To,
The Members,
Your Directors are pleased to present the 36th Annual Report on business and operations
of your Company together with the Audited Financial Statement for the Financial Year ended
31st March, 2023.
1. FINANCIAL HIGHLIGHTS STANDALONE & CONSOLIDATED:
The highlights of the standalone and consolidated financial statements of your Company
for the year ended 31st March, 2023 along with the previous year's figures are given as
under:
Rs. In Crores
Particulars |
Standalone |
Consolidated |
|
FY 2023 |
FY 2022 |
FY 2023 |
FY 2022 |
Total Income |
2345.48 |
2078.82 |
2345.48 |
2078.82 |
Earnings before interest, depreciation, tax and amortization |
174.57 |
150.36 |
174.57 |
150.36 |
(EBIDTA) |
|
|
|
|
Finance Cost |
36.83 |
32.73 |
36.83 |
32.73 |
Depreciation |
80.07 |
75.48 |
80.07 |
75.48 |
Profit for the period before share of profit of joint venture |
57.67 |
42.15 |
57.67 |
42.15 |
Share of profit of joint venture |
- |
- |
0.82 |
0.89 |
Profit Before Tax |
57.67 |
42.15 |
58.49 |
43.04 |
Tax Expense |
20.31 |
14.68 |
20.59 |
14.90 |
Profit after Tax |
37.36 |
27.47 |
37.90 |
28.14 |
Retained Earnings: |
|
|
|
|
Balance at the beginning of the Year |
424.97 |
402.78 |
425.89 |
403.04 |
Profit for the Year |
37.36 |
27.47 |
37.90 |
28.14 |
Other Comprehensive Income arising from re-measurement |
0.22 |
0.13 |
0.21 |
0.12 |
of defined benefit Obligation |
|
|
|
|
Payment of dividend on equity shares |
(5.41) |
(5.41) |
(5.41) |
(5.41) |
Balance at the end of the year |
457.14 |
424.97 |
458.59 |
425.89 |
Note: the above figures are extracted from the audited standalone and consolidated
financial statements as per Indian Accounting Standards (Ind AS)
On standalone basis, Company recorded total Income of Rs.2,345.48 Crores during the
financial year 2022-23 as compared to Rs.2078.82 Crores in the previous year showing an
increase of 12.83%. The EBIDTA of the Company is Rs. 174.57 Crores as compared to Rs.
150.36 Crores showing an increase of 16.10%. The Profit Before Tax for the financial year
2022-23 amounts to Rs. 57.67 Crores as against Rs. 42.15 Crores for the previous year,
showing an increase of 36.82%. The profit after tax for the financial year 2022-23 was
Rs.37.36 Crores as compared to Rs. 27.47 Crores in the previous year, showing an increase
of 36%.
On consolidated basis, Company recorded total Profit Before Tax for the financial year
2022-23 amounts to Rs. 58.49 Crores as against Rs. 43.04 Crores for the previous year,
showing an increase of 35.90%. The profit after tax that for the financial year
2022-23 was Rs.37.90 Crores as compared to Rs. 28.14 Crores in the previous year, showing
an increase of 34.68%.
2. THE CHANGE IN THE NATURE OF BUSINESS:
During the Financial Year ended 2022-23, there was no change in the nature of business
of the Company.
3. TRANSFER TO GENERAL RESERVE:
The Board of Directors of the Company does not propose to transfer any amount to
reserves other than transfer of undistributed profits to surplus in statement of Profit
& Loss.
4. DIVIDEND AND APPROPRIATION:
Dividend
Your Directors are pleased to recommend a final dividend of Rs. 1.75 per equity share
for the financial year ended 31st March, 2023, amounting to Rs. 7.58
Crores approx., which is subject to approval by the shareholders in ensuing Annual
General Meeting and will be paid to members whose name appear in the Register of Members
as on Saturday, September 09, 2023, through e-mode to those shareholders who have
updated their bank account details and to the shareholders who have not updated their bank
account details, dividend warrants/demand drafts/cheques will be send at their updated
address.
The Board has recommended such dividend based on the parameters laid down in the
Dividend Distribution
Policy of the Company and will be paid out of the profits of financial year 2022-23.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from
dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
Book Closure and Record Date
The Register of Members and Share Transfer Books of the Company will be closed from
Sunday, September 10, 2023 to Saturday, September 16, 2023 (both days inclusive) and the
Company has fixed Saturday, September 09, 2023 as the "Record Date" for the
purpose of determining the entitlement of Members to receive final dividend for the
financial year ended March 31, 2023.
5. NEW PLANTS AT KHARKHODA, SONIPAT, HARYANA AND SMG SUPPLIER PARK, GUJARAT:
Your Company will be setting up new manufacturing facility at Kharkhoda, Sonipat-
Haryana so as to meet the requirements of Maruti Suzuki India Limited (MSIL) for its new
manufacturing facility at IMT Kharkhoda, Sonipat. The Company has been allotted land in
Suppliers' park in Kharkhoda admeasuring 6.47 (approx.) acres on lease basis by MSIL.
