Dear Members,
JYOTI STRUCTURES LIMITED
The Directors have pleasure in presenting the 48th Annual Report on
business and operations of the Company along with Standalone and Consolidated Audited
Financial Statements for the year ended March 31, 2023.
OVERVIEW OF THE COMPANY
The Board of Directors of the Company is submitting this report in
compliance with the provisions of the Companies Act, 2013 read with rules and regulations
framed thereunder ("Act") and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations").
This Report was discussed in a meeting held with Key Managerial
Personnel ("KMP") and thereafter taken on record by the Board.
FINANCIAL RESULTS
Performance of the Company, on standalone basis, for the FY ended March
31, 2023 is as summarized below:
Particulars |
Financial Year Ended March
31, 2023
Financial Year Ended March 31, 2022 |
Income from Operations |
23107.42 |
544.14 |
Profit before Interest and Depreciation |
173.04 |
(3,556.37) |
Financial Cost |
37.80 |
- |
Depreciation and Amortization (Net) |
540.95 |
707.75 |
Profit / (Loss) before tax |
(405.71) |
(4264.12) |
Tax Expenses |
- |
- |
Profit/(Loss) after tax |
(405.71) |
(4264.12) |
Note:
Previous period figures have been re-arranged, re-grouped,
re-calculated and re-classied, wherever necessary.
STATE OF COMPANY'S AFFAIRS
During the financial year under the review, the Company has secured two
major contracts, which inter alia include Setting up several transmission lines in Madhya
Pradesh, Khavda and Goa, turnkey design, supply and construction of 765 KW D.C
Transmission Line and 400 KW D.C.Transmission Line, which are under execution.
The Company had filed Interlocutory Application before the Hon'ble
NCLT, Mumbai Bench, seeking exclusion of timelines for various actions under the approved
resolution plan. Further, the Company has filed an Appeal before the Hon'ble NCLAT, Delhi
Bench, against the Oder passed by Hon'ble NCLT, Mumbai Bench regarding exclusion of
timelines for various action under the approved resolution plan.
MANAGEMENT DISCUSSION AND ANALYSIS
As required in terms of the SEBI LODR Regulations, the Management
Discussion and Analysis is annexed to this Report and provides details on overall industry
Structure and Developments during financial year under review.
SECRETARIAL STANDARDS
Your Company has endeavored to follow applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of sub-section (3) of Section 129 of
the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the
Company, including the financial details of its subsidiary companies, forms part of this
Annual Report. The Consolidated Financial Statements have been prepared in accordance with
the Accounting Standards prescribed under Section 133 of the Act.
ROAD AHEAD
India has an installed power generation capacity of over 416 GW. In
2022-23, India consumed 1503.65 billion units which is a 9.4% rise over 2021-22.
Consumption has grown at a steady clip each year since 2009-10 when it was 747 billion
units. Power distribution companies suffer from a legacy of high transmission losses and
inability to hike prices.
The Central Electricity Authority (CEA) estimates India's power
requirement to grow to reach 817 GW by 2030. The government plans to establish renewable
energy capacity of 500 GW by 2030.
PERFORMANCE HIGHLIGHTS
At standalone level, the total income stood at INR 23107.42 Lacs during
the FY 2022-2023, as compared to Rs. 544.14 Lacs in the previous year. The net loss before
tax stood at INR 405.71 Lacs during the FY 2022-2023, as compared to net loss before tax
of INR 4264.12 Lacs in the previous year
TRANSFER TO RESERVES
In view of losses incurred by the Company during the Financial Year, no
amount has been transferred to the General Reserve.
Pursuant to implementation of Resolution Plan, the Company has
restructured the capital and also has come up with issue of JSL Employee Stock Option
Scheme 2021 ("JSL ESOS 2021").
DIVIDEND
In view of losses incurred during the period under review, the Company
does not recommend any dividend on the equity shares for the financial year ended March
31, 2023.
SHARE CAPITAL AND LISTING OF SHARES
l AUTHORIZED SHARE CAPITAL
During the year under review, consequent to the approval of issuance of
JSL ESOS 2021, the Company increased authorized share capital of the Company to
INR.1,86,30,00,000 /- (Rupees One Hundred Eighty-Six Crore Thirty Lacs only) of share
capital comprising of (i) INR 1,47,30,00,000/-( Rupees One Hundred Forty-Seven Crore
Thirty Lacs Only) equity share capital divided into 73,65,00,000 (Seventy-Three Crores
Sixty-Five Lacs) equity shares of a face value of INR 2/- each; (ii) INR.25,00,00,000/-
(Rupees Twenty-Five Crore only) of preference share capital divided into 25,00,000
(Twenty-Five Lacs only) preference shares of a face value of INR 100/- each; and(iii) INR
14,00,00,000/- (Rupees Fourteen Crore only) of preference share capital divided into
7,00,00,000 (Seven Crore only) preference shares of a face value of INR 2/- each.
