Dear Members,
Your Directors present the Thirty Ninth Annual Report of John Cockerill
India Limited ("the Company") on the business and operations of the Company,
together with the audited financial statements for the year ended December 31,2024.
FINANCIAL PERFORMANCE
(Rs in lakhs)
| Particulars |
For the year ended December 31, 2024 |
For the nine months ended December 31, 2023 |
| Total Income |
39,360.41 |
67,280.43 |
| Profit before depreciation and amortisation expense, finance
costs and tax expense |
108.91 |
3,225.17 |
| Less : |
|
|
| Depreciation and amortisation expense |
597.15 |
385.14 |
| Finance costs |
228.31 |
233.01 |
| Profit / (Loss) before Tax |
(716.55) |
2,607.02 |
| Less : Tax expense : |
|
|
| Current tax |
208.21 |
625.17 |
| Deferred tax |
(386.55) |
(182.07) |
| Profit / (Loss) for the year / period |
(538.21) |
2,163.92 |
| Other comprehensive income / (loss) for the year / period,
net of tax |
(140.19) |
(12.83) |
| Total comprehensive income / (loss) for the year / period |
(678.40) |
2,151.09 |
The performance for the current year is not directly comparable to that
of the previous period due to a change in the duration of the financial year. The current
year comprises twelve months, whereas the previous period covered nine months.
HIGHLIGHTS OF THE FINANCIAL PERFORMANCE AND STATE OF COMPANY'S
AFFAIRS
Financial and Operational Performance
The Company has faced various challenges during the year under review
and as a result, it has impacted the performance during the year :
• Starting with a healthy order backlog, the Company focused on
executing its largest project for AMNS and achieved 95% completion by December, 2024.
• Revenue from operations decreased by 42% from Rs 666.61 crores
for the nine months period April to December, 2023 to Rs 388.73 crores for the year ended
December, 2024.
• Operating profit (PBDIT) has decreased by 97% from Rs 32.25
crores in the nine months period April to December, 2023 to Rs 1.09 crores for the year
ended December, 2024.
• The Company received new orders worth Rs 308.8 crores during the
year.
Global Outlook
The global steel industry is projected to see moderate growth between
2025 and 2030. According to Bronk & Company, global steel demand is expected to rise
from 1.8 billion tons in 2020 to approximately 2.0 billion tons by 2030, reflecting an
average annual growth rate of about 1.06%. This growth will be driven primarily by
developing countries, particularly India and regions in Africa, undergoing rapid
industrialization. In contrast, China's steel demand is anticipated to stabilize, moving
away from its prior exponential growth.
In North America, the alloy steel market is projected to grow at a
compound annual growth rate (CAGR) of 4.5% from 2025 to 2030, with revenues increasing
from USD 4.83 billion in 2024 to USD 6.05 billion by 2030.
Overall, the global steel market was valued at USD 878.2 billion in
2023 and is expected to grow at a CAGR of 2.9% from 2024to 2030. However, the industry
faces challenges such as weak demand from China, which could lead to lower global iron and
steel prices in the coming years. Structural pressures in China's housing market,
including demographic changes, are expected to reduce the demand for additional housing
and, consequently, steel consumption.
By 2030, the global steel industry is expected to make significant
strides toward sustainable growth. As green steel technologies mature, the production of
low-carbon steel is likely to increase as a share of total global output. While challenges
related to cost and infrastructure remain, the industry's sustainability transition will
be driven by:
• Innovation in steelmaking technologies (e.g., hydrogen-based
processes, electrification).
• Increasing demand for green products.
• Government support for decarbonization and green steel
production incentives.
In conclusion, the shift toward green steel is not just a step toward
sustainability but a crucial factor in driving long-term growth for the global steel
industry. As industries and countries commit to reducing their carbon footprints, the
demand for green steel will play a pivotal role in achieving climate goals while fostering
economic growth.
In summary, while moderate growth is anticipated in the global steel
industry from 2025 to 2030, regional variations and market dynamics will significantly
influence the industry's trajectory.
India Outlook
India's steel industry is set for substantial growth between 2025 and
2030, with projections indicating that production capacity will rise from approximately
180 million metric tons to over 300 million metric tons by 2030. This expansion is fueled
by strong domestic demand, particularly from infrastructure development and a growing
economy.
Key Factors Driving the Outlook
• Government Initiatives: The Indian government is actively
supporting the steel sector through various measures, including significant investments in
infrastructure and incentives for adopting sustainable practices. The Ministry of Steel
has requested Rs 150 billion (about $1.74 billion) from the federal budget to encourage
the production of low-carbon steel, aiming to reduce emissions and promote green
technologies.