Further, MSIL has also allotted land on lease basis admeasuring 2.87 acres approx. at
SMG Suppliers' Park in Gujarat. The Company will be setting up Weld Shop at the location
for new EV models of MSIL. The new facility will start production in October 2024 as per
MSIL timeline.
6. SPLIT/SUB- DIVISION OF SHARES:
The Board of Directors of your Company in its meeting held on August 08, 2023, has
approved the Sub-division/ split of existing Equity Shares of the Company having face
value of Rs. 5/- (Rupees Five only) each fully paid-up into Equity Shares having face
value of Rs. 2/- (Rupees Two only) each fully paid-up subject to necessary approvals
including approval of the Shareholders of the Company.
Sub-division/split, if approved by the shareholders, will likely to increase the
trading liquidity and opening up the opportunity for more potential investors to buy the
shares of the company as more affordable stock.
The Record Date for sub-division/split of existing Equity Shares shall be decided after
obtaining requisite approval of the Shareholders of the Company.
7 SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
The Board of Directors of your Company in its meeting held on August 08, 2023, has
approved the Shifting of Registered Office of the Company from the NCT, Delhi to the State
of Haryana to carry on the business of the Company more economically and and with better
operational convenience as major plants of the Company are situated in Haryana and major
of the supplies of the Company has been made to Maruti Suzuki India Limited at Haryana
Location.
Shifting of registered office shall be subject to the approval of the Shareholders of
the Company in the ensuing annual general meeting and other necessary approvals.
8. STATEMENT CONTAINING HIGHLIGHTS AND PERFORMANCE OF JOINT VENTURE/ ASSOCIATES:
Your Company's Tool Room at Noida in association with M/s. JBM Ogihara Die Tech Pvt.
Ltd. (JODT) with M/s Ogihara Thailand & Co., which started in FY 2020 is now operating
at full installed capacity. It is manufacturing Dies for Skin parts, High Tensile parts,
Critical sheet metal parts for Automotive for various OEM's including MSIL.
There has been restructuring in shareholding among M/s Ogihara Thailand & Co.(OTC),
M/s JBM Auto Limited (JBMA) and the Company during the year. Post such restructuring, the
shareholding stands at 51:39:10 among JBMA:JBML:OTC as against 51:49 between JBMA:JBML. As
per the Shareholders agreement OTC was allotted 10% Equity Capital as per the applicable
laws.
Pursuant to provision of Section 129 (3) of the Act read with Companies (Accounts)
Rules, 2014, a separate statement containing highlight of performance of the Joint Venture
and Associate Companies in the prescribed form AOC-1 forms part of the Financial
Statements. Further, pursuant to the provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with relevant documents
and separate audited financial statements in respect of Joint Ventures/Associates will
also be made available on the Company's website at www.jbmgroup. com.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the Regulation 34 read with Schedule V of SEBI (Listing Obligations and
disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Management Discussion and Analysis report forming part of this Annual Report as Annexure-
A.
10. CREDIT RATING:
The Company's sound financial management and its ability to service financial
obligations in a timely manner, has been affirmed by the credit rating agency ICRA with
long-term instrument rated as ICRA A+ and short-term instrument rated as ICRA A1.
11. DEPOSITORY SYSTEM:
The shares of the Company are in the Dematerialized form under both the Depository
Systems in India - with National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
As on March 31, 2023, out of 4,33,00,000 Equity Shares, 4,27,77,383 Equity Shares of
the Company are in dematerialized form and available for trading on both the Stock
Exchanges i.e BSE Limited and National Stock Exchange Limited.
Further, in terms of the Listing Regulations, as amended from time to time, all
requests for transfer, transmission, transposition, issue of duplicate share certificate,
claim from unclaimed suspense account, renewal/exchange of securities certificate,
endorsement, sub-division/ splitting of securities certificate and consolidation of
securities certificates/folios will be processed and mandatorily a letter of confirmation
will be issued, which needs to be submitted to Depository Participant to get credit of
these securities in dematerialized form. Shareholders desirous of using these services are
requested to contact MCS Share Transfer Agent Limited, our Registrar and Transfer Agents
(RTA) of the company, the contact details of RTA are available on the website of the
Company at www.jbmgroup.com.
12. QUALITY:
Your Company has implemented International Quality Management System based on the
requirement of IATF 16949:2016. The Company has established, implemented and is
maintaining an Information Security Management System as per ISO-14001:2015 through
periodic audits by the American Systems Registrar (USA). Periodical Internal assessments
for compliance is also done by senior Plant teams and certified Internal Auditors.