The Paid-up Equity Share Capital of the Company as on March 31, 2023
was Rs. 126,90,55,420/- (Rupees One Hundred and Twenty-Six Crores, Ninety Lacs, Fifty-Five
Thousand Four Hundred and Twenty only)
The equity shares of the Company are listed and traded in compulsory
dematerialized form on the BSE Limited ("BSE") and the National Stock Exchange
of India Limited ("NSE").
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
As per Section 129 of the Act, if the Company has any subsidiary (ies)
and associate company (ies), the Company along with its Standalone Financial Statements is
required to provide Audited Consolidated Financial statements to its shareholders in the
Annual General Meeting.
Details of subsidiary, associate and joint venture of the Company as on
March 31, 2023, are as follows:
In Standalone and Consolidated Financials, the company has included the
figures / amounts for the year ended as on date in respect of its Seven branches
(management certified) at Bhutan, Kenya, Tanzania, Georgia, Tunisia, South Africa and
Uganda; The figures of three branches namely Dubai, Egypt, Kuwait are prior to March 2018
in absence of requisite detail. The financial statements include the assets, liabilities,
income and expenditure in respect of fourteen branches.
The Consolidated Financial Statements include the following Subsidiary
companies:
No. Subsidiaries |
% |
Audited/Management |
Country |
(including step down subsidiaries) |
|
Certified |
|
1 JSL Corporate Services Ltd. |
100 |
Audited |
India |
2 Jyoti Energy Ltd. |
100 |
Audited |
India |
3 Jyoti Structures FZE |
100 |
Management Certified |
United Emirates |
4 Jyoti Structures Nigeria Ltd. |
100 |
|
Nigeria |
5 Jyoti Structures Kenya Ltd. |
100 |
|
Kenya |
6 Jyoti Structures Namibia (Pty) Ltd. |
70 |
|
Namibia |
7 Jyoti Structures Africa (Pty) Ltd. |
70 |
|
South Africa |
The Consolidated Financial Statement does not includes the results of
the following entities in absence of requisite details:
No. Subsidiaries (including step down
subsidiaries) |
% |
Country |
1 Jyoti International Inc |
100 |
United States of America |
2 Jyoti America LLC |
100 |
United States of America |
3 Jyoti Structures Canada Limited |
100 |
Canada |
Joint Venture Companies |
|
|
1 Gulf Jyoti International LLC |
30 |
United Arab Emirates |
2 GJIL Tunisia Sarl |
49 |
Tunisia |
In compliance with applicable provisions of the Act, a statement
containing the salient features of the financial statements of the subsidiaries/
associates /joint ventures companies is provided in Form AOC-1 for the year ended March
31, 2023, is annexed and forms part of this Report.
Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements along with relevant
documents are available on the website of the Company http://jyotistructures.in/
investor.html. The Audited Standalone and Consolidated Financial Statements are prepared
in accordance with the prescribed accounting standards, forms part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of the Board
The Board was constituted with following 6(Six) directors:
S No. Name of Director |
Designation |
1 Dr. Rajendra Prasad Singh |
Chairman, Independent Director |
2 Mr. Kannan Ramamirtham |
Independent Director |
3 Mr. Mathew Cyriac |
Non- Executive Director |
4 Mr. Abhinav Rishi Angirish |
Non- Executive Director |
5 Dr. Govind Prasad Saha |
Independent Director |
6 Mrs. Monica Akhil Chaturvedi |
Independent Director |
l Retire by Rotation on the Board of Directors of the Company
During the period under review, none of the Directors would retire by
rotation at the ensuing Annual General Meeting.
Key Managerial Personnel (KMP)
S No. Name of Key Managerial Personnel |
Designation |
1 Mr. Abdul Hameed Khan |
Chief Executive Officer |
2 Mr. Kumar Balan |
Chief Financial Officer |
3 Ms. Sonali K Gaikwad |
Company Secretary & Compliance Officer |
4 Mr. A P Padmakumar |
Chief Operating Officer (International Business) |
5 Mr. Rajesh Kumar Singh |
Chief Operating Officer (Domestic Business) |
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each
independent director who are part of Board confirming that he/she meets the criteria of
independence as laid out in Section 149(6) of the Companies Act, 2013 read with the
schedules, rules made thereunder and Regulation 16(1) (b) of the Listing Regulations.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
One of the Key responsibilities and role casted on the Board is to
monitor and evaluate the performance of the Board, Committees and Directors.