• Capacity Expansion: Major steel producers are investing in
capacity expansion and modernization. For instance, JSW Steel's acquisition of NSL Green
Steel Recycling in September, 2023 underscores the industry's commitment to enhancing
production capabilities and reducing carbon footprints.
• Sustainability Challenges: While the steel industry is poised
for growth, it faces challenges related to environmental sustainability. The Global Energy
Monitor has raised concerns that the increasing reliance on coal-powered steelmaking could
hinder India's net-zero emission goals. Addressing these concerns will be crucial for
aligning industry growth with environmental objectives.
• Market Dynamics: The industry also faces challenges from rising
imports of cheap steel, which have affected domestic producers' market share and reduced
capacity utilization rates. This trend raises concerns about the competitiveness of Indian
steel manufacturers.
Impact of the Latest Budget
In the2024-25 budget, the Indian government allocated significant funds
for various sectors, including the steel industry. The Finance Minister announced $24
billion for job initiatives over the next five years and $32 billion for rural development
in the current year. While these measures are not specifically targeted at the steel
sector, they are expected to stimulate economic growth and infrastructure development,
indirectly benefiting steel demand.
Additionally, the steel ministry's request for Rs 150 billion to
incentivize low-carbon steel production highlights the strategic focus on sustainability
within the industry. This initiative aligns with India's broader environmental goals.
Government Initiatives for Steel Growth and Sustainability
• Production Linked Incentive (PLI) Scheme 2.0: The government is
developing PLI 2.0 to further enhance steel production capabilities. This initiative aims
to promote the use of scrap steel and the adoption of advanced technologies, including
artificial intelligence, to boost output and reduce carbon emissions. The scheme is
expected to contribute to achieving India's target of increasing steel manufacturing
capacity to 300 million metric tons by 2030.
• Investment in Sustainable Steel Production: The Ministry of
Steel has requested Rs 150 billion from the federal budget to incentivize low-carbon steel
production. This funding will support the adoption of green technologies and practices,
aligning with India's environmental goals.
• Addressing Import Concerns: The government is considering
measures to curb the surge in steel imports, particularly from countries like China and
Vietnam, which have impacted domestic producers. The Indian Steel Association has raised
concerns about the dumping of steel products and is advocating for strong actions to
protect the domestic market.
• Raw Material Supply and Technological Advancements: Efforts are
being made to ensure a steady supply of raw materials for the steel sector. The government
is also promoting the use of scrap steel and encouraging the adoption of new technologies
to improve production efficiency and sustainability.
These initiatives underscore the government's commitment to supporting
the steel industry's growth, sustainability, and competitiveness in the global market. In
conclusion, India's steel industry is on track for significant growth from 2025 to 2030,
driven by government initiatives, capacity expansion, and favourable market conditions.
However, addressing sustainability challenges and market dynamics will be essential to
ensure that growth is both robust and environmentally responsible.
Business Development
The Company is a cornerstone of John Cockerill Industry's global metals
strategy, seamlessly integrating into its product and growth roadmap. As an ISO 9001:2015
and ISO 45001:2018 certified engineering company and a global center of excellence for
cold rolling mill complexes, we lead the world in reversible cold rolling mill technology.
Our expertise spans processing lines, rolling mills, thermal and chemical treatment
processes, and auxiliary steel treatment equipment.
Strategically positioned in India, we serve as a crucial hub for
expanding John Cockerill Industry's presence in South-East Asia. Our geographic advantage,
combined with dedicated business development resources across key regional markets,
enables us to actively support investment projects worldwide — whether through
standalone proposals or collaborations with other John Cockerill Group entities.
Beyond our role in engineering, sourcing, and manufacturing, we play a
vital part in bringing John Cockerill Industry's latest innovations to market. As
breakthrough technologies from the Group's R&D pipeline reach maturity, we drive their
adoption in India and beyond. These include revolutionary advancements in metals coating
and decarbonization of thermal processes in steel production, setting new industry
standards for sustainability and efficiency.
John Cockerill Industry, our global parent entity, is at the forefront
of technological innovation in steel and non-ferrous industries. With expertise in
designing, supplying, and modernizing cold rolling mills, processing lines, and surface
treatment installations, it provides cutting-edge solutions that enhance production
efficiency and sustainability.
By combining global expertise with localized excellence, the Company is
uniquely positioned to drive innovation, expand market reach, and enhance service and
automation capabilities. Our role in supporting the Group's advanced technological
solutions ensures that we continue to lead in the industry while contributing to a more
sustainable future for metals production.
Material changes affecting the Company
As informed in the last Annual Report, for the purpose of consolidating
the accounts of the Company with its parent Company outside India, the Company revised the
financial year from April - March to January -
December. The financial year of the Company starts from January 1 and
ends on December 31 of every year.
Apart from this, there have been no material changes and commitments
affecting the financial position of the Company which have occurred between the end of the
financial year to which the financial statements related to and date of this report. There
has been no change in the nature of business of the Company.