All Plants of the Company completed EHS certification cycle for ISO 14001 and ISO 45001
without any major non-conformity.
13. RESEARCH & DEVELOPMENT:
Your Company is continuously evolving and working on its technological enhancement in
its operations and working on improving its process efficiency and also diversifying its
product portfolio, the company has implemented digitization by using AI. The Company has
filed two application for patent registration with Controller General of Patents, Designs
& Trademarks. out of this one application already accepted and published and the
second application is under registration process.
14. HUMAN RESOURCES:
Your Company firmly believes that employees are its greatest asset. The focus of the
Human Resources (HR) strategy is to enable the growth of the Company through talent
fulfilment for growth areas, capability building in emerging technologies and building
internal talent pipeline.
Your Company has remained committed towards turning every potential opportunity into
touchstones and beyond standardization, accelerated by digital technology adoption and
Winds of Change, traditions are giving way to unconventional approaches.
We have adopted and implemented "HR PCMM
People Capability Maturity Model" a framework that helps organizations to
assess the maturity of their HR practices and processes and identify areas of improvement
for building Capabilities across the employees which has been a Roadmap to sustained
Excellence & Predictability.
We have engaged our employees through monthly learning and development calendars based
on 50 Growth Engines covering all the employees across the group. Trainings on
Organization Thrust Areas, Whistle Blower Policy, POSH, ISQ and SANKALP Siddhi etc.
developed internal trainers through capacity building program called TTT. MDP (Management
Development
Programs), SDP (Supervisory Development Program), & TTT (Train the Trainer) program
were strengthened, with the commitment of making future ready workforce.
Sankalp Siddhi Programme which was envisioned by our Chairman in 2020, continued to
brought energy into all the employees and their family members and paved a way to look at
the life more holistically and participation of employees and families in completing their
wheel of life by taking Sankalps is a great source of inspiration. During the period under
review we also witnessed the launch of third leg of Sankalp Siddhi initiative in the form
of Sankalp Se Siddhi 3.0 initiative that aims for Organizational and Self development.
The Industrial relation has remained peaceful and cordial throughout the year.
Your Company has been awarded with following awards for its Human Resource functions:
Annual HR Excellence Award 2022 by ASSOCHAM
CII National HR Excellence award
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Directors
The Composition of Board of Directors is in conformity with the applicable provisions
of the Act and the Listing
Regulations.
During the period under review, Ms. Esha Arya (DIN 00004836), has resigned from the
Directorship of the Company with effect from October 06, 2022 due to some personal reasons
and other commitments which does not impact the requisite composition of the Board of
Directors. The Board places on record its appreciation for the guidance and support
provided by Ms. Esha Arya during her tenure with the Company.
In accordance with the Articles of Association of the Company and Section 152 of the
Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force) Mr.
Anand Swaroop (DIN: 00004816), will retire by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment.
The Board is of the opinion that Mr. Anand Swaroop possess the requisite knowledge,
skills, expertise and experience to contribute to the growth of the Company hence, Board
of Directors recommend the re-appointment of Mr. Anand Swaroop at the ensuing Annual
General Meeting.
Brief resume and other requisite details of Directors proposed to be
appointed/reappointed as a Director has been provided in notice of the ensuing Annual
General Meeting.
During the period under review, none of the Directors on the Board of the Company has
been debarred or disqualified from being appointed or continuing as director of the
Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or
any other statutory authority.
Key Managerial Personnel
As on March 31, 2023, Mr. Surendra Kumar Arya, Chairman and Managing Director of the
Company, Mr. Anand Swaroop, Whole-time Director and Chief Financial Officer and Mr. Ravi
Arora, Company Secretary are the Key Managerial Personnel of your Company in accordance
with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.
16. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) of the Act, your Directors, to the best
of their knowledge and belief and based on recommendation and compliance certificate
received from the operating management and after enquiry, pursuant to Section 134(5) of
the Act confirms that:
(a) In the preparation of the annual accounts for the year ended 31st March, 2023, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same; (b) Such
accounting policies have been selected and applied consistently and judgments and
estimates are made which were reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31st March, 2023 and of the profit or loss of
the Company for the year ended on that date;
(c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The financial statements for the financial year ended 31st March, 2023 have been
prepared on a going concern' basis;
(e) Proper internal financial controls were in place and that such internal financial
controls were adequate and were operating effectively; and
(f) The systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.
17. BOARD MEETINGS AND ANNUAL GENERAL MEETING:
During the financial year 2022-23, Board of Directors met 4 (Four) time i.e. April 30,
2022, August 02, 2022, October 31, 2022 and February 07, 2023. Detailed information
regarding the Board Meeting along with the attendance of Board of Directors are provided
in Corporate Governance forming part of this Annual Report.
Further, it is confirmed that the gap between two consecutive meetings was not more
than one hundred and twenty days as provided in Section 173 of the Companies Act, 2013.
