocks allotted to various companies. These include two coal blocks under development viz. AECCPL in West Bengal and RCCPL in Jharkhand allocated to the company jointly with other parties. The Company had previously brought down the value of investment in joint venture companies to a nominal value of H1 per share. Now, the company has fully provided for the diminution in the value of investment in joint ventures. Further, AECCPL is under liquidation.
None of the Companies have become or ceased to be the Joint Ventures and Associate Company during the year under review.
Pursuant to Section 129(3) of the Companies Act, 2013 and rules made therein, a statement containing salient features of the financial statement of the subsidiary and joint ventures of the Company is provided in Form AOC-1 attached as Annexure - "A" to the Board's Report and other details of the subsidiaries and joint ventures are also provided in the said Annexure.
As per the provisions of Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with relevant documents and separate audited accounts in respect of subsidiary, are available on the website of the Company viz., "www.jaibalajigroup.com". These documents are also available for inspection at the Registered Office of the Company during business hours.
DIVIDEND
In lieu of requirement of funds for operations of the Company, your Directors do not recommend a dividend for the financial year ended 31st March, 2024.
The Dividend Distribution Policy formulated by the Company is available on the website of the Company at https://jaibalajigroup. com/wp-content/uploads/2021/12/Dividend_Distribution_Policy. pdf
TRANSFER TO RESERVES
The Board of Directors of your Company does not propose to transfer any amount to the reserves.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.
SHARE CAPITAL
The Authorized Share Capital of the Company as at 31st March, 2023 was at H 1,85,00,00,000.
During the year under review the Authorised Share Capital of the two wholly owned subsidiaries namely Jai Balaji Energy (Purulia) Limited and Jai Balaji Steels (Purulia) Limited of H2,00,00,000 each was added with the Company's Authorised Capital pursuant to the Scheme of Amalgamation.
Therefore, the Authorized Share Capital of the Company as at 31st March, 2024 stands at H1,89,00,00,000.
The paid up share capital of the Company as at 31st March, 2024 stands at H1,63,65,02,860.
DECLARATION ON FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AND UTILISATION OF SUCH FUNDS DURING THE YEAR UNDER REVIEW
The Board at its meeting held on 21st April, 2022 has considered and approved the issue and allotment of upto 5,00,00,000 convertible warrants at a price of H52/- each. The object of the issue was to utilize the proceeds to meet the funding requirements for the growth in
business of the Company, working capital requirements, repayment of debt and/or for general corporate purpose. Thereafter pursuant to approval of the members vide Extra-Ordinary General Meeting held on 18th May, 2022 and other statutory approvals, the Board at its meeting held on 27th May, 2022 has alloted 5,00,00,000 warrants on preferential basis convertible into one fully paid equity share of face value of H10/- each at a premium of H42/- per equity share for each warrant, in one or more tranches, within a period of 18 months from the date of allotment of the warrants, in accordance with the SEBI (ICDR) Regulations.
The Company has realized 25% upfront money amounting to H65,00,00,000/- on or before the allotment of convertible warrants i.e 27th May, 2022. Thereafter, during F.Y 2022-23
3.50.00. 000 warrants out of the total 5,00,00,000 warrants were converted into Equity Shares, on payment of the balance 75% allotment monies amounting to H1,36,50,00,000/- from the respective allottees. During the year under review, remaining
1.50.00. 000 warrants out of the total 5,00,00,000 warrants were also converted into Equity shares on realisation of the balance 75% allotment monies amounting to H58,50,00,000/- from the respective allottees.
The proceeds realized from the afore-said issue and conversion were fully utilized and channelized towards the objects and purpose as stated in the offer document/Explanatory Statement of the Notice of the General Meeting held for the Preferential issue and there was no deviation in the utilization of funds.