DIVIDEND
In view of the loss for the year under review and the need to conserve
resources during the difficult times, the Directors have, with regret, decided not to
recommend any dividend for the year ended December 31, 2024. The Company has not
transferred any amount to General Reserve.
The Board of Directors, at its meeting held on February 20, 2025, has
approved a Dividend Distribution Policy. The Dividend Distribution Policy is available on
the website of the Company at https://johncockerillindia.
com/investors/dividend-distribution-policy/
GROUP ACTIVITIES
John Cockerill SA, the Holding Company is part of the John Cockerill
Group having a presence in sectors like Energy, Defense, Industry, Environment and
Services. The Company is a part of the Industry Sector within the John Cockerill Group.
The Company continues to have a close, collaborative relationship with
customers supported by an extended global network of offices aligned with customer
locations. John Cockerill Group invests heavily in R & D activities and investments
have been made to support long-term profitable growth and extend help to the customers in
value creation.
The John Cockerill Group has been extremely supportive of its Indian
operations and continues to provide constant support in terms of strategy, technology,
research and development, systems, manufacturing, project management, human resources,
etc.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company does not have any Subsidiary, Joint Venture or Associate
Company as defined in the Companies Act, 2013. Hence, no details are to be provided in
Form AOC-1.
In accordance with the provisions of Section 136 of the Companies Act,
2013 ("the Act"), the audited financial statements and related information of
the Company are available on the website of the Company at www.johncockerillindia.com.
SHARE CAPITAL
During the year under review, there was no change in the Authorised
Share Capital of the Company. The Authorised Share Capital of the Company is Rs 1,000
lakhs divided into 80,00,000 equity shares of Rs 10/- each and 2,00,000 Preference Shares
of Rs 100/- each.
There was no change in the capital structure of the Company during the
year under review.
The details of the share capital as on December 31, 2024 is provided
below :
| Particulars |
Rs in lakhs |
| Authorised Share Capital |
1,000.00 |
| Paid up Share Capital |
493.78 |
| Listed Capital |
493.78 |
During the year under review, the Company has neither issued any shares
(including shares with differential voting rights) nor granted stock options or sweat
equity.
CERTIFICATION / RE-CERTIFICATION
Both the plants of the Company have undergone Surveillance Audits and
were certified for ISO 45001:2018 (Occupational Health & Safety Management System) and
re-certified for ISO 9001:2015 (Quality Management System).
The Senior Management reviews the Occupational Health & Safety
Management System performance periodically. Focus on new initiatives involving all
stakeholders, coupled with management reviews, has helped the Company to demonstrate
further steps towards excellence in Occupational Health & Safety Management System.
DEPOSITS
There were no outstanding deposits within the meaning of Section 73 and
74 of the Act read with the Rules made thereunder at the end of the year or the previous
financial years / period. The Company did not accept any deposit during the year under
review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The changes in the composition of the Board of Directors
("Board") and Key Managerial Personnel of the Company during the year under
review are as under :
As informed during the last year Annual Report, Mr. N. Sundararajan
(DIN : 00051040) completed his two consecutive terms of 5 (five) years and hence retired
as a Non-Executive Independent Director of the Company, effective from the close of
working hours of March 31, 2024.
The appointment of Ms. Anupama Vaidya (DIN : 02713517) and Ms. Anjali
Gupte (DIN 00104884) as Independent Directors on the Board of the Company for their first
term of 5 (five) consecutive years with effect from April 1, 2024 was approved by the
members at the last Annual General Meeting ("AGM") held on May 14, 2024. The
Board is of the opinion that Ms. Anupama Vaidya and Ms. Anjali Gupte possesses the
requisite expertise, integrity, experience and proficiency required to fulfil their duties
as Independent Directors.
Mr. Nandkumar Dhekne (DIN : 02189370) completed his first term of 5
(five) consecutive years as a Non-Executive Independent Director of the Company on
February 6, 2025. The members of the Company approved the re-appointment of Mr. Nandkumar
Dhekne for the second term of 5 (five) consecutive years till February 6, 2030 by way of a
special resolution at the last AGM held on May 14, 2024.
The Board at its meeting held on May 13, 2024 noted the resignation of
Mr. Sebastien Roussel (DIN : 09663609) as Non-Executive NonIndependent Director
(designated as Chairman) of the Company on account of his change in employment in a joint
venture of John Cockerill, with effect from the close of working hours of May 14, 2024.
The Board at its meeting held on May 13, 2024, on the basis of the
recommendation of the Nomination and Remuneration Committee ("NRC") appointed
Mr. Francois-David Martino (DIN : 10593380) as a Non-Executive Non-Independent Director
with the designation as Chairman of the Company, liable to retire by rotation, with effect
from May 15, 2024 subject to the approval of the members. The members of the Company
through Postal Ballot approved the appointment of Mr. Francois-David Martino as a Director
of the Company.