The 35th Annual General Meeting (AGM) of the Company was held on 26th September, 2022
through VC/OAVM in compliance with relevant relaxations issued.
18. COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make well informed
decisions in line with the delegated authority and their terms of reference. The following
Committees constituted by the Board function according to their respective roles and
defined scope:
Audit Committee;
Nomination and Remuneration Committee;
Corporate Social Responsibility and Sustainability Committee;
Stakeholders' Relationship Committee; and
Risk Management Committee.
Details of composition, terms of reference and number of meetings held for respective
committees are given in the Report on Corporate Governance, which forms a part of this
Report. Further, during the year under review, all recommendations made by the various
committees have been accepted by the Board of Directors.
19. DEPOSITS:
During the year under review, the Company has neither accepted nor renewed any Deposit
under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
20. CORPORATE GOVERNANCE:
A Report on Corporate Governance for the financial year ended 31 March, 2023 along with
a certificate thereon from Ms. Sunita Mathur, (FCS 1743), a Practicing Company Secretary,
regarding compliance of the conditions of corporate governance under Listing
Regulations is forming part of this Annual Report as
Annexure-B.
21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
Pursuant to regulation 34(2)(f) of Listing Regulations it has been mandated for the top
one thousand Companies based on market capitalization as on March
31 of every financial year to prepare (BRSR) report for the financial year 2022-23,
however, the remaining
Companies may voluntarily disclose the Business Responsibility and Sustainability
Report in its Annual Report for the Financial year 2022-23 and onwards. BRSR is a
framework for Companies to report their social, environmental and economic impact on
society.
It enables Companies to be transparent and accountable about their sustainable
practices and contribute to the sustainable development of the economy and it also
promotes transparent and standardized disclosures on ESG parameters and sustainability
related risks and opportunities for listed Companies in India.
To administer the ESG initiatives and its implementation in the company, the Board of
Directors of the Company in its Meeting held on May 10, 2023, changed the name of its
Corporate Social Responsibility Committee ("CSRC") to Corporate Social
Responsibility and
Sustainability Committee ("CSRSC") and also defined its additional terms of
reference to ensure the effective and efficient implementation of Business Responsibility
and Sustainability activities to be carried out by the Company.
A detailed Business Responsibility and Sustainability Report (BRSR') on
initiatives taken from an environmental, social and governance perspective, in the
prescribed format is available as a separate section of the Annual Report as Annexure-C
and is also available on the
Company's website at www.jbmgroup.com.
22. ANNUAL RETURN:
In accordance with Section 92(3) read with Section
134 (3) of the Act, the Annual Return for financial year
2022-23 is available on the Company's website at www. jbmgroup.com.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism and formulated Whistle Blower Policy, for
Directors, employees and other person concern to report to the management, concerns about
unethical behaviour, actual or suspected fraud or violation of the Company's code of
conduct or ethics, in accordance with the provisions of Section 177 (10) of the Act and
Regulation 22 of Listing Regulations. The mechanism provides for adequate safeguards
against victimization of Directors, employees or other persons who avail of the mechanism.
Audit committee oversee the implementation of vigil mechanism and provides adequate
safeguards against unfair treatment to the whistle blower who wishes to raise a concern
and also provides for direct access to the Chairman of the Audit committee in appropriate/
exceptional cases.
During the financial year, 1 (One) complaint has been received and appropriate action
has been taken & the complaint stands closed.
No person was denied access to the audit committee.
The Whistle Blower Policy is available on the Company's website, which may be accessed
at the link: www. jbmgroup.com.
24. PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, COMMITTEES AND BOARD AS WHOLE:
Pursuant to the provisions of the 134(3) of the Act,
Regulation 17(10) of Listing Regulations and the Guidance Note on Board Evaluation
issued by the SEBI dated January 05, 2017, the Board has carried out the annual
performance evaluation of individual Directors, its Committees and Board as whole. The
evaluation criteria, inter-alia, covered various aspects of the Board functioning
including its composition, attendance of Directors, participation levels, bringing
specialized knowledge for decision making, smooth functioning of the Board and effective
decision making.
The performance of individual director was evaluated on parameters such as level of
engagement and contribution, independence of judgment and safeguarding the interest of the
Company etc. The Directors expressed their satisfaction with the evaluation process.
Further, the Committees were evaluated in terms of receipt of appropriate material for
agenda topics in advance with right information and insights to enable them to perform
their duties effectively, review of committee charter, updation to the Board on key
developments, major recommendations & action plans, stakeholder engagement, devoting
sufficient time & attention on its key focus areas with open, impartial &
meaningful participation and adequate deliberations before approving important
transactions & decisions.
As part of the evaluation process, the performance of Non-Independent Directors, the
Chairman and the Board was conducted by the Independent Directors. The performance
evaluation of the respective Committees and that of Independent and Non-Independent
Directors was done by the Board excluding the Director being evaluated.
