The Board of Directors (Board) are pleased to present the Twenty ThirdAnnual Report of your Company together with the Standalone and Consolidated AuditedFinancial Statements for the year ended 31st March 2022.
( in lacs)
| || ||Standalone || |
|Particulars ||Financial Year ended 31st March 2022 ||Financial Year ended 31st March 2021 ||Financial Year ended 31st March 2022 ||Financial Year ended 31st March 2021 |
|Revenue from Operations ||464352.61 ||278518.18 ||464352.61 ||278518.18 |
|Other Income ||2986.76 ||1082.68 ||2986.76 ||1082.68 |
|Total Revenue ||467339.37 ||279600.86 ||467339.37 ||279600.86 |
|Profit/Loss before Finance Cost Depreciation and Amortization expenses and tax ||23809.34 ||10621.38 ||23809.05 ||10621.06 |
|Less: Finance Costs ||9870.33 ||8803.77 ||9870.33 ||8803.77 |
|Less: Depreciation and Amortization Expenses ||9132.46 ||9399.49 ||9132.46 ||9399.49 |
|Profit/(Loss) before exceptional items and Tax ||4806.55 ||(7581.88) ||4806.26 ||(7582.20) |
|Exceptional items || || || || |
|Profit/(Loss) before Tax ||4806.55 ||(7581.88) ||4806.26 ||(7582.20) |
|Less : Tax expense || || || || |
|Current Tax || || || || |
|Deferred Tax || || || || |
|Profit/Loss after tax ||4806.55 ||(7581.88) ||4806.26 ||(7582.20) |
|Other Comprehensive Income ||137.74 ||55.00 ||137.74 ||55.00 |
|Total Comprehensive Income ||4944.29 ||(7526.88) ||4944.00 ||(7527.20) |
|Earnings per share (Nominal value || || || || |
|per share Rs. 10/-) Basic and Diluted ||4.35 ||(686) ||4.35 ||(6.86) |
FINANCIAL PERFORMACE AND STATE OF COMPANY'S AFFAIRS
The Standalone & Consolidated Revenue of the Company (comprising ofsales and other income) for the financial year under review was Rs. 467339.37 lacs ascompared to Rs. 279600.86 lacs during the previous financial year. The Consolidated netprofit for the financial year under review was Rs. 4806.26 lacs as compared to net lossof Rs. 7582.20 lacs during the previous financial year.
Your company is committed to its vision to emerge as an efficientproducer of iron and steel products. Your Company's striving efforts for improvementin operational efficiency and reduction of production cost has resulted in increase inrevenue from operations of the Company during the year. It seeks to enhance Domestic SteelConsumption and ensure high quality steel production and create a technologically advancedand globally competitive steel industry. Your company is focused on increasing capacityutilisation of all units reducing cost and improving operational efficiency.
The COVID-19 pandemic has led to the unprecedented health crisis andhas disrupted economic activities and global trade while weighing on consumer sentiments.During the year under review the nation experienced high severity and mortality ofcitizens brought by the second wave of the ongoing COVID-19 pandemic. With intermittentnationwide lockdowns and disruption in regular economic activities there was pricevolatility of raw materials and sluggish market demand during first half of the year underreview. However the Company dealt with the pandemic by continuing to focus on operationalexcellence marketing strategies and keeping its employees and community at the core ofit.
Your Company has an integrated steel plant and manufactures differentproducts in Steel sector.
Your Company's cumulative product wise actual production detailsare given hereunder: The actual production of Sponge Iron was 214563 MT during the year2021-22 as compared to 208621 MT during the year 2020-21. For Pig Iron the actualproduction was 438461 MT and 362551 MT during the year 2021-22 and 2020-21respectively. The actual production of Steel Bars/Rods was 157132 MT during the year2021-22 as compared to 111216 MT during the year 2020-21. For Billet/MS Ingot theactual production was 101778 MT and 103708 MT during the year 2021-22 and 2020-21respectively. The actual production of Ferro Alloys was 105698 MT during the year2021-22 as compared to 75177 MT during the year 2020-21 (Ferro Alloy Included third partyConversion production of 13518 MT (18550 MT) HC Ferro Chrome). In case of Ductile IronPipe the actual production was 153839 MT and 124968 MT during the year 2021-22 and2020-21 respectively. For Sinter the actual production was 612443 MT and 513120 MTduring the year 2021-22 and 2020-21 respectively. The actual production of Coke was296523 MT during the year 2021-22 as compared to 296523 MT during the year 2020-21.