Mr. Yves Honhon (DIN : 02268831), Non-Executive Non-Independent
Director of the Company resigned as a Director of the Company coinciding with his
retirement as Director & Group CFO at John Cockerill SA, Holding Company effective
from the close of working hours of August 31, 2024. The Board at its meeting held on July
31, 2024, on the recommendation of NRC, appointed Mr. Frederic Lemaitre (DIN : 10475793)
as an Non-Executive Non-Independent Director subject to approval of the members with
effect from September 1, 2024. The appointment of Mr. Frederic Lemaitre was approved by
the members of the Company through Postal Ballot.
During the year under review, Ms. Roma Balwani (DIN : 00112756)
completed her second term of 5 (five) consecutive years and hence retired as an
Independent Director of the Company with effect from October 28, 2024. Ms. Balwani was
initially appointed as a Director on the Board of the Company on October 28, 2014 and
subsequently re-appointed for her second term commencing from October 28. 2019.
The Board at its meeting held on November 29, 2024 noted the
resignation of Mr. Praveen Kadle (DIN : 00016814), Independent Director of the Company
with effect from the close of working hours of November 30, 2024. The Board, on the
recommendation of the NRC, appointed Mr. Anand Sen (DIN : 00237914) as an Additional
Director designated as an Independent Director of the Company with effect from December 1,
2024. The term of his appointment as an Independent Director will be for a period of 5
(five) consecutive years. The appointment of Mr. Anand Sen was approved by the members of
the Company by special resolution through Postal Ballot. Mr. Anand Sen possesses requisite
expertise, integrity, experience and proficiency. In terms of the provisions of the
Companies (Accounts) Rules, 2014, the Board opines that Mr. Anand Sen holds highest
standard of integrity and possesses necessary expertise and experience.
Mr. Francois-David Martino, Mr. Frederic Lemaitre and Mr. Anand Sen are
not debarred from holding the office of Director on account of any order of SEBI or any
other such authority. The Company has received requisite notices from a member in writing
proposing their appointment as Directors of the Company.
The Board places on record its deep appreciation of the invaluable
services rendered by Mr. N. Sundararajan, Mr. Sebastien Roussel, Mr. Yves Honhon, Ms. Roma
Balwani and Mr. Praveen Kadle during their tenure as Directors of the Company.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Francois-David Martino (DIN : 10593380), NonExecutive
Director of the Company is liable to retire by rotation at the ensuing AGM of the Company
and being eligible, has offered himself for re-appointment. The Board recommends his
re-appointment.
Changes in Key Management Personnel
Mr. Kiran Rahate, Chief Financial Officer resigned from the services of
the Company with effect from the close of working hours of September 30, 2024. The Board
places on record its appreciation for the services rendered by Mr. Kiran Rahate during his
association with the Company.
The Board at its meeting held on July 31, 2024, on the recommendation
of the Audit Committee and NRC has approved the appointment of Mr. Marc Dumont as the
Chief Financial Officer and Key Managerial Personnel of the Company with effect from
October 1, 2024.
Except as stated above, there were no other changes in the Directors
and Key Managerial Personnel of the Company during the year under review.
As at the end of the year, the following are Key Managerial Personnel
of the Company as per the provisions of the Act :
| • Mr. Michael Kotas |
Managing Director |
| • Mr. Marc Dumont |
Chief Financial Officer |
| • Mr. Haresh Vala |
Company Secretary |
Detailed description of the details of the number and dates of meetings
held by the Board and its Committees, attendance of Directors and remuneration paid to
them are given separately in the Corporate Governance Report which forms a part of this
Report.
Declaration from Independent Directors
The Company has received the declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed both under the Act and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing
Regulations").
The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess necessary expertise and experience
required to fulfill their duties as Independent Directors. Further, the Independent
Directors of the Company have confirmed that they have registered themselves with the
databank of Independent Directors maintained with the Indian Institute of Corporate
Affairs.
Independent Directors' Meeting
As per the provisions of Schedule IV to the Act, the Independent
Directors of the Company held a separate meeting on July 30, 2024 without the presence of
the Chairman, Managing Director, other NonIndependent Directors or any other managerial
personnel.
Board Evaluation
The Board of the Company is highly committed to ensuring transparency
in assessing the performance of Directors. Pursuant to the provisions of the Act and the
Listing Regulations, the annual evaluation of the performance of the Board, its Committees
and the Directors and the governance process that support the Board's work was conducted.
The results of the evaluation showed a high level of commitment and engagement of Board,
its Committees and senior leadership. The evaluation and its process have been explained
in the Corporate Governance Report, which forms an integral part of this Report.