Further the Board at its meeting held on 15th December, 2022 has considered and approved the issue and allotment of upto
2.20.00. 000 convertible warrants at a price of H45/- each.The object of the issue was repayment of debt and for general corporate purpose. Thereafter pursuant to approval of the members vide an Extra-Ordinary General Meeting held on 11th January, 2023 and other statutory approvals, the Board at its meeting held on 20th January, 2023 has allotted 2,20,00,000 warrants on preferential basis convertible into one fully paid equity share of face value of H10/- each at a premium of H35/- per equity share for each warrant, in one or more tranches, within a period of 18 months from the date of allotment of the warrants, in accordance with the SEBI (ICDR) Regulations. Thereafter, the Company has realized 25% upfront money amounting to H24,75,00,000/- on or before the allotment of convertible warrants i.e 20th January, 2023.
During the year under review 32,00,000 warrants out of the total
2.20.00. 000 warrants were converted into Equity Shares, on payment of the balance 75% allotment monies amounting to H 10,80,00,000/-from the respective allottees.
Further after close of the financial year 2023-24, till the date of this report remaining 1,88,00,000 warrants out of the total 2,20,00,000 warrants were also converted into Equity shares on realisation of the balance 75% allotment monies amounting to H63,45,00,000/- from the respective allottees.
The proceeds realized at the time of allotment of warrants and at the time of conversion of said warrants into equity shares were solely utilized for the objects as specified in the offer document/ Explanatory Statement of the Notice of the General Meeting and there was no deviation in the utilisation of funds.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the year, there was no change in the nature of business of the Company or its subsidiary.
DEPOSITS
During the year under review, your Company has not accepted any deposits from the public. Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31st March, 2024. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Changes in Directors and KMP
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri Gaurav Jajodia (DIN: 00028560) is liable to retire by rotation at the 25th Annual General Meeting and being eligible offers himself for re-appointment. Based on the recommendations of the Nomination and Remuneration Committee, the Board recommends the re-appointment of Shri Gaurav Jajodia (DIN: 00028560) as director liable to retire by rotation.
During the year under review, following appointments and reappointments of Directors and Key Managerial Personnel took place:-
1. Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company at its meeting held on 4th August, 2023 and pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any of Companies Act, 2013("Act"), the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015, as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof, the members of the Company at the 24th Annual General Meeting held on 21st September, 2023 has approved the re-appointment of Smt. Swati Bajaj (DIN: 01180085) as an Independent Director of the Company for the second term of 5 (five) years with effect from 13th day of August, 2023.
2. Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board
of Directors of the Company at its meeting held on 14th August, 2023 the members of the Company at the 24th Annual General Meeting held on 21st September, 2023 has approved:
a. Re-appointment of Shri Bimal Kumar Choudhary (DIN 08879262) as Executive Director of the Company pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any of Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any Statutory modification(s) or reenactment thereof for the time being in force) read with Schedule-V of the Act, for a further period of 3 (three) years w.e.f 15th day of September, 2023 to 14th day of September, 2026 at a remuneration of H21,36,000/- per annum and upon the terms and conditions of the appointment as set out in the agreement of the re-appointment, as approved by the Board of Directors of the Company and the Nomination & Remuneration Committee.
b. Appointment of Smt. Mamta Jain (DIN 10264921) as an Independent Director of the Company pursuant to the provisions of Sections 149, 152 and other applicable provisions, the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV of the Act and Regulation 17 and other applicable regulations of the SEBI (LODR) Regulations, 2015, for a period of 5 (five) years w.e.f 14th day of August, 2023 who meets the criteria as per Section 161(1) of the Act for being appointed as an Independent Director and in respect of whom a notice in writing under Section 160 of the Act has been received by the Company from a member, proposing her candidature for the office of director.
3. Based on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee, the Board of Directors of the Company at its meeting held on 15th January, 2024 has appointed Shri Raj Kumar Sharma as the Joint Chief Financial Officer (CFO) and the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder, and any other applicable provisions of SEBI (LODR), 2015 including any amendment thereof w.e.f 15th January, 2024.
However, the tenure of Mr. Shailendra Kumar Tamotia as an Independent Director for two consecutive terms of 5 years each got completed at the close of business hours on 31st March, 2024 and therefore he ceases to be an Independent Director of the Company and the member of the Committees w.e.f 1st April, 2024.