The actions emerging from the Board evaluation process were collated and presented
before the Nomination and Remuneration Committee as well as the Board.
25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to the provisions of Regulation 25 of Listing Regulations, the Board has
adopted a Familiarization Programme for Independent Directors to familiarize the
Independent Directors of the Company with the organization.
The Board of Directors of the Company are updated on changes/ developments in the
domestic/ global corporate and industry scenario including those pertaining to statutes/
legislations & economic environment and on matters affecting the Company, to enable
them to take well informed and timely decisions.
Any Director who joins the Board is presented with a brief background of the Company,
its operations and is informed of the important policies of the Company including the Code
of Conduct for Directors and Senior Management and Code of Conduct for Prevention of
Insider Trading of the Company. The Independent Directors are also provided with regular
updates in the Board Meetings on relevant statutory changes to ensure that they remain up
to date on the Compliance framework.
The details of the Familiarization Programme imparted to Independent Directors during
the year and cumulative basis till date is also made available on the website of the
Company at www.jbmgroup.com.
26. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP)
AND OTHER EMPLOYEES:
Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with
Part D of Schedule II
Listing Regulations, the Company has formulated the Nomination and Remuneration Policy
of Directors, Key
Managerial Personnel (KMP) and Other Employees including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided
u/s 178(3) of the Act.Salient features of Nomination and Remuneration
Policy for Directors, Key Managerial Personnel (KMP) and Other Employees has been
disclosed in Report on Corporate Governance, which is a part of this Report. The detailed
policy may be accessed from Company's website at the link www.jbmgroup.com
27. DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations'), the Board of Directors
of the Company had formulated a Dividend Distribution Policy (the Policy'). The
complete Policy documents is available on the Company's website at www.jbmgroup. com.
28. RISK MANAGEMENT:
Your Company has a well-defined risk management framework in place to robust
organizational structure for managing and reporting risks. Further, a Risk Management
process has been established across your Company and which is designed to identify, assess
and frame a response to threats that affect the achievement of its objectives.
To ensure the effectiveness of risk management framework and Risk Management process in
the Company, the Board of Directors has formed a Risk Management Committee which is
responsible to frame, implement, monitor and reviewing the risk management plan of the
Company and ensuring its effectiveness.
Additionally, the Risk Management Committee is responsible for development and
implementation of Risk Management Policy for the Company including identification therein
elements of risk, if any, which in the opinion of the Board may threaten the existence of
the Company. The development and implementation of risk management policy has been covered
in the Management Discussion and Analysis, which forms part of this report. The Company
also has a Business Excellence' department headed by senior member who is
responsible for driving enterprising risk management process on ground by identifying key
risks, analysis and prioritization of key risks, scrutinizing mitigation actions so that
risks are mitigated based on 4T approach i.e Terminate, Treat, Transfer and/or Tolerate.
The Audit Committee has also given additional oversight in the area of financial risks
and controls. The major risks identified by the businesses and functions are
systematically addressed through internal audit and mitigating actions are taken on the
observations. The Internal audit covers variety key areas which includes fraud risk. The
audit is done by external & internal firms.
Details of composition, terms of reference and number of meetings held during the
period under review are given in the Report on Corporate Governance, which forms a part of
this report.
The Company has Risk Management Policy which can be accessed on Company's website at
www.jbmgroup.com.
29. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Company has received requisite declarations from all the Independent Directors in
terms of Section 149(7) of the Act and Regulation 25(8) and other applicable Regulations
of Listing Regulations the confirmation that they meet the criteria of independence.
Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties.
The Board took on record the declaration and confirmation submitted by the independent
directors regarding their meeting of prescribed criteria of independence, after
undertaking due assessment of the veracity of the same as required under Regulation 25 of
the Listing Regulations.
Further, the Independent Directors have complied with the Code for Independent
Directors as prescribed under Schedule IV of the Companies Act, 2013 and the
Listing Regulations. The Board is of the opinion that the Independent Directors of the
Company possess requisite proficiency, qualifications, experience and expertise and they
hold highest standards of integrity.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions entered by the company with Related Parties
were in the ordinary course of business and on arm's length basis.
Related Party Transactions, which are foreseen and repetitive in nature placed before
the Audit Committee on yearly basis for obtaining prior omnibus approval of the Committee.
All transactions with related parties were reviewed and approved by the Audit Committee
and are in accordance with the Policy on Related Party Transactions formulated by the
Company. Such Related Party Transactions are subjected to independent review by an
external reputed accounting firm (EY) to confirm & validate the Related Party
Transactions that these are entered at arm Length price and in ordinary course of business
as per transfer pricing rules.
During the period, there were no materially significant related party transactions
entered into, by the Company with Promoters, Directors or Key Managerial Personnel, which
may have a potential conflict of interest for the Company at large.