The Chairman held an individual direct meeting with each Independent
Director as a part of self-appraisal and peer-group evaluation; the engagement and impact
of individual Director was reviewed on parameters such as attendance, knowledge and
expertise, interpersonal relationship, engagement in discussion and decision-making
process, actions, etc. The Directors were also asked to provide their valuable feedback
and suggestions on the overall functioning of the Board and its Committees and the areas
of improvement for a higher degree of engagement with the management.
Familiarisation Programme
The members of the Board of the Company are afforded many opportunities
to familiarise themselves with the Company, its management and its operations. The details
of familiarisation programmes for the Directors about their roles, rights and
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are available on the Company's website
at www.johncockerillindia.com, and also referred to in detail in the Corporate Governance
Report.
Remuneration Policy
The Company has in place a Remuneration Policy which provides for a
whole gamut of compensation philosophy for rewarding and retaining talent. The details of
the Remuneration Policy are mentioned in the Corporate Governance Report and are also
placed on the website of the Company at www.johncockerillindia.com
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of their knowledge and ability, confirm that :
a. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures from the same;
b. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company as at the end of the year
and of the Statement of Profit and Loss and Cash Flow of the Company for the year ended on
that date;
c. they have taken that proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. the annual accounts have been prepared on a 'going concern' basis;
e. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and
f. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are in place, are adequate and
operating effectively.
MEETINGS OF THE BOARD
A calendar of meetings is prepared and circulated in advance to the
Directors.
During the year under review, the Board met 5 (five) times with at
least one meeting every calendar quarter. The intervening gap between the meetings did not
exceed 120 days, as prescribed under the Act and Listing Regulations. The details of the
Board Meetings and the attendance of the Directors are provided in the Corporate
Governance Report which forms an integral part of this Report.
COMMITTEES OF THE BOARD
The Board has constituted the following Committees in order to
effectively deliberate its duties under the Act and Listing Regulations :
i. Audit Committee
ii. Stakeholders Relationship Committee
iii. Nomination and Remuneration Committee
iv. Corporate Social Responsibility and ESG Committee
v. Risk Management Committee
vi. Committee for Finance and Operations
Details of the Committees in respect of its composition, terms of
reference, meetings held during the year under review and the attendance of each member
are furnished in the Corporate Governance Report.
AUDITORS
Statutory Auditors
S R B C & Co. LLP, Chartered Accountants (ICAI Registration No.
324982E / E300003) ("SRBC") were re-appointed as the Statutory Auditors of the
Company by the members at the 37th AGM for a second term of 5 (five) consecutive years
from the conclusion of the said AGM until the conclusion of the 42nd AGM to be held in the
year 2028.
The report of the Statutory Auditors does not contain any
qualification, reservation or adverse remark or disclaimer. During the year under review,
the Statutory Auditors have not reported any matter under Section 143(12) of the Act, and
therefore, no disclosure is required under Section 134(3)(ca) of the Act.
Cost Auditor
Pursuant to the provisions of Section 148 of the Act, the Company is
required to maintain cost records and accordingly, these have been maintained by the
Company.
The Board of Directors, on the recommendation of the Audit Committee,
appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No.
000294) as the Cost Auditors of the Company for the financial year ending December 31,
2025 and have recommended their remuneration to the members for ratification at the
ensuing AGM. Accordingly, a resolution seeking members ratification for the remuneration
payable to the Cost Auditor forms part of the Notice of the ensuing AGM.
The Cost Auditor has furnished the eligibility certificate along with
his consent to such appointment in terms of the relevant provisions of the Act read with
the Rules framed thereunder. The Audit Committee has also received a certificate from the
Cost Auditor certifying their independence and arm's length relationship with the Company.
During the year under review, the Cost Auditor had not reported any
matter under Section 143(12) of the Act and therefore, no disclosure is required under
Section 134(3)(ca) of the Act.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. VKM &
Associates, Practising Company Secretary, a Peer Reviewed Company Secretary firm, was
appointed as the Secretarial Auditor for the year ended December 31, 2024. The Secretarial
Audit Report in Form MR-3 is annexed as Annexure 1 and forms an integral part of this
Report. The Secretarial Audit Report is self-explanatory and does not contain any
qualification, reservation, adverse remark or disclaimer. During the year under review,
the Secretarial Auditor had not reported any matter under Section 143(12) of the Act,
therefore no disclosure is required under Section 134(3)(ca) of the Act.
The Company has undertaken an audit for the year ended December 31,
2024 covering all applicable compliances as per applicable SEBI Regulations / circulars /
guidelines issued thereunder, pursuant to requirement of the Listing Regulations. The
Secretarial Compliance Report duly issued by M/s. VKM & Associates has been annexed as
Annexure 2 to this Report.