The Company is in process of preparing a policy containing, inter alia
the criteria for performance evaluation of the Board, its Committees and Individual
Directors.
MEETINGS OF THE BOARD
8 meetings of the Board of Directors were held on May 9, 2022, May 30,
2022, August 12, 2022, September 6, 2022, November 11, 2022, December 12, 2022, January
12, 2023 & February 13, 2023 during the year under review.
COMMITTEES OF THE BOARD
3 meetings of Nomination and Remuneration Committee were held on May 9,
2022, June 14, 2022 & September 6, 2023.
5 meetings of Audit Committee were held on May 30, 2022, August 12,
2022, September 6, 2022, November 10. 2022 & February 13, 2023.
3 meetings of Stakeholders Relationship Committee were held on May 30,
2022, September 6, 2022, November 10, 2022. One meeting of each Independent Director and
Risk Management Committee meeting were held on March 23, 2023. The intervening gap between
the Meetings was within the period prescribed under the Act and SEBI LODR.
For attendance and other details please refer the Corporate Governance
Report, which forms part of the Annual Report 2022-2023.
REMUNERATION POLICY
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act,
2013, the Policy on appointment of Board Members including criteria for determining
qualifications, positive attributes, independence of a director and the details of this
policy are given in the Corporate Governance Report which forms part of this Annual
Report.
The Details pertaining to remuneration paid to the Key Managerial
Personnel is provided under Annexure I.
The Company is in process of preparing a policy containing in relation
to remuneration of Key Managerial Personnel and other employees.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the requirements of sub-section (12) of Section 197 of the
Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining
to the remuneration and other details is not applicable, as no remuneration has been paid
to Directors in FY 2022-2023, therefore it is not applicable for the current period.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
The details of Contract or arrangements entered into by Company with
related parties referred to in Section 188 of the Act, including certain arm's length
transaction under third proviso thereto for the financial year under scrutiny forms part
of the Balance Sheet.
CORPORATE SOCIAL RESPONSIBILITY
Please take note that as the Company does not have net profits during
any 3 previous financial years therefore provisions of Section 135 of the Act is not
applicable.
The Annual Report on CSR containing the particulars specied in the
Annexure II to the Companies (CSR Policy) rules 2014 is annexed and forms part of this
Report.
The Company's Policy on CSR is available on the Company's
website www.jyotistructures.in.
RISK MANAGEMENT
The Company is engaged in Engineering, Procurement and Construction
("EPC") business and is exposed to various risks in the areas it operates. The
risk management mechanism forms an integral part of the business planning and review cycle
of the Company and it is designed to provide reasonable assurances that goals are achieved
by integrating management control into daily operations, by ensuring compliance with legal
requirements and by safeguarding the integrity of the Company's financial reporting
and its related disclosures. The identication, analysis and putting in place the process
for mitigation of these risks is an ongoing process.
The Risk Management Committee of Directors constituted by the Board
inter alia reviews Enterprise Risk Management functions of the Company and is responsible
for framing, implementing, monitoring and reviewing Risk Management framework of the
Company.
The Company is in process of preparing Risk Management Policy for the
purpose of risk minimization and anticipation in case of future potential risks.
RELATED PARTY TRANSACTIONS
With reference to Section 134(3) (h) of the Companies Act, 2013, all
contracts and arrangements with related parties except one transaction under Section
188(1) of the Companies Act, 2013 entered by your Company during the year under review,
were in the ordinary course of business and on an arm's length basis.
Related party transactions during April 1, 2022 to March 31, 2023 are
reported in financial statements of the Company. The Company's policy on related
party transaction which is available on the Company's website www.jyotistructures.in.
AUDIT REPORTS AND AUDITORS
Audit Reports
The Auditors' Report for 2023 does not contain any qualification,
reservation, or adverse remark. The Report is enclosed with the Financial statements in
this Integrated Annual Report.
The Secretarial Auditors' Report for 2023 does not contain any
qualification, reservation, or adverse remark. The Secretarial Auditors' Report is
enclosed as Annexure III to the Board's report, which forms part of this Integrated
Annual Report.
Statutory Auditors
Pursuant to the provisions of the Section 139 of the Act and the Rules
made, M/s. G.P. Sharma & Company, LLP, Chartered Accountants were appointed as
Statutory Auditor for a period of 1 (one) year, i.e., FY 2022-2023. The appointment and
remuneration of Statutory Auditor has been duly approved by the Board and the lenders.
Cost Auditors
Since the Company is not falling under the threshold limit of Cost
Audit, hence, Cost Audit is not applicable for the financial year 2022-2023.
Secretarial Auditors
Pursuant to provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has re-appointed M/s. Sandeep Dubey & Associates as the Secretarial Auditor of the
Company for the year ended March 31, 2023. The Secretarial Audit Report furnished by M/s.