The detail particulars of contracts or arrangements/ transactions with related parties
as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 are given in Form AOC-2 attached to this report as Annexure-D.
Further, in accordance with Ind AS-24, detailed information on the Related Party
Transactions are given under Notes to of the Standalone Financial Statements.
The Policy on materiality of and dealing with related party transactions', as
approved by the Board may be accessed on the Company's website at the link: www.
jbmgroup.com
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Particulars of Loans, guarantees and investments covered under Section 186 of the
Act are provided in
Notes to the Standalone Financial Statements.
32. SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standard 1 and Secretarial Standard
2, relating to "Meetings of the Board of Directors" and "General
Meetings" respectively issued by the Institute of Company Secretaries of India.
33. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There is no material changes have been occurred and/ or commitments has been made,
during the period between end of the financial year till the date of this report, which
may affect the financial position of the
Company.
34. CORPORATE SOCIAL RESPONSIBILITY:
We firmly believe and are committed
Towards welfare & sustainable development of the community;
Towards ethical principles, protection of human rights, care for the
environment;
Towards improving the quality of life of all stakeholders including the local
community and society at large.
Under the aegis of Neel Foundation, your company plays a pivotal role in community
development with the help of NGOs and social organisations, assisting on agendas of public
welfare and environmental concerns.
JBML CSR initiatives :-
Collection of clothes from donors' home directly and after proper care and
assortment they are packaged to be distributed to areas/organizations/ centers in remote
areas from where they directly reach to the needy individuals.
Provide support deserving children for higher education including Administrative
Services like IAS, IPS etc. to support in national development so that no aspirant having
potential and vision to serve the nation shall be left behind due to lack of resources.
Facilitating formal affordable education through opening of schools and hostels
with all the modern facilities and infrastructure in remote areas. Our focus is to bring
quality educational facilities at affordable fees to all needy & deprived
Other programme includes
Youth Awareness- A wide range of campaigns for Health and Awareness, Environment
Protection,
Self Defense, Yoga and Meditation, Women health and hygiene.
Women Empowerment- Employment generation scheme, loan extension to needy women
Skill Development- Empower students with necessary skill to make them employable
or Entreprenuer Mashal- Rehabilitation of Alochol & Drug addiction evils
Free food Distribution- Needy and at the time of natural calamity The brief outline of the
Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and
the initiatives undertaken by the Company on CSR activities during the year under review
are set out in Annexure-E of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Company has a well-established system of internal controls in place to ensure
reliability of financial reporting, orderly and efficient conduct of business, compliance
with policies, procedures, safeguarding of assets and economical and efficient use of
resources.
Appropriate review and control mechanisms are put in place to ensure that such control
systems are adequate and operate effectively Periodical programs of Internal Audits are
planned and conducted which are also aligned with business objectives of the Company. The
meetings with Internal Auditors are conducted wherein the status of audits and management
reviews are informed to the Board.
Presently, your Company has aligned its current systems of internal financial control
with the requirement of the Act. The Company in its continuing efforts for strengthening
the Internal Audit function and to ensure wide coverage and timely implementation of Audit
and as digitization initiative, Company has purchased an internal audit analytics tool
from Ernst & Young and implemented the same in the company. Your Company's internal
controls are commensurate with its size and the nature of its operations. The company also
undergoes periodic audit by specialized third party like consultants and professionals for
business specific compliances and industry benchmarking.
Senior Management review the Internal Auditors' Reports for its implementation and
effectiveness. The internal audit observations and conclusions taken by the company has
placed before the Audit Committee & their guidance is taken for its effectiveness. The
internal financial control framework design ensures that the financial and other records
are reliable for preparing financial and other statements.
36. AUDITORS AND AUDITORS' REPORT:
(A) STATUTORY AUDITORS
M/s GSA & Associates LLP, Chartered Accountants, (Firm Registration No.
00257N/N500339), was appointed in 35th Annual General Meeting as the Statutory Auditors of
the Company to hold office until the conclusion of the 40th Annual General Meeting of the
Company. They have audited the financial statements of the Company for the year under
review. The observations of Statutory Auditors in their Report, read with relevant Notes
to Accounts are self-explanatory and, therefore, do not require further explanation. The
Auditors'
Report does not contain any qualification, reservation or adverse remark.
(B) SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Act and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Ms. Sunita Mathur (FCS 1743), a
Practicing Company Secretary carried out Secretarial audit of the Company for the
financial year 2022-23. The Secretarial Audit Report given by the Secretarial Auditors in
Form no. MR-3 is annexed as Annexure-F and forms an integral part of this report.
There is no qualification or adverse remark in the report.
Further, the Board of Directors in its meeting held on May 10, 2023 appointed Ms.
Sunita Mathur as Secretarial auditor for the financial year 2023-24.