In line with the recent amendments to Listing Regulations, the Board
recommended the appointment of M/s. VKM & Associates, a Peer Reviewed Company
Secretary Firm in practice, as the Secretarial Auditor of the Company for the first term
of 5 (five) consecutive years starting with the financial year ending December 31,2025
until the financial year ending on December 31, 2030. Accordingly, a resolution seeking
the approval of the members for the appointment of the Secretarial Auditor for the first
term forms part of the Notice of the ensuing AGM.
The Board has approved the services that the Secretarial Auditor will
be able to provide to the Company in line with the requirements of the Listing
Regulations.
Internal Audit
Before the beginning of each year, an audit plan is rolled out with the
approval of the Company's Audit Committee. The plan is aimed at evaluation of the efficacy
and adequacy of internal control systems and compliance thereof, robustness of internal
processes, policies and accounting procedures and compliance with laws and regulations.
Based on the report of internal audit, process owners undertake corrective action in their
respective areas. Significant audit observations and corrective actions are periodically
presented to the Audit Committee of the Board.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with all the
applicable provisions of the Secretarial Standards issued by The Institute of Company
Secretaries of India.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not filed any application, or no proceeding is pending
against the Company under the Insolvency and Bankruptcy Code, 2016 during the year ended
December 31, 2024.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the Company was not required to transfer
any shares and dividend thereon to IEPF.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not provided any loan or
guarantee or made investments covered under the provisions of Section 186 of the Act and
Schedule V of the Listing Regulations.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
At John Cockerill, the commitment of the Company's Corporate Social
Responsibility ("CSR") initiatives is to improve the quality of life of
communities through long-term value creation for all stakeholders. Based on the UN
Sustainable Development Goals and the Company's core competencies, the Company has defined
3 (three) strategic focus areas for its CSR activities : Education, Health and
Environment. To achieve sustainable impact on the communities, the Company partners with
external stakeholders to implement the projects on the ground.
The Company's CSR policy provides guidelines to conduct CSR activities
of the Company. The salient features of the policy form part of the Annual Report on CSR
activities annexed to the Board's Report. Annual Report on CSR activities as required
under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended
("CSR Rules") is annexed as Annexure 3 and forms an integral part of this
Report. The CSR policy is available on the website of the Company at
www.johncockerillindia.com.
The details of the CSR and ESG Committee are provided in the Corporate
Governance Report which forms an integral part of this Report.
During the year under review, the Company was required to spend Rs 7.34
lakhs on CSR activities in terms of the provisions of the Act read with the CSR Rules.
However, as a good corporate citizen, the Company spent Rs 15.19 lakhs, more than the 2%
of its statutory CSR obligations, in view of the Company's commitment to the community.
The excess amount spent of Rs 7.85 lakhs shall be available for set-off as per Section
135(5) of the Act.
During the year under review, the Company continued its commitment to
preserve the planet for citizens of the future through Environment, Social and Governance
("ESG") activities which include tree plantation. Beyond the core CSR focus
areas, employee volunteering is an important part of giving back and enabling others to
rise. Employee volunteering initiatives encompass varied activities such as blood donation
drives, tree plantation and diverse community engagement activities.
The Chief Financial Officer of the Company has certified to the Board
that the funds disbursed for CSR activities during the year were utilized for that purpose
and in the manner approved by the Board of the Company.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In terms of Regulation 34(2)(f) of the Listing Regulations read with
relevant SEBI Circulars, filing of BRSR is mandatory for the top 1000 listed companies by
market capitalisation. As an organization, we understand the importance of aligning with
the country's strategy for decarbonization. The Board has strengthened its oversight on
ESG matters, ensuring it remain up to date with evolving regulatory frameworks. The
Company is committed to enhance transparency and accountability. For the year ended
December 31, 2024, the Company has opted to publish BRSR voluntarily. This report will be
uploaded on our website soon.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company has always aspired to build a culture that demonstrates
world-class standards in safety, environment and sustainability. People are our most
valuable asset, and the Company is committed to providing all its employees with a safe
and healthy work environment. The work culture exemplifies the core values and nurtures
innovation, creativity and diversity. We ensure alignment of business goals and individual
goals to enable our employees to grow both on personal as well as professional front.
A detailed note on Human Resources is provided in the Management
Discussion and Analysis ("MDA") Report, which forms part of this Report.
Disclosures under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
relating to the remuneration and other details as required is annexed as Annexure 4 and
forms an integral part of this Report.
In terms of the second proviso to Section 136(1) of the Act and the
second proviso of Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Report and Financial Statements are being sent to the members
and others entitled thereto, excluding the statement of particulars of employees, which is
available for inspection by the members. Any member interested in obtaining a copy thereof
may write to the Company Secretary.