SUBSIDIARIES AND JOINT VENTURE COMPANIES Subsidiaries
As on the date of reporting your Company has two wholly ownedsubsidiaries namely Jai Balaji Steels (Purulia) Limited & Jai Balaji Energy (Purulia)Limited. n Jai Balaji Energy (Purulia) Limited
A Wholly Owned Subsidiary of your Company since 1st November 2010. Itdid not commence commercial production as on the date of reporting but has incurredmiscellaneous expenditure of Rs.14106/- during the year under review. The net loss forthe year 2021-22 is Rs. 14106/-.
Accordingly two warrant holders exercised the option for partialconversion of their holdings and out of the said 5 crore warrants 87.5 lakhs warrantswere converted into 87.5 lakhs equity shares on 22nd July 2022 which increased thepaid-up share capital of the Company from Rs.1104502860 to Rs. 1192002860. n JaiBalaji Steels (Purulia) Limited
A Wholly Owned Subsidiary of your Company since 1st November 2010. Itdid not commence commercial production as on the date of reporting but has incurredmiscellaneous expenditure of Rs.14178/- during the year under review. The net loss forthe year 2021-22 is Rs. 14178/-.
Note: The Company vide its Board Meeting held on 22.07.2022 consideredand approved a scheme of amalgamation of both the subsidiaries of the Company Jai BalajiEnergy (Purulia) Limited & Jai Balaji Steels (Purulia) Limited with the Companypursuant to Sections 230 to 232 of the Companies Act 2013 ("Scheme") subjectto receipt of requisite statutory and regulatory approvals.
Your Company continues to have two joint venture (JV) companies namelyAndal East Coal Company Private Limited and Rohne Coal Company Private Limited as on 31stMarch 2022. n Andal East Coal Company Private Limited
Andal East Coal Company Private Limited' which is underliquidation was formed in 2009-10 in which your Company along with Bhushan Steel Limitedand Rashmi Cement Limited are venture partners. The said Joint Venture Company was formedin terms of allocation of Andal Non-Coking Coal Block in the State of West Bengal byMinistry of Coal Government of India. n Rohne Coal Company Private Limited
Rohne Coal Company Private Limited' was formed in 2008-09in which your Company along with JSW Steel Limited & Bhushan Power & Steel Limitedare venture partners. The said Joint Venture Company was formed in terms of allocation ofRohne Coking Coal Block in the State of Jharkhand by Ministry of Coal Government ofIndia.
The Hon'ble Supreme Court vide its Order dated 24th September 2014 hascancelled number of coal blocks alloted to various companies. These include two coalblocks under development viz. Andal East in West Bengal and Rohne in Jharkhand allocatedto the Company jointly with other parties. None of the Companies have become or ceased tobe the Joint Ventures and Associate Company during the year under review.
In lieu of requirement of funds for total fixed expenses and operationsof the Company your Directors do not recommend a dividend for the financial year ended31st March 2022. According to Regulation 43A of the Listing Regulations the top 1000listed entities based on market capitalization calculated as on 31st March of everyfinancial year are required to formulate a dividend distribution policy which shall bedisclosed on the website of the listed entity and a web-link shall also be provided intheir annual reports. Accordingly the Dividend Policy of the Company can be accessedusing the followinglink:https://jaibalajigroup.com/wp-content/uploads/2021/12/Dividend_Distribution_Policy.pdf
TRANSFER TO RESERVES
In view of the requirement of funds for business operations of theCompany no amount has been proposed to be transferred to Reserves. Further the wholeamount has been proposed to be retained in the Profit and Loss Account.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY
No material changes and commitments have occurred after the close ofthe year till the date of this report which may affect the financial position of theCompany.
SHARE CAPITAL AND PREFERENTIAL ISSUE
The Authorized Share Capital of the Company as at 31st March 2022stands Rs. 1250000000. The Company's paid up share capital as at 31st March 2022stands at Rs. 1104502860.