(C) INTERNAL AUDITORS
M/s Mehra Goel & Co., Chartered Accountants have carried out the Internal Audit of
the Company for the financial year 2022-23.
Further, the Board of Directors in its meeting held on May 10, 2023 appointed M/s Sahni
Natarajan and Bahl, Chartered Accountants as internal auditor for the financial year
2023-24.
(D) REPORTING OF FRAUDS BY THE AUDITORS
During the year under review, the Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees to the Audit Committee under Section
143(12) of the Act, which would need to be mentioned in this Board's Report.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Your Company has continued their efforts to reduce energy consumption in its plants
& offices. The manufacturing units are constantly encouraged to improve operational
activities and maximizing production volumes and minimizing consumption of natural
resources. Systems and processes have been put in place for utilization and monitoring of
energy consumption for all the units. The Company has no direct exports. However, the
components supplied by the company to its customer are used in Export Vehicles'.
A detailed disclosure relating to conservation of energy, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under 134(3)(m) of the
Act, are provided in Annexure-G to this report.
38. CHANGES IN SHARE CAPITAL:
There has been no change in the capital structure of the Company during the year under
review.
39. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules'), all unpaid or
unclaimed dividends are required to be transferred by the Company to the IEPF established
by the Central Government, after the completion of seven (7) years from the date of
transfer to Unclaimed/Unpaid Dividend. Accordingly, unpaid or unclaimed dividend amounting
to Rs. 598,324.00/- which was unpaid /unclaimed for consecutive period of seven years,
were transferred to the Investor Education and Protection Fund Authority in accordance
with the provisions of the Act and rules made thereunder. The details of the consolidated
unclaimed/unpaid dividend as required by the Act read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
(hereinafter referred to at "IEPF Rules") for all the unclaimed/ unpaid dividend
accounts outstanding (drawn up to the date of 35th Annual General Meeting on September 26,
2022) have been uploaded under the
Company's website:.www.jbmgroup.com. Further, the unclaimed/ unpaid dividend for the
financial year 2015- 16 is due for transfer to IEPF.
Transfer of Shares underlying Unclaimed/Unpaid Dividend
Pursuant to the provisions of Section 124(6) of the Act read with the Rules, the shares
in respect of which Dividend has not been paid or claimed by the Shareholders for seven
(7) consecutive years or more are also required to be transferred in the account of IEPF
authority.
Accordingly, Company had transferred 14,054 equity shares on which dividends have not
been claimed for seven consecutive years in favor of IEPF authority. In view of above,
concerned Shareholders are requested to kindly claim the Unpaid/Unclaimed Dividend before
transferring the same to IEPF authority. Further in terms of the provisions of Section 124
of the Act read with the Rules, a notice has been sent to the Shareholders individually
and also be published in Newspaper, inviting the attention of the Shareholders to claim
their Dividends.
40. PREVENTION OF INSIDER TRADING:
Pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015,
Company is required to formulate a code of practices and procedures for fair disclosure of
unpublished price sensitive information and Code of Conduct for regulating, monitoring and
reporting of Trading of Shares by Insiders.
Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of
Un-Published Price Sensitive Information and the Code of Conduct for regulating,
monitoring and reporting of Trading of Shares by Insiders in terms of the SEBI
(Prohibition of Insider Trading) Regulations, 2015. ("Regulation").
The objective of these codes is to prevent misuse of Unpublished Price Sensitive
Information ("UPSI") by designated persons and their immediate relatives. The
Board has also formulated and adopted a Policy on Determination of Legitimate Purpose as
per the provisions of these Regulations.
Further, the Company has also put in place adequate & effective system of internal
controls and standard processes to ensure compliance with the requirements given under
these regulations for prevention of insider trading.
The said Codes are uploaded on the website of the
Company.at www.jbmgroup.com.
41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
Pursuant to the Section 134(3) of the Act read with Rule 8 of Companies (Accounts)
Rules, 2014, a Statement to the effect that the Company has duly complied with the
provisions related to Constitution of Internal Complaints Committee (ICC) under the Sexual
Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)" has
to be included in the Board's Report.
In accordance with the above mentioned provisions of POSH, Company has adopted the
"Policy on Prevention of Sexual Harassment of Women at Workplace". Further, the
Company has also constituted ICC in terms of the provisions of POSH which includes
individuals having relevant experience.
The Company has zero tolerance policy for Prevention, Prohibition and Redressal of
Sexual Harassment at
Workplace in terms of the provisions of the Sexual Harassment of Women at Workplace
(Prevention,
Prohibition and Redressal) Act, 2013. All women associates (permanent, temporary,
contractual and trainees) as well as any women visiting to the Company's office premises
or women service providers are covered under this said Policy. All employees are treated
with dignity with a view to maintain a work environment free of sexual harassment whether
physical, verbal or psychological.