None of the employees listed in the said Annexure is related to any
Director of the Company. None of the employees holds (by himself / herself or along with
his / her spouse and dependent children) more than 2% of the equity shares of the Company.
Health and Safety
The Company is deeply committed to prioritising Health and Safety
Management for its employees, contractors and visitors. The details on Health and Safety
are provided in the MDA Report, which forms part of this Report.
Policy on Prevention of Sexual Harassment at Workplace
The Company has zero tolerance towards sexual harassment at the
workplace. The Company has a Policy on Prevention of Sexual Harassment at Workplace in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, as amended ("POSH") and the Rules framed
thereunder. The Company has constituted Internal Complaints Committee ("ICC")
under POSH to redress the complaints received regarding sexual harassment. The ICC
comprises of internal members, and an external member who has extensive relevant
experience in this field.
The ICC also works extensively on creating awareness on relevance of
sexual harassment issues, including while working remotely. The employees are required to
undergo mandatory training on POSH to sensitise themselves and strengthen their awareness.
The following is reported pursuant to Section 22 of the POSH and
Regulation 34(3) read with sub-clause 10(I) of Clause C of Schedule V of the Listing
Regulations for the year ended December 31, 2024 :
| a. Number of complaints of sexual harassment received / filed
during the year |
Nil |
| b. Number of complaints disposed of during the year |
Nil |
| c. Number of complaints pending for more than ninety days |
Nil |
| d. Number of complaints pending as on end of the year |
Nil |
| e. Number of workshops or awareness programs carried out |
Through SPOT online -E Learning Module & Two Physical
Sessions |
| f. Nature of action taken by the employer or District officer |
Nil |
During the year under review, no case of sexual harassment in the
Company was reported.
RISK MANAGEMENT
The Company has a well defined risk management framework in place. The
risk management framework works at various levels across the enterprise. These levels form
the strategic defence cover of the Company's risk management. The Company has a robust
organisational structure for managing and reporting on risks.
The Company has constituted a Risk Management Committee which is
authorised to monitor, report and mitigate various risks faced. The outcome of this
process is reported to the Audit Committee and the Board of Directors.
The details of the Committee and its terms of reference are set out in
the Corporate Governance Report which forms part of this Report. Important elements of
risk management process are elaborated in the MDA Report, which forms part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems are commensurate with the nature
of its business, the size and complexity of its operations; such internal financial
controls with reference to the Financial Statements are adequate. The details and the
process of internal control systems, as
implemented by the Company, are provided in the MDA Report, which forms
part of this Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Act and the Listing Regulations
is implemented through the Company's Whistle Blower Policy. The Whistle Blower Policy of
the Company is available on the Company's website at
https://johncockerillindia.com/investors/whistleblower-policy/
It enables the Directors, employees and all stakeholders of the Company
to report genuine concerns (about unethical behaviour, actual or suspected fraud, or
violation of the Code) and provides for adequate safeguards against victimisation of
persons who use such mechanism and makes provision for direct access to the Chairperson of
the Audit Committee. No person is denied access to the Chairperson of the Audit Committee.
The Vigil Mechanism in the Company fosters a culture of trust and transparency among all
its stakeholders.
The Company, during the year under review, conducted a series of
communication to the employees through its Townhall with an aim to create awareness for
Whistle Blower Policy amongst them.
INSURANCE
The Company has taken adequate insurance coverage of all its assets and
inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc.
and also transit insurance to cover the risk during transportation of goods from its
plants to customer project sites. The Company has also started to procure coverage under
project specific Trade Credit insurance policies to mitigate its risks during the project
execution.
Directors' & Officers' Liability (D & O) policy covers the
Directors and Officers of the Company against the risk of third-party claims and
liabilities arising out of their actions / decisions in the normal course of discharge of
their duties, which may result in financial loss to any third party.
The employees of the Company are covered under various employee benefit
group insurance schemes that provide cover for Hospitalization, Accidental Disability and
Death.
TRANSACTIONS WITH RELATED PARTIES
The Company has in place a robust process for approval of related party
transactions and dealing with Related Parties.
As per the process, necessary details for each of the Related Party
Transactions as applicable along with the justification are provided to the Audit
Committee in terms of the Company's Policy on Related Party Transactions ("RPT
Policy"). In accordance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Board of
Directors, at its meeting held on February 20, 2025, has amended the RPT Policy of the
Company. The RPT Policy can be accessed on the Company's website at
https://johncockerillindia.com/investors/ rpt-policy-as-per-lodr/ The Board has approved
the criteria to grant omnibus approval by the Audit Committee within the overall framework
of the RPT Policy on related party transactions.
The material related party transactions approved by the members of the
Company are also reviewed / monitored on quarterly basis by the Audit Committee of the
Company as per the provisions of the Act and Listing Regulations.