Further, based on the recommendation of the Nomination & Remuneration Committee the Board of Directors at their meeting held on 29th July, 2024 has appointed Mr. Rajendra Prasad Ritolia (DIN: 00119488) as an Additional Director (Category- Non Executive Independent Director) of the Company w.e.f 29th July, 2024 in terms of Sections 149 and 161(1) of the Companies Act, 2013 to hold office upto the date of the ensuing Annual General Meeting and further recommended his appointment as an Independent Director of the Company, not liable to retire by rotation for a period of 5 years from the date of his appointment as per applicable provisions of the Companies Act, 2013 read with relevant rules and SEBI LODR regulations.
None of the directors are disqualified for being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all independent directors of the Company have registered with IICA (Manesar) as an Independent Director to continue to hold the office as an independent director in any company.
b. Remuneration of Directors
On the recommendation of Nomination and Remuneration Committee, the Board of Directors at their meeting held on 14th August, 2023 has approved the re-appointment of Shri Bimal Kumar Chowdhary as the Executive Director of the Company for period of 3 years w.e.f 15th September, 2023 to 14th September, 2026 at a remuneration of H21,36,000/- per annum and subsequently it was approved by the members of the Company at 24th Annual General Meeting held on 21st September, 2023.
During the year under review, there has been no change in the remuneration paid to Shri Aditya Jajodia (Managing Director), Sanjiv Jajodia(Whole-time Director), Rajiv Jajodia(Whole-time Director) and Gaurav Jajodia (Whole-time Director). However, on recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company, has approved a revision in the remuneration payable to Shri Aditya Jajodia, Chairman & Managing Director of the Company and Shri Sanjiv Jajodia, Shri Rajiv Jajodia, Shri Gaurav Jajodia and Shri Bimal Kumar Chowdhary, Whole-time Directors of the Company with effect from 1st April, 2024 till the remaining period of their tenure which is subject to approval of the members in the ensuing Annual General Meeting of the Company.
Details pertaining to their remuneration have been provided in the copy of Annual Return available on the website of the Company under the weblink: https://www.jaibalajigroup.com/ annual-return
c. Independent Directors and declarations given by them
All the Independent Directors of your Company have submitted requisite declarations under Section 149(7) of the Act confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. They have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct and there has been no change in the circumstances affecting their status as independent directors of the Company.
The Board is of the opinion that the Independent Directors of the Company including those appointed during the year possess requisite qualifications, expertise, experience and proficiency in the varied fields and holds highest standards of integrity. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs. The Independent Directors who were required to clear the online proficiency self-assessment test have passed the test.
d. Separate Meeting of Independent Directors of the Company
Details of Separate meeting of Independent Directors held in terms of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations are given in Corporate Governance Report.
e. Familiarization programme for Independent Directors
In terms ofRegulation 25 of the Listing Regulations the Company familiarises the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. New independent directors inducted into the Board attends an orientation program conducted by the Company. Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment/re-appointment outlining his / her role, function, duties and responsibilities.
The details of such familiarisation programmes are available at the website of the Company at https://jaibalajigroup. com/familiarization-programmes-imparted-to-independent-directors/
COMMITTEES OF THE BOARD
The Company has various Board level committees in accordance
with the requirement of Companies Act, 2013. The Board has the
following committees as under:
Q Audit Committee
Q Nomination and Remuneration Committee Q Stakeholders' Relationship Committee Q Management (Finance) Committee Q Corporate Social Responsibility Committee Q Internal Complaints Committee Q Risk Management Committee
All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.
MEETINGS OF THE BOARD HELD DURING THE YEAR
The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. During the year under review, 11 (Eleven) meetings were convened and held on 27th April, 2023; 30th May, 2023; 10th June, 2023; 4th August, 2023; 14th August, 2023; 22nd August, 2023; 28th September, 2023; 16th October, 2023; 12th December, 2023; 15th January, 2024; 11th March, 2024; the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was well within the period prescribed under the Companies Act, 2013 as well as Listing Regulations.