The Company has also complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Your Directors further state that
during the year under review, there were no cases filed pursuant to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
42. CODE OF CONDUCT:
Pursuant to the Regulation 17(5) of Listing Regulations, the Board of Directors of the
Company has formulated and adopted Code of Conduct (the Code') for members of Board
of Directors and Senior Management. The Code gives guidance on adherence to ethical
conduct of business and compliance of law, which, inter-alia, includes the duties of
independent directors as laid down in the Companies Act, 2013. The aforesaid code is also
available on the Company's website at www. jbmgroup.com.
In terms of the Regulation 26(3) of Listing Regulations, all the Board Members and the
Senior Management personnel have affirmed the compliance with the Code for the financial
year 2022-23. A declaration to this effect, signed by the Managing Director forms part of
the Corporate Governance Report.
43. AWARDS & ACCOLADES:
During the period under review, your Company has accomplished major achievements for
which it has been awarded by its customer, Some awards and accolades received by the
company during the year are as follows: MSVC - MSIL Vendor conference Award:
- On Yield Improvement
- On Human Resources
FICCI Industry 4.0 Awards
CII Kaizen Pokayoke Competition CII National Technology Competition
ACMA (WESTERN REGION) QUALITY CIRCLE COMPETITION
17th CII National Circle Competition 9th ACMA WR Zonal Kaizen Competition
CII National Technology Competition-2022
The Champions Trophy-2022
CII 3M category
44. PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration and other details as required in terms of the
provisions of Section 197(12) of the Act read with rules 5(1) and 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, required to be
provided in Annual Report.
However, in terms of first proviso to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information is being sent to the members of the Company and the
aforesaid information is available for inspection on all working days, during business
hours, at the Registered Office of the Company. Further, any member interested in
obtaining such information may write to the Company Secretary.
45. PERSONNEL:
As on March 31, 2023, total number of employees on the records of your Company were
941.
Your Directors place on record their appreciation for the significant contribution made
by all employees, who through their competence, dedication, hard work, cooperation and
support have enabled the Company to cross new milestones on a continual basis.
46. MCA GREEN INITIATIVES:
In Compliance with MCA General Circular No. 10/2022 dated December 28, 2022 read with
circular number 02/2022datedMay05,2022andcircularnumber20/2020 dated, May 5, 2020, issued
by the Ministry of Corporate Affairs, Notice of the AGM along with the Annual Report
2022-23 is being sent only through electronic mode to those Members whose email addresses
are registered with the Company/ Depositories. Members may note that the Notice and Annual
Report 2022-23 will also be available on the Company's website at www.jbmgroup. com and on
the websites of Stock Exchanges i.e. BSE
Limited and National Stock Exchange of India Limited at www.bseindia.com and
www.nseindia.com respectively.
47. GENERAL:
Your Directors state that no disclosure or reporting is required to be made in respect
of following stated matters as there were no such transactions/events taken place during
the period under review:
The Company had not issued equity shares with differential rights as to
dividend, voting or otherwise.
The Company had not issued shares (including sweat equity shares) to employees
of the Company under any scheme.
The Company does not have any scheme of provision of money for the purchase of
its own shares by employees or by trustees for the benefit of employees.
The Managing Director have not received any remuneration or commission from any
of its subsidiaries.
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
As on the date of the Report any application is not pending under the Insolvency
and Bankruptcy
Code, 2016 and the Company did not file any application under (IBC) during the
Financial Year 2022-23.
During the year under review, the Company has not entered in any one time
settlement with any of the Banks/Financial Institutions and therefore, the relevant
disclosures are not applicable to the Company.
The maintenance of cost records has not been specified by the Central Government
under sub-section (1) of section 148 of the Act for the business activities carried out by
the Company. Cost Audit under Companies (Cost Records and Audit) Rules, 2014 is not
applicable on the Company.
Further, your company has passed a Special Resolution for enabling the Board of
Directors for Issue of securities under Section 42, 62 and 71 of the Act, at 35th AGM held
on September 26, 2022, however, due to slowdown in market and continued pandemic spread,
there was no opportunity to access market for raising funds. The said Special Resolution
was valid for one year. For exploring alternate funding sources, it is proposed to pass
again the said resolution for raising funds through issuance of Securities in terms of
Section 42, 62 and 71 of the Act. The same will be placed before the members for their
approval at the ensuing AGM.
48. ACKNOWLEDGEMENT:
Your Directors acknowledge the continued assistance, guidance and Co-operation received
from Maruti Suzuki India Limited, Suzuki Motor Corporation, Japan, Suzuki Motor
Gujarat Private Limited and all its other TA partners.
Your Directors also wish to express their sincere appreciation for the assistance and
co-operation received from the Banks, State Government and Central Government authorities,
vendors and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services rendered by all the
employees of the Company.
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