All related party transactions entered into by the Company, were
approved by the Audit Committee and were at arm's length and in the ordinary course of
business. Prior omnibus approval is obtained for related party transactions which are of
repetitive nature and entered
in the ordinary course of business and on arms' length basis. The
disclosure of related party transactions as required under Section 134(3)(h) of the Act in
Form AOC-2 for the year ended December 31, 2024 is provided in Annexure 5 and forms an
integral part of this Report.
Pursuant to the provisions of Regulation 23 of the Listing Regulations,
the Company has filed half yearly reports to the Stock Exchange for the related party
transactions.
John Cockerill SA is the Holding Company of the Company, and all the
subsidiaries of John Cockerill SA are treated as related parties of the Company. Such
related party transactions, including those with the Holding Company and fellow
subsidiaries, which have been carried out during the current year and previous period are
mentioned in the Annual Report in accordance with the Indian Accounting Standards 24 on
Related Party Transactions notified by the Companies (Indian Accounting Standards) Rules,
2015, as amended, and are not repeated in this Report of the Directors. None of the
related party transactions entered into by the Company was in conflict with the Company's
interests.
The approval of the members of the Company is sought in terms of the
Listing Regulations for the payment of brand fee @ 0.6% of the external sales and for the
payment of up to 3% referral and technical royalty fees to John Cockerill SA on those
portions of contracts assigned to the Company through John Cockerill SA and also for other
Related Party Transactions with various Related Parties.
None of the Directors and the Key Managerial Personnel has any
pecuniary relationship or transactions with the Company other than in the normal course of
the business.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and / or material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status of the Company and
its operations.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information required under Section 134(3)(m) of the Act read with Rule
8 of the Companies (Accounts) Rules, 2014, for the year ended December 31, 2024, in
relation to the conservation of energy, technology absorption, foreign exchange earnings
and outgo, is provided in Annexure 6, and forms an integral part of this Report.
CORPORATE GOVERNANCE
The Company is committed to maintaining highest standards of corporate
governance practices. The Company remains dedicated to transparency in all its
transactions and places significant importance on business ethics. A report on Corporate
Governance along with a Certificate from the Statutory Auditors of the Company regarding
compliance with the conditions of Corporate Governance as stipulated under Schedule V of
the Listing Regulations forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as stipulated under the Listing Regulations, is presented in a separate section,
forming part of this Annual Report.
GREEN INITIATIVES
During the year under review, the Company has continued the
"digital platforms" for various meetings including the Board and Committee
meetings, internal meetings and meetings with external stakeholders such as customers and
vendors. This has helped the Company to reduce multiple sector travel from Europe and from
within India for the Directors and others - several times a year - thereby reducing gas /
carbon emission and dissemination of information in paper form for various meetings. All
the employees, the Board members and external stakeholders have adapted to the new tools
and platforms quickly and the experience of adopting a nearly "all-digital"
process for all meetings keeps getting better.
ANNUAL RETURN
In terms of Section 92(3) read with Section 134(3)(a) of the Act, a
copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the
Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is
placed on the website of the Company at https://johncockerillindia.com/investors/agm-2025/
OTHER DISCLOSURES
Situation of New Corporate Office of the Company
With effect from September 1, 2024, the Company has shifted to new
Corporate Office at Unit No. 1902, 19th Floor, Aurum Q2 IT Parc, Plot No. Gen-4/1, TTC
Industrial Area, Thane-Belapur Road, Navi Mumbai - 400 710. The intimation of the
situation of new Corporate Office was filed with the Stock Exchange.
Maintaining of Books of Accounts
Pursuant to the provisions of Section 128 of the Act, read with Rules
made thereunder, the Board, at its meeting held on October 28, 2024, approved maintaining
of Books of Accounts of the Company at the new Corporate Office of the Company i.e. at
location other than the Registered Office of the Company. Accordingly, the Books of
Accounts of the Company are kept and maintained at Unit No. 1902, 19th Floor, Aurum Q2 IT
Parc, TTC Industrial Area, Thane Belapur Road, Navi Mumbai - 400 710 with effect from
October 28, 2024.
ACKNOWLEDGEMENT
The Board of Directors takes this opportunity to thank John Cockerill
SA, the parent Company, customers, members, suppliers, bankers, business partners,
associates and the Central and State Governments for their consistent support and
co-operation to the Company.
The Directors hereby wish to place on record their appreciation of the
efficient and loyal services rendered by each and every employee, without whose
whole-hearted efforts, the overall performance would not have been possible. The Directors
look forward to the long-term future with confidence.
|
For and on behalf of the Board |
|
Francois-David Martino |
| Mumbai |
Chairman |
| February 20, 2025 |
DIN : 10593380 |
|