A detailed report on the Board, its Committees, its composition, detailed charter including terms of reference, number of Board and Committee meetings held and attendance of the directors at each meeting is provided in the report on the Corporate Governance, which forms part of this report.
BOARD EVALUATION
The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the committees of the Board. The performance evaluation of all the directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.
SECRETARIAL STANDARD
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and (5) of the Act, the Board of Directors, to the best of their knowledge and ability, state and confirm that:-
1. In the preparation of annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
2. We 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 as on 31st March, 2024 and of the profit of the Company for the year ended on that date;
3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts for the financial year ended 31st March, 2024, have been prepared on a going concern basis;
5. Internal financial controls to be followed by the Company were laid down and that such internal financial controls were adequate and were operating effectively;
6. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION POLICY
The Board of Directors have adopted and approved a Nomination and Remuneration policy which includes the terms and conditions for appointment and payment of remuneration to the Directors and Key Managerial Personnel (KMP) and other senior management personnel including criteria for determining qualifications, positive attributes, independence of a director as per Schedule IV of the Companies Act, 2013. The said policy has been made available on the website of the Company "www.jaibalajigroup.com" under the weblink https://jaibalajigroup.com/wp-content/uploads/2021/02/ nomination-remuneration-policy.pdf
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) embodies a strategic approach to foster sustainable community development and serve as a catalyst for inclusive growth. Jai Balaji Industries Limited has strived to deliver on its responsibilities towards its communities, people and society at large. The key philosophy of the CSR initiative of the Company is to promote development through social and economic transformation. The objective is to improve the quality of life of communities through long-term value creation for all stakeholders.
At Jai Balaji, we believe that our responsibilities extend beyond our business operations to positively impact the communities where we operate. We aim to provide full fledged support in improving our social communities and creating a net positive society.
The Company undertakes its CSR Programmes in areas of health, nutrition, water, education, livelihoods, infrastructure, sports,
disabilities, grassroots governance and empowering the voice of women within communities.
In terms of the provisions of the Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility Committee. The terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report. The Company's CSR policy provides guidelines to conduct CSR activities of the Company formulated under recommendation of Corporate Social Responsibility Committee is available under the web link https://jaibalajigroup.com/wp-content/uploads/2024/05/ Corporate-Social-Responsibilty-Policy.pdf
During the year under review, the Company has spent H321.18 Lakhs on CSR activities. A detailed report on the CSR activities inter- alia disclosing the composition of CSR Committee are set out in Annexure - "B" of this Report in the format prescribed in the Companies(Corporate Social Responsibility) Rules, 2014.
The Company has pioneered various CSR initiatives in the past years even when the provisions were not applicable on it in view of losses. The Company continues to address societal challenges through societal development programmes and remains focused on improving the quality of life.
Further, the Chief Financial Officer of the Company has certified that the amount spent on CSR expenditure during the FY 2023-24 have been utilised for the purpose and in the manner approved by the Board of Directors of the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Over the years, your Company has built a reputation for conducting business with integrity, maintaining a zero-tolerance policy towards unethical behaviour, thereby fostering a positive work environment and enhancing credibility among stakeholders.
Pursuant to the provisions of Section 177(9) of the Act, read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR, your Company has a Whistle Blower Policy in place for its directors and employees to provide a formal mechanism to report genuine concerns about unethical behavior, actual or suspected fraud or violation of your Company's code of conduct or ethics policy and also report instances of leak of unpublished price sensitive information. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides assurances and guidelines on confidentiality of the reporting process and protection from reprisal to complainants and also provides for direct access to the Chairman of the Audit Committee.
The Audit Committee oversees the functioning of this policy and your company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee.
During the year under review no such incident was reported to the Company.