Sandeep Dubey & Associates for the financial year 2023 is annexed as Annexure III to
this report. The Secretarial Audit Report furnished by M/s. Sandeep Dubey & Associates
contains some observations that are self-explanatory and need no further comments.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return for the F.Y. 2022-2023 is available on the
Company's Website i.e. www.jyotistructures.in.
FIXED DEPOSITS
During the year, Company has neither accepted nor renewed any new fixed
deposits.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees or investments covered under the
provisions of Section 186 of the Act are given in notes to the standalone financial
statements forming part of the Annual Report.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)
During the year, the Company has transferred as per the requirement of
the Act, unclaimed dividend amounts to Investor Education and Protection Fund.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements (to
the extent possible, instances of non- compliances as pointed in the secretarial audit
report) under the Act and as stipulated under the SEBI LODR Regulations. Management's
Discussion and Analysis, Corporate Governance Report, together with Auditors'
Certicate on compliance with the conditions of Corporate Governance as laid down are
enclosed, which form part of this Annual Report.
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls in place. The
Company has aligned its internal controls with the requirements of Act. The Company has
adopted Internal control is the policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information. The Company is committed to ensuring an effective Internal
Control environment that will help in preventing and detecting errors and irregularities,
thus ensuring security of Company's assets and efficiency of operations. The Company
has an internal control mechanism which is commensurate with the size and complexity of
business and aligned with evolving business needs. This is demonstrated through various
means including, but not limited to Code of Conduct together with the Whistle Blower
Policy.
Periodically, the Audit Committee takes cognizance of the signicant
risk assessment processes, audit plans, reported observations, recommendations and
adequacy of Internal Controls and provides directions and guidance including external
benchmarking of best practices for further action, if any. Extensive use of technology
ensures robustness and integrity of financial reporting and internal controls, allows
optimal use and protection of assets, facilitates accurate and timely compilation of
financial statements and management reports and ensures compliance with statutory laws,
regulations and company policies.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In accordance with the provisions stated in Section 177 of the Act and
Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company
has a vigil mechanism policy named Vigil Mechanism Policy (VMP) to deal with instances of
fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in
the Corporate Governance Report
CODE OF CONDUCT
The Company has a code of conduct for Board Members and Senior
Management Personnel and vigil mechanism (Whistle Blower Policy').
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company believes in providing a safe and harassment free workplace
for every women employee working with your Company. Your Company always endeavors to
create and provide an environment that is free from discrimination and harassment
including sexual harassment.
Your Company has a zero tolerance for sexual harassment at workplace
and, therefore it is also endeavoring for preparing a policy in this respect. The said
policy would be in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
During the year under review, no complaints were reported.
OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY
For your Company safety, health and well-being of its employees and
people working for it is of utmost importance. Your Company strives to take care of
environment and for sustainable business development and continues to develop and
implement environmental management system to measure, control and reduce the environmental
impact. Company's operations are in compliance with all applicable regulations.
The Company has stringently followed the stipulated guidelines for the
prevention of further spread of highly contagious COVID 19 and ensured safe working
atmosphere for employees and other stakeholders.
EMPLOYEES STOCK OPTION SCHEME
The Company obtained In-principle Approval from Bombay Stock Exchange
("BSE") on July 1, 2022 and National Stock Exchange ("NSE") on April
27, 2023 respectively.
The Company is in process of granting letters to eligible employees.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Company's
operations in future.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the
secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Board's report,
which forms part of this Integrated Annual Report.
TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN EXCHANGE
EARNINGS & OUTGO
The information on conservation of energy, technology absorption is
annexed and forms part of this Report as Annexure IV.
In the current financial year there were no foreign exchange earnings
and outgo.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 134 (3) (c) of the Act, Board of Directors
confirms that:
i applicable Accounting Standards have been followed in the preparation
of annual accounts for the year ended March 31, 2023 and that there are no material
departures; ii such accounting policies have been selected and applied consistently and
the judgments and estimates made are reasonable and prudent so as to give a true and fair
view of the state of affairs of your Company as at March 31, 2023 and of the loss of your
Company for the year ended on that date;
iii to the extent possible 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 your Company and for preventing and detecting
fraud and other irregularities.
iv the annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
We place on record our sincere appreciation of the valuable cooperation
and support received at all times by the Company from its bankers, other stakeholders,
concerned Government Departments, other authorities, its channel partners, employees and
shareholders.
|
For Jyoti Structures Limited |
Date : 22nd June, 2023 |
|
Place : Mumbai |
sd/- |
|
Dr. Rajendra Prasad Singh |
|
Chairperson & Independent Director |
|
DIN:00004812 |
|