To
The Members,
The Board of Directors are pleased to present the 17th Annual Report
along with the Audited Financial Statements of the Company for the financial year ended
31st March, 2024.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended March 31,
2024 is summarized below: (Rs. Lacs)
Particulars |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
Revenue from operations |
319.96 |
283.56 |
Other Income |
0.85 |
2.16 |
Profit before finance cost, depreciation, exceptional items
and tax |
35.60 |
46.51 |
Less: |
|
|
Finance cost |
10.51 |
13.61 |
Depreciation and amortization expense |
2.10 |
1.42 |
Profit before tax |
22.99 |
31.48 |
Tax expense |
5.80 |
12.20 |
Profit after tax |
17.19 |
19.28 |
Other Comprehensive Income Items that will not be
reclassified to profit and loss |
0.95 |
(16.77) |
Total Comprehensive Income for the year |
18.14 |
2.51 |
2. REVIEW OF OPERATIONS
During the Financial Year, the Company achieved Gross Revenue of
Rs.320.81 lacs as against Rs 285.72 lacs achieved during the previous year. The net profit
after tax for the Financial Year is Rs. 17.19 lacs as compared to Rs.19.28 lacs in the
previous year.
Your Company's step-down subsidiary i.e. JWIL Infra Limited
("JWIL") - During the Financial Year 2023-24, JWIL recorded Operations
Revenue of Rs. 2,164.25 Crores as against previous Financial Year Operations Revenue of
Rs. 940.44 Crores, witnessing a growth of about 130% over previous year. The Company has
achieved EBIDTA, PBT and PAT of Rs 195.01 Crores, Rs. 160.22 Crores and Rs. 114.16 Crores
respectively as against Rs. 83.58 Crores, Rs. 59.94 Crores and Rs. 42.84 Crores in
previous FY 2022-23. JWIL have also been able to maintain and improve Profitability
marginally with various cost saving initiatives. The Company is focused on Digitalization
of processes along with operational efficiency and has taken various steps to achieve the
same.
As a company, JWIL is doing selective bidding for new projects, based
on parameters laid down by the Board in this respect. During the FY 2023-24, JWIL has been
awarded orders worth Rs. 1,805 Crores to cater drinking water supply requirements. After
considering orders received during FY 2023-24, JWIL closing Order book as on 31st March
2024 stood for more than Rs. 4000 crores. During the coming Financial Year 2024-25, JWIL
is targeting to complete five projects, namely Chhitakhudari, Byarma, Patyora, Guwahati C1
and Guwahati C3.
JITF Urban Infrastructure Limited ("JUIL") is the largest
WtE developer in India with portfolio of about 111 MW having a robust footing in Indian
Waste to Energy and Waste Management space with more than 12 years of experience, poised
to be the leader in this sector in the country. During the Financial Year 2023-24, JUIL
sustained a strong performance and achieved a revenue of
Rs. 368.91 Crores against Rs. 280.57 Crores during FY 2022-23 at
consolidated level. JUIL has created a niche in Indian Waste to Energy (WtE) segment with
vast experience of successfully operating WTE Plant for more than 12 years in adherence of
the emission norms set by the Pollution Control Board. Okhla WtE plant with capacity of 23
MW has generated a revenue of Rs. 69.40 crores during FY 2023-24. It has processed about
6,47,960 MT of MSW during FY 2023-24 and converted it into greener energy over 165.2
million units out of which about 141.5 million units were exported to the grid, compost
over 988 tons and recyclables above 736 tons. On environment indices, this plant, since
its inception, has prevented around 100 acres of land (considering Landfill height of 20
Meters) to get converted into Landfill and generation of above 10 million KL of leachate
which would have contaminated the ground water by seepage.
JUIL has 7 WtE operational and under-construction projects amounting to
a total capacity of approx. 111 MW. Out of them, three projects located at Guntur and
Visakhapatnam both in Andhra Pradesh and Tehkhand, New Delhi were commissioned in October'
2021, February' 2022 and January' 2023 respectively. Guntur plant and Visakhapatnam plant
generated a revenue of Rs.71.37 Crores and Rs. 56.27 Crores respectively during the FY
2023-24.
Guntur plant is successfully generating power with PLF between 90% to
100% and exporting to the Grid. Guntur Plant has processed 3,19,392 MT of MSW and 51,609
MT of RDF during the FY 202324 which was converted into green energy and generated 133.11
million units of power out of which about 115.46 million units was exported to grid.
Guntur Plant has treated 50,5585 KL of leachate since August 2021 which would have
otherwise caused contamination of Ground water and the treated water is being used for
green belt development.
Visakhapatnam plant has processed 3,31,424 MT of MSW and 99,102 MT of
Refuse Derived Fuel during FY 2023-24 and converted it into greener energy over 122.985
million units out of which about 106.856 million units exported to the grid. It has also
treated 23398 KL of leachate during the FY 2023-24.
15 MW Waste to Energy plant at Ahmedabad is in advanced stage of
commissioning activities and is expected to achieve Commercial Operation by June 2024.
JUIL will have the capacity of handling around 9000 MT of MSW per day on successful
operation of all plants. In addition to these projects, JUIL has successfully bid for 30
MW Waste to Energy project at Narela-Bawana, New Delhi. The performance of all the plants
has been remarkably good with plant stabilization, improved efficiency and high PLF since
start of its operations.