The details of the Whistle Blower Policy is available on your Company's website viz., "www.jaibalajigroup.com" under the weblink https://jaibalajigroup.com/wp-content/uploads/2021/02/ whistle-blower-policy.pdf
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (RPTs)
All contracts, arrangements and transaction entered into by the Company with related parties during the financial year 20232024 were in the ordinary course of business and on an arm's length basis. During the year, the company did not enter into any transaction, contract or arrangement with any related party that could be considered material. Accordingly, the disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable. There have been no materially significant Related Party Transactions entered into by the Company during the year under review. The details of related party transactions of the Company are mentioned in Note No.43 of the Notes to Financial Statements including transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company.
Prior omnibus approval is obtained for RPTs which are of a repetitive nature and entered in the ordinary course of business and are at arm's length. All RPTs are placed before the Audit Committee and the Board for review and approval on a quarterly basis.
The Company has formulated a policy on related party transactions for purpose of identification and monitoring of such transactions. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Company's website at https://jaibalajigroup. com/wp-content/uploads/2022/05/Related_Party_Policy.pdf
RISK MANAGEMENT
The Company has formulated a Risk Management Policy. The said policy is reviewed by the Audit Committee and the Board of Directors on regular basis. The Risk Management Committee of the Board has been constituted to enhance the focus on risk identification and mitigation and to comply with the statutory provisions.
The policy contains a detailed framework of risk assessment by evaluating the probable threats taking into consideration the business line of the Company, monitoring the risks so assessed and managing them well within time so as to avoid hindrance in its growth objectives that might in any way threaten the existence of
your Company. The details of the same are covered in the Corporate Governance Report forming part of this report.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls.
JBIL has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the 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 disclosures. The internal financial controls are adequate and operating effectively. Effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the internal Audit Team.
The members of the Audit Committee of your Company are well versed with the financial management. Pursuant to the provisions of Section 138 of the Act read with Rule 13 of 'The Companies (Accounts) Rules 2014', your Company has appointed M/s Agrawal Tondon & Co., Chartered Accountants, of Room No - 7, 1st Floor, 59, Bentinck Street, Kolkata - 700 069, as the Internal Auditor of the Company who also evaluates the functioning and quality of internal controls and reports its adequacy and effectiveness through periodic reporting.
The Internal Auditor submits detailed reports periodically to the management and the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of the internal audit functions of your Company and monitors the implementation of the same. The Committee also calls for comments of the internal auditors about the Company's internal controls, scope of audit as and when required which gives them an additional insight on the assessment of such controls. Such adequate internal control system helps in identification of potential operation processes.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
Your Company realizes the importance of being transparent and accountable as an organization, which in turn, helps in strengthening the trust that stakeholders' have placed in the Company. We consider disclosure practice as a strong tool to share strategic developments, business performance and the overall value generated for various stakeholder groups over a period of time. In compliance with Regulation 34 of Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") is annexed as Annexure - "C" and forms an integral part of this Report.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
M/s Das & Prasad, Chartered Accountants have been appointed as the Statutory Auditor of the Company at the 24th Annual General Meeting (AGM) held on 21st September, 2023 to hold the office from the conclusion of the AGM till the conclusion of 29th AGM.
The reports given by the Auditors, M/s. Das & Prasad, Chartered Accountants with an unmodified opinion on the audited standalone and consolidated financial statements of the Company for the year ended 31st March, 2024 forms a part of this Annual Report.
The Auditors in their report have stated three points in the para relating to "Emphasis of matter" in the Independent Auditors Report with respect to:-
1. the outstanding balances of trade receivables, trade payables and loans and advances.
2. the redemption of unsecured unlisted non-convertible debentures.
3. to the fact that the company has provided for the diminution in the value of investment in two joint venture companies.
The response of your directors on the above is as follows:-
1. With respect to point 1 of the Emphasis of Matter, the clarification/details for the same is provided in Note no. 54 of the Financial Statement.
2. With respect to point 2 of the Emphasis of Matter, the clarification/details for the same is provided in Note no. 18 of the Financial Statement.
3. With respect to point 3 of the Emphasis of Matter, the clarification/details for the same is provided in Note no. 49 of the Financial Statement.