The Company at its Extra-Ordinary General Meeting held on Wednesday18th May 2022 have passed the following resolutions: l issue and allotment of upto50000000 (Five crore) Warrants at a price of Rs. 52/- (Rupees Fifty two only) perwarrant determined in accordance with SEBI (ICDR) Regulations ("Issue Price")with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share ofthe face value of Rs. 10/- (Rupees Ten only) each of the Company ("EquityShares") at a premium of Rs.42/- (Rupees forty two only) per equity share for eachwarrant in one or more tranches within 18 (Eighteen) months from the date of allotmentof the warrants for total amount upto Rs. 2600000000/- (Rupees Two hundred sixtycrore only) for cash to promoters/promoter group and other than promoters/promoter groupon a preferential basis. l increase in the existing Authorised Share Capital of Rs.1250000000/- (Rupees One Hundred and Twenty Five Crores only) divided into125000000 (Twelve Crores Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten only) eachto Rs. 1650000000/- (Rupees One Hundred and Sixty Five Crores only) divided into165000000 (Sixteen Crores Fifty Lacs) equity shares of Rs. 10/-(Rupees Ten only) eachby creation of 40000000 (Four Crores) equity shares of Rs. 10/- (Rupees Ten only) eachranking pari-passu with the existing equity shares. The Board of Directors of Jai BalajiIndustries Limited (the Company') at its meeting held on 22nd July 2022considered and approved the conversion of 8750000 warrants into 8750000 Equity sharesof face value of Rs.10/- each out of total 50000000 warrants allotted on 27th May 2022on preferential allotment basis. Consequent to the aforesaid allotment the paid-up equitycapital of the Company has increased from Rs. 1104502860/- consisting of 110450286Equity Shares of Rs.10/- each to Rs. 1192002860/- consisting of 119200286 EquityShares of Rs.10/- each.
CHANGE IN NATURE OF BUSINESS IF ANY
During the year there was no change in the nature of business of theCompany or its subsidiaries.
During the year under review your Company has not accepted anydeposits from the public. Further no amount of deposit remained unpaid or unclaimed atthe end of the year i.e. as on 31st March 2022. Subsequently no default has been made inrepayment of deposits or payment of interest thereon during the year.
CONSOLIDATED FINANCIAL STATEMENTS
While consolidating the accounts of the Company the financials of itsjoint venture companies namely Andal East Coal Company Pvt. Ltd. (AECCPL) and Rohne CoalCompany Ltd.(RCCPL) are not consolidated. The Hon'ble Supreme Court vide its Orderdated 24th September 2014 has cancelled number of coal blocks allotted to variouscompanies. These include two coal blocks under development viz. AECCPL in West Bengal andRCCPL in Jharkhand allocated to the company jointly with other parties.
Pursuant to Section 129(3) of the Companies Act 2013 and rules madetherein a statement containing salient features of the financial statement of thesubsidiaries 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 subsidiariesand joint ventures are also provided in the said Annexure.
As per the provisions of Section 136 of the Act the standalonefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited accounts in respect of subsidiaries are available on thewebsite of the Company viz. www.jaibalajigroup.com. These documents are also availablefor inspection at the Registered Office of the Company during business hours.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Changes in Directors and KMP
In accordance with the provisions of Section 152 of the Companies Act2013 and the Company's Articles of Association Shri Bimal Kumar Choudhary (DIN:08879262) is liable to retire by rotation at the 23rd Annual General Meeting and beingeligible offers himself for re-appointment. Based on the recommendations of the Nominationand Remuneration Committee the Board recommends the re-appointment of Shri Bimal KumarChoudhary (DIN: 08879262) as director liable to retire by rotation.
Based on the recommendation of the Nomination and RemunerationCommittee the Board of Directors of the Company at its meeting held on 27th May 2022 hasapproved the re-appointment of Shri Aditya Jajodia (DIN 00045114) as Managing Director ofthe Company in accordance with the provisions of the Companies Act 2013 and the rulesmade there under (including any statutory modification or re-enactment thereof) andsubject to approval of the members and such other authorities as may be required for afurther period of 5 (five) years commencing from 22nd day of July 2022 and approved theterms and conditions of his re-appointment.
The Board of Directors of the Company at its meeting held on 13thAugust 2022 has approved the following appointment/re-appointment based on therecommendation made by the Nomination and Remuneration Committee and in accordance withthe provisions of the Companies Act 2013 and the rules made there under (including anystatutory modification or re-enactment thereof)
l Appointment of Shri Rajiv Jajodia (DIN:00045192) and Shri GauravJajodia (DIN:00028560) as Whole-time Directors of the Company w.e.f. 01.09.2022 for aperiod of 3 (three) years subject to approval of the members and such other authorities asmay be required
l Re-appointment of Shri Sanjiv Jajodia as a Whole-time Director andChief Financial Officer of the Company for a period of 3 (three) years with effect from30th June 2023.
The brief resume and other details as required under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 of theDirector(s) seeking approval of the members for the appointment/reappointment at theensuing Annual General Meeting have been incorporated in the notice of the Twenty ThirdAnnual General Meeting of the Company along with brief details about them.
None of the directors are disqualified for being appointed asDirectors as specified in Section 164(2) of the Companies Act 2013 and Rule 14(1) of theCompanies (Appointment and Qualification of Directors) Rules 2014.
In terms of the Rule 6 of the Companies (Appointment and Qualificationof Directors) Rules 2014 all independent directors of the Company have enrolledthemselves on the independent directors databank and have undergone the online proficiencyself-assessment test within the specified timeline unless exempted under the aforesaidrules.
During the year there has been no other change in the Key ManagerialPersonnel of the Company. Details pertaining to their remuneration have been provided inthe copy of Annual Return available on the website of the Company under the weblink:https://www.jaibalajigroup.com/annual-return
None of the directors including the Whole Time Director and the CFOreceived any remuneration or commission from any of the Company's subsidiaries duringthe previous year.
b. Statement of declaration given by Independent directors
Pursuant to the provisions of Section 149 of the Act all theindependent directors have furnished the requisite declarations under Section 149(7) thateach of them meet the criteria of independence as provided in Section 149(6) of the Actalong with Rules framed thereunder and Regulation 16(1)(b) of the SEBI ListingRegulations. There has been no change in the circumstances affecting their status asindependent directors of the Company.
c. Separate Meeting of Independent Directors of the Company
Details of Separate meeting of Independent Directors held in terms ofSchedule IV of the Companies Act 2013 and Regulation 25(3) of the Listing Regulations aregiven in Corporate Governance Report.
d. Familiarization programme for Independent Directors
In terms of Regulation 25 of the Listing Regulations the Company isrequired to conduct various programmes for the Independent Directors of the Company tofamiliarize them with their roles rights responsibilities in the Company nature ofIndustry in which the Company operates business model of the Company etc.
The details of such familiarisation programmes are available at thewebsite of the Company at:https://jaibalajigroup.com/familiarization-programmes-imparted-to-independent-directors/
COMMITTES OF THE BOARD
The Company has various Board level committees in accordance with therequirement of Companies Act 2013. The Board has the following committees as under:
l Audit Committee l Nomination and Remuneration Committee lStakeholders' Relationship Committee l Management (Finance) Committee l CorporateSocial Responsibility Committee l Internal Complaints Committee l Risk ManagementCommittee
All the recommendations made by the Committees of the Board includingthe Audit Committee were accepted by the Board.
The Board meets at regular intervals to discuss and decide on businesspolicy and strategy apart from other Board Business. During the year under review 5(Five) meetings were convened and held on 29th May 2021; 30th June 2021; 14th August2021; 15th November 2021; and 11th February 2022 the details of which are given in theCorporate Governance Report. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013 as well as Listing Regulations.
A detailed report on the Board its Committees its compositiondetailed charter including terms of reference number of Board and Committee meetings heldand attendance of the directors at each meeting is provided in the report on the CorporateGovernance which forms part of this report.
The Board carried out an annual performance evaluation of its ownperformance the performance of the Independent Directors individually as well as theevaluation of the working of the committees of the Board. The performance evaluation ofall the directors was carried out by the Nomination and Remuneration Committee. Theperformance evaluation of the Chairman and the Non-Independent Directors was carried outby the Independent Directors. Details of the same are given in the Report on CorporateGovernance annexed hereto.
The Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and (5) of the Act the Board ofDirectors to the best of their knowledge and ability state and confirm that:-
1. In the preparation of annual accounts for the financial year ended31st March 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures;
2. We have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on 31st March 2022and of the loss of the Company for the year ended on that date;
3. We have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. The annual accounts for the financial year ended 31st March 2022have been prepared on a going concern basis;
5. Internal financial controls to be followed by the Company were laiddown and that such internal financial controls were adequate and were operatingeffectively;
6. Proper systems were devised to ensure compliance with the provisionsof 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 andRemuneration policy which includes the terms and conditions for appointment and payment ofremuneration to the Directors and Key Managerial Personnel (KMP) and other seniormanagement personnel including criteria for determining qualifications positiveattributes independence of a director as per Schedule IV of the Companies Act 2013. Thesaid policy has been made available on the website of the Company www.jaibalajigroup.comunder the weblinkhttps://www.jaibalajigroup.com/wp-content/uploads/2021/02/nomination-remuneration-policy.pdf.The same is attached as "Annexure B" and forms integral part of thisReport.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of Section 135 of Companies Act2013 and rules made there under your Company has a Corporate Social ResponsibilityCommittee. The terms of reference of the Corporate Social Responsibility Committee isprovided in the Corporate Governance Report. The Corporate Social Responsibility Policy(CSR Policy) formulated under recommendation of Corporate Social Responsibility Committeeis available under the web link"https://www.jaibalajigroup.com/wp-content/uploads/2021/02/corporate-social-responsibility-policy.pdf".
Further as per the requirement of Section 135 of the Companies Act2013 the companies specified therein are required to spend at least two percent of theaverage net profits made during the three immediately preceding financial years towardsCSR activities.
Your Company has incurred losses during the immediately preceding threefinancial years; hence the said requirement of spending at least two percent of theaverage net profits made during the three immediately preceding financial years towardsCSR activities was not applicable to your Company for the financial year 2021-2022.
However CSR and Sustainable Development has always been one of theleading priorities of the Company and the Company continues to undertake a wide range ofCSR activities to contribute towards welfare and betterment of the society. During theyear under review the Company was involved in various social activities such ascontribution of oxygen concentrators during the second wave of covid pandemiccontribution for developments of sports and contribution to organisation named "CRYChild Rights &You". Therefore as a good corporate practice and for bettergovernance the Company shall continue to strive towards spending for CSR the way it hasbeen doing in past years.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors and employees to report their concern about unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct orethics policy and also report instances of leak of unpublished price sensitiveinformation. The policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. Your company hereby affirms that no Director/employee has beendenied access to the Chairman of the Audit Committee.
The details of the Whistle Blower Policy is available on yourCompany's website viz. www.jaibalajigroup.com under the weblinkhttps://jaibalajigroup.com/wp-content/uploads/2021/02/whistle-blower-policy.pdf
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts arrangements and transaction entered into by the Companywith related parties during the financial year 2021-2022 were in the ordinary course ofbusiness and on an arm's length basis. During the year the company did not enterinto any transaction contract or arrangement with related parties that could beconsidered material in accordance with the Company's policy on dealing with relatedparty transactions. Accordingly the disclosure in Form AOC-2 in terms of Section 134 ofthe Companies Act 2013 is not applicable. There have been no materially significantRelated Party Transactions entered into by the Company during the year under review. Allrelated party transactions are mentioned in Note No.44 of the Notes to FinancialStatements. There are no other transactions of the Company apart from those mentionedabove in Note no. 44 with any person or entity belonging to the promoter/promoter groupwhich hold(s) 10% or more shareholding in the Company. Prior omnibus approval is obtainedfor RPTs which are of a repetitive nature and entered in the ordinary course of businessand are at arm's length. All RPTs are placed before the Audit Committee and the Board forreview and approval on a quarterly basis.
The Company has formulated a policy on related party transactions forpurpose of identification and monitoring of such transactions. The policy intends toensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and related parties. During the year under review thePolicy has been amended to incorporate the regulatory amendments in the SEBI ListingRegulations. The updated Policy can be accessed on the Company's website atwww.jaibalajigroup.com under the weblinkhttps://jaibalajigroup.com/wp-content/uploads/2022/05/Related_Party_Policy.pdf
The Company has formulated a Risk Management Policy. The said policy isreviewed by the Audit Committee and the Board of Directors on regular basis. The RiskManagement Committee of the Board was constituted during the Financial Year under reviewto enhance the focus on risk identification and mitigation and to comply with thestatutory provisions.
The policy contains a detailed framework of risk assessment byevaluating the probable threats taking into consideration the business line of theCompany monitoring the risks so assessed and managing them well within time so as toavoid hindrance in its growth objectives that might in any way threaten the existence ofyour Company. The details of the same are covered in the Corporate Governance Reportforming 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 havean overall responsibility for ensuring that the Company has implemented a robust systemand framework of internal financial controls.