During the year under review, the Auditors had not reported any fraud under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
COST AUDITORS
Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record maintained by the Company is required to be audited. M/s. Mondal & Associates, Cost Accountants, has been the Cost Auditor of the Company for the F.Y 2023-24. The Board of Directors, on the recommendation of the Audit Committee, re-appointed M/s. Mondal & Associates, Cost Accountants, for conducting the cost audit of the Company for Financial Year 20242025 at their meeting held on 29th July, 2024.
As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors for the financial year 2024-25 is required to be
ratified by the members of the Company. Accordingly, resolution seeking members ratification for remuneration to be paid to Cost Auditors is included in the Notice convening Annual General Meeting.
Your Company has filed the Cost Audit Report for the financial year 2022-23 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode during the year under review.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company appointed M/s MKB & Associates, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit Report for the financial year ending 31st March, 2024 forms part of the Board's Report as Annexure - "D".
The Secretarial Auditors' Report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.
The Company has also undertaken an audit for the FY 2023-24 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report) has been duly submitted to the Stock Exchanges for the financial year ended March 31,2024.
COPY OF ANNUAL RETURN
A copy of the Annual Return of the Company pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company under the weblink https://www. jaibalajigroup.com/annual-return.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of Loans, Guarantees and Investments as on the financial year ended 31st March, 2024 as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in Note No. 5 and 43 of Financial Statements and other relevant notes of the financial statement provided in the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
No significant or material orders have been passed by any regulators or Courts or Tribunals impacting the going concern of the Company and its future operations.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The unpaid or unclaimed dividend remaining unpaid or unclaimed for a period of seven years from the date they became due for payment, have been transferred to the IEPF established by the Central Government and no balance of such amount is lying with the Company as on date.
Pursuant to section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to IEPF. Accordingly all such shares have been transferred by the Company to IEPF and no such shares are underlying with the Company as on date. Any person whose unclaimed or unpaid amount, along with shares, if any, has been transferred by the Company to IEPF Authority may claim their refunds from the IEPF Authority by accessing the following link: http://www.iepf.gov.in/
CORPORATE GOVERNANCE
Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its inception. The Company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Company's operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. The Company has complied with the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance. A report on the Corporate Governance practices and the Auditors' Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed report on the Management Discussion & Analysis is provided as a separate section in the Annual Report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The relevant information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure - "E" forming part of this Annual Report.
PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure - "F".
The statement containing names of employees in terms of remuneration drawn and their other details as required to be furnished under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE IN ACCORDANCE WITH THE PROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT AND POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE An Internal Complaints Committee (ICC) has been constituted in accordance with the provisions of the Prevention of Sexual Harassment Act to redress complaints received regarding sexual harassment and all the provisions regarding the constitution are complied with.
The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013".
The role of ICC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.
During the year under review, the Company has organized an Awareness/ Orientation Programme for its female employees on 11th March, 2024, to create awareness among them regarding their fundamental rights and give insight of the law relating to Prevention of Sexual Harassment of woman at work place. The Company have
not received any Complaints pertaining to Sexual Harassment during the year under review.
CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY DESIGNATED PERSONS, AND CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors of the Company have adopted the Code of Conduct to regulate, monitor and report trading by its designated persons and immediate relatives of designated persons towards achieving compliance with these Regulations and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information to ensure timely and adequate disclosure of price sensitive information to the Stock Exchange(s) by the Company to enable the investor community to take informed investment decisions with regard to the Company's securities.
LISTING
The equity shares of your Company are listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE).
Both NSE and BSE have nationwide trading terminals which enable the shareholders / investors to trade in the shares of your Company from any part of the country without any difficulty.
ACKNOWLEDGEMENT
Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of shareholders in the best possible manner in short, medium and long terms.
Your Directors take this opportunity to appreciate their suppliers, vendors, investors, financial institutions/ banks, Central Government, State Government, all regulatory and government authorities and all other business associates for their continued support and cooperation extended by them to the Company.
Your Directors also wish to place on record their appreciation to all the employees at all levels for their commendable team-work, professionalism and enthusiastic contribution towards the working of the Company.
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