JBIL has laid down an adequate system of internal controls policiesand procedures for ensuring orderly and efficient conduct of the business includingadherence to the company's policies safeguarding of its assets prevention anddetection of frauds and errors accuracy and completeness of the accounting records andtimely preparation of reliable financial disclosures. The internal financial controls areadequate and operating effectively. Effectiveness of internal financial controls isensured through management reviews controlled self-assessment and independent testing bythe internal Audit Team.
The members of the Audit Committee of your Company are well versed withthe financial management. Pursuant to the provisions of Section 138 of the Act read withRule 13 of The Companies (Accounts) Rules 2014' your Company has appointed M/sAgrawal Tondon & Co. Chartered Accountants of Room No - 7 1st Floor 59 BentinckStreet Kolkata - 700 069 as the Internal Auditor of the Company who also evaluates thefunctioning and quality of internal controls and reports its adequacy and effectivenessthrough periodic reporting.
The Internal Auditor submits detailed reports periodically to themanagement and the Audit Committee. The Audit Committee actively reviews the adequacy andeffectiveness of the internal audit functions of your Company and monitors theimplementation of the same. The Committee also calls for comments of the internal auditorsabout the Company's internal controls scope of audit as and when required whichgives them an additional insight on the assessment of such controls. Such adequateinternal control system helps in identification of potential operation processes.
BUSINESS RESPONSIBILITY REPORT
Regulation 34(2) of the Listing Regulations inter alia provides thatthe annual reports of the top 1000 listed entities based on market capitalisation(calculated as on March 31st of every financial year) shall include a BusinessResponsibility Report (BRR). As on 31st March 2021 the Company is amongst the top 1000listed entities based on market capitalization at NSE.
Accordingly the company has presented its Business ResponsibilityReport for the financial year 2021-22 as Annexure C.
The Company is committed to pursuing its business objectives ethicallytransparently and with accountability to all its stakeholders. The Company believes indemonstrating responsible behaviour while adding value to the society and the communityas well as ensuring environmental well-being with a long-term perspective.
AUDITORS AND AUDITORS' REPORT
M/s. S. K. Agrawal And Co. Chartered Accountants LLP (formerly known asM/s. S. K. Agrawal & Co. ) Chartered Accountants have been appointed as the StatutoryAuditors of the Company at the 21st AGM held on 29th October 2020 to hold office from theconclusion of that AGM till the conclusion of the 24th AGM.
The reports given by the Auditors M/s. S. K. Agrawal And Co. CharteredAccountants LLP Chartered Accountants on the standalone and consolidated financialstatements of the Company for the year ended 31st March 2022 form part of this AnnualReport and contains the following qualifications: The Company has not provided forinterest amounting to Rs. 157680.94 Lacs of which Rs. 29938.85 Lacs pertains to thecurrent financial year on various loans and credit facilities availed from banks andfinancial institution on the ground that same is being treated as Non-Performing Assets bythe lenders. Due to this reason profit for the current financial year has been overstatedby Rs. 29938.85 Lacs and accordingly loss for the year ended 31st March 2022 would havebeen Rs. 25132.30 Lacs instead of the profit of Rs. 4806.55 Lacs. Further due to thisthe reserve and surplus of the Company would have been at a negative balance of Rs.335001.18 Lacs. The Board is of the view that the secured lenders of the Company havemostly assigned their debts to various ARC's or settled through one time settlementscheme. The debt acquired by Edelweiss Assets Reconstruction Company Limited has alreadybeen restructured and subsequent repayment has been started. The Company is in activediscussion/ negotiation with Omkara Assets Reconstruction Private Limited forrestructuring of debt which has been assigned to them. The rest of the debts have beensettled through OTS. In view of the above. the Company has stopped providing interest inbooks but continues to accumulate separately. The accumulated interest not provided till31st March 2022 is estimated at Rs. 157680.94 lacs. The statement on impact of AuditQualification is annexed to this report as Annexure-"D".
The Auditors in their report have stated five points in the pararelating to "Emphasis of matter" of the Independent Auditors Report. Theresponse of your director on them is as follows:
With respect to point 1 of the para Emphasis of Matter theclarification/details of the same is provided in Note 20 of the financialstatement. With respect to point 2 the clarification/details of the same is provided inNote 60 of the financial statement. With respect to point 3 theclarification/details of the same is provided in Note 63 of the financialstatement. With respect to point 4 the clarification/details of the same is provided inNote- 39A of the financial statement. With respect to point 5 the clarification/detailsof the same is provided in sub Note - 7 under note - 20 of the financial Statement. Themanagement has credited the gain in Canara bank One Time Settlement through capitalreserve based on the opinion given in the Supreme Court ruling in the case of Mahindra andMahindra Ltd (TS-220-SC-2018) and similar decisions by various high courts subsequent tothe above case.
Other observations made by the Statutory Auditors in their report forthe Financial year ended 31st March 2022 read with the explanatory notes to accounts areself-explanatory and therefore do not call for any further elucidation.
The Auditors of the Company have not reported any fraud in terms of thesecond proviso to Section 143(12) of the Act.
Pursuant to Section 148(2) of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended the cost audit recordmaintained by the Company is required to be audited. M/s. Mondal & Associates CostAccountants has been the Cost Auditor of the Company for the F.Y. 2021-22. The Board ofDirectors on the recommendation of the Audit Committee re-appointed M/s. Mondal &Associates Cost Accountants Kolkata for conducting the cost audit of the Company forFinancial Year 2022-2023.
As required under the Companies Act 2013 the remuneration payable tothe Cost Auditors for the financial year 2022-23 is required to be ratified by the membersof the Company. Accordingly resolution seeking members ratification for remuneration tobe paid to Cost Auditors is included in the Notice convening Annual General Meeting.
Your Company has filed the Cost Audit Report for the financial year2020-21 with the Registrar of Companies Ministry of Corporate Affairs in the XBRL modeduring the year under review.
Pursuant to the provisions of Section 204 of the Companies Act 2013read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the company appointed M/s MKB & Associates Practising Company Secretaryto undertake the Secretarial Audit of the Company for the financial year 2021-2022. TheSecretarial Audit Report for the financial year ending 31st March 2022 forms part of theBoard's Report as Annexure-"E".
The Secretarial Auditors' Report to the shareholders for the yearunder review does not contain any qualification reservation adverse remark or disclaimerexcept a remark that the Unaudited Financial Results for the quarter ended 30th September2021 were not submitted to the Stock Exchanges within 45 days from the end of the quarter.The Board hereby submits that there had been a delay of just one day in placing theUnaudited Financial Results of the Company for the quarter ended 30th September 2021before the Board and consequently in submission to Stock Exchange due to some reasonsbeyond the control of the management. The Company was hopeful of finalizing the financialresults within the stipulated time. However due to resurgence of Covid-19 and the festiveholidays in West Bengal had created difficulties in completion of the accounts work ontime. Moreover some of the key staffs from the accounts department of the Company hadcontracted the virus and have been in isolation due to which the Company was facingchallenges in providing papers/documents/data and resolving queries raised in audit tocomplete the audit procedure. Subsequently a meeting of the Board of Directors of theCompany was duly held on 15th November 2021 to consider approve and take on recordamongst other items of Agenda the Unaudited Financial Results of the Company for thequarter ended 30th September 2021 and the said Results was duly submitted to therespective Stock Exchanges. The observations if any made in the SecretarialAuditors' Report are self-explanatory and therefore do not call for any furtherelucidation. The Company has also undertaken an audit for the FY 2021-22 pursuant to SEBICircular No. CIR/CFD/CMO/I/27/2019 dated February 08 2019 for all applicable compliancesas per the Securities and Exchange Board of India Regulations and Circular/ Guidelinesissued thereunder. The Report (Annual Secretarial Compliance Report) has been dulysubmitted to the Stock Exchanges for the financial year ended March 31 2022.
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 Companyunder the weblink https://www.jaibalajigroup.com/annual-return
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of Loans Guarantees and Investments as on the financialyear ended 31st March 2022 as covered under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014are given in Note No. 6 14 16 and 44 of the notes to Financial Statements provided inthe Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
No significant or material orders have been passed by any regulators orCourts or Tribunals impacting the going concern of the Company and its future operations.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to provisions of the Companies Act 2013 the declareddividends which are unpaid or unclaimed for a period of seven years shall be transferredby the Company to the Investor Education and Protection Fund (IEPF) established by theCentral Government.
Accordingly the unpaid or unclaimed dividend remaining unpaid orunclaimed for a period of seven years from the date they became due for payment have beentransferred to the IEPF established by the Central Government and no balance of suchamount is lying with the Company as on date.
Pursuant to section 124(6) of the Companies Act 2013 read with theInvestor 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 orclaimed 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 suchshares are underlying with the Company as on date. Any person whose unclaimed or unpaidamount along with shares if any has been transferred by the Company to IEPF Authoritymay claim their refunds from the IEPF Authority by accessing the following link:http://www.iepf.gov.in/IEPF/refund.html.
Maintaining high standards of Corporate Governance has been fundamentalto the business of your Company since its inception. The Company constantly endeavors tofollow the corporate governance guidelines and best practices sincerely and disclose thesame transparently. The Board is conscious of its inherent responsibility to disclosetimely and accurate information on the Company's operations performance materialcorporate events as well as on the leadership and governance matters relating to theCompany. The Company has complied with the requirements of the Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirements) Regulations 2015regarding corporate governance. A report on the Corporate Governance practices and theAuditors' Certificate on compliance of mandatory requirements thereof are given as anannexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed report on the Management Discussion & Analysis isprovided as a separate section in the Annual Report.
Particulars of Conservation of Energy Technology Absorption ForeignExchange Earnings and Outgo
The relevant information on conservation of energy technologyabsorption 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 givenin Annexure "F" forming part of this Annual Report.
PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as requiredunder section 197(12) read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are annexed to this report as Annexure "G".
The statement containing names of employees in terms of remunerationdrawn and their other details as required to be furnished under Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedin a separate annexure forming part of this report. Further the report and the accountsare being sent to the Members excluding the aforesaid annexure. In terms of Section 136 ofthe 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.
Your Company does not have any other employee whose particulars arerequired to be furnished under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE IN ACCORDANCE WITH THEPROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT AND POLICY ON PREVENTION OF SEXUALHARASSMENT AT WORKPLACE
An Internal Complaints Committee (ICC) has been constituted inaccordance with the provisions of the Prevention of Sexual Harassment Act to redresscomplaints received regarding sexual harassment and all the provisions regarding theconstitution are complied with.
The Company has a zero tolerance towards sexual harassment at theworkplace and has adopted a Policy on "Prevention of Sexual Harassment of Women atWorkplace" and matters connected therewith or incidental thereto covering all theaspects as contained under "The Sexual Harassment of Women at Workplace (ProhibitionPrevention and Redressal) Act 2013".
The role of ICC is not restricted to mere redressal of complaints butalso encompasses prevention and prohibition of sexual harassment.
During the year under review the Company has organized anAwareness/Orientation Programme for its female employees on 4th December 2021 to createawareness among them regarding their fundamental rights and give insight of the lawrelating to Prevention of Sexual Harassment of woman at work place. The Company have notreceived any Complaints pertaining to Sexual Harassment.
POLICY ON PREVENTION OF INSIDER TRADING
Your Company has adopted a Code for Prevention of Insider Trading witha view to regulate trading in equity shares of the Company by the Directors and designatedemployees of the Company. The said Code of Conduct is available on the website of theCompany at www.jaibalajigroup.com under the weblinkhttps://jaibalajigroup.com/wp-content/uploads/2021/02/policy-for-insider-trading.pdf. TheCode requires preclearance for dealing in Company's shares and prohibits the purchaseor sale of shares in your company by the Directors and designated employees while theyare in possession of unpublished price sensitive information and also during the periodwhen the Trading Window remains closed.
The equity shares of your Company are listed on the National StockExchange of India Limited (NSE) and the BSE Limited (BSE).
Both NSE and BSE have nationwide trading terminals which enable theshareholders/investors to trade in the shares of your Company from any part of the countrywithout any difficulty.
Your Directors take this opportunity to appreciate their suppliersvendors investors financial institutions/banks Central Government State Governmentall regulatory and government authorities and all other business associates for theircontinued support and co-operation extended by them to the Company
Your Directors wish hereby to place on record their appreciation of theefficient and loyal services rendered by each and every employee worker staff andexecutive of the Company.
| ||On behalf of the Board of Directors |
| ||Sd/- |
| ||Aditya Jajodia |
|Place: Kolkata ||Chairman & Managing Director |
|Date: 13th August 2022 ||(DIN : 00045114) |