Jindal Rail Infrastructure Limited ("JRIL") has delivered
strong business performance and achieved total revenue of Rs. 750.11 Crores during FY
2023-24, an increase of almost 110% as compared to last financial year.
Demand for freight wagons both from Indian Railways and Private Sector
clients is increasing driven by robust growth in Railway sector. JRIL will benefit from
favorable outlook of wagon industry as growing demand for wagons will increase company's
capacity utilization, support its operating profitability, and enhance its competitive
positioning.
JRIL has strong order-book from Private sector customers and expects to
receive more orders in the coming months, providing clear revenue visibility for FY
2024-25 and beyond. JRIL has excellent in-house wagon design and engineering capabilities
which enhances its competitive positioning in the market.
3. DIVIDEND
To cater to the working capital requirement, the Board of Directors
express that the profits of the company be retained and therefore, do not recommend any
dividend for the Financial Year 2023-24.
4. CHANGES IN NATURE OF BUSINESS, IF ANY
There are no changes in the nature of business of your Company during
the year under review.
5. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the
financial position of the company between the end of the year and date of this report.
6. TRANSFER TO RESERVES
No amount has been transferred to the General Reserve during the year
under review.
7. SHARE CAPITAL
The paid-up Equity Share Capital as at March 31,2024 stood at Rs.
514.07 lacs. During the year under review, the Company has not issued any: a) shares with
differential voting rights; b) sweat equity shares; c) equity shares under the Employees
Stock Option Scheme.
8. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
- 1 to this Report.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report, as stipulated under
Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015 forming part of this report, has been attached to this Report.
10. FINANCIAL STATEMENTS
The Audited Financial Statements of the Company, which form a part of
this Annual Report, have been prepared pursuant to Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, in accordance with the
provisions of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules,
2014.
Audited annual consolidated financial statements forming part of the
Annual Report have been prepared in accordance with Companies Act, 2013, Indian Accounting
Standards (Ind AS) 110 - Consolidated Financial Statements' and Indian Accounting
Standards (Ind AS) 28 - Investments in Associates and Joint Ventures' and all other
Ind AS provisions as may be applicable, notified under Section 133 of Companies Act, 2013
read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to
time.
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES Your
Company has the following subsidiaries:
Direct Subsidiary
1. JITF Urban Infrastructure Services Limited
Indirect Subsidiary
1. Jindal Rail Infrastructure Limited
2. JWIL Infra Limited
3. JITF Urban Infrastructure Limited
4. JITF Water Infra (Naya Raipur) Limited
5. JITF ESIPL CETP (Sitarganj) Limited
6. JWIL Infra Projects Limited
7. Timarpur-Okhla Waste Management Company Limited
8. JITF Urban Waste Management (Jalandhar) Limited
9. JITF Urban Waste Management (Bathinda) Limited
10. JITF Urban Waste Management (Ferozepur) Limited
11. Jindal Urban Waste Management Limited
12. Jindal Urban Waste Management (Guntur) Limited
13. Jindal Urban Waste Management (Visakhapatnam)Limited
14. Jindal Urban Waste Management (Jaipur) Limited
15. Jindal Urban Waste Management (Jodhpur) Limited
16. Jindal Urban Waste Management (Ahmedabad) Limited
17. Tehkhand Waste to Electricity Project Limited
18. Jindal Urban Waste Management (Bawana) Limited
19. Quality Iron and steel Limited
Joint Ventures of Indirect subsidiary
1. JWIL-SSIL (JV)
2. SMC-JWIL(JV)
3. JWIL-Ranhill (JV)
4. TAPI-JWIL (JV)
5. MEIL JWIL (JV)
6. JWIL SPML (JV)
7. OMIL-JWIL -VKMCPL(JV)
8. KNK-JWIL(JV)
9. SPML-JWIL (JV)
10. JWIL- OMIL- SPML (JV)
11. JWIL- LCC (JV)
Associates Company
1. Four Season Investments Limited
12. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
During the Financial Year, the Board of Directors reviewed the affairs
of the subsidiary companies. Pursuant to provisions of Section 129 (3) of the Companies
Act, 2013, a statement containing salient features of the Financial Statements of the
Company's subsidiaries in Form AOC-1 is attached as Annexure-2 to this report. In
accordance with the provisions of Section 136 of the Companies Act, 2013, the standalone
Financial Statements of the company, the Consolidated Financial Statements along with
relevant documents and separate audited accounts in respect of subsidiaries, are available
on the website of the company i.e. www.jindalinfralogistics.com.
The annual accounts of these subsidiaries and the related information
will be made available to any member of the Company / its subsidiaries seeking such
information and are available for inspection by any member of the Company / its
subsidiaries at the Registered Office of the Company. The annual accounts of the said
subsidiaries will also be available for inspection at the Corporate Office/ Registered
office of the respective subsidiary companies and is also available on our website www.
jindalinfralogistics.com. These documents will also be available for inspection during
business hours at our registered office.
The Policy for determining Material Subsidiaries, adopted by your
Board, in conformity with Regulation 16 (c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, can be accessed on the Company's website at
http://www.jindalinfralogistics.com/policypdf/POLICY- FOR DETERMINING-MATERIAL
-SUBSIDIARIES.pdf.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act,
2013 with respect to Directors' Responsibility Statement, it is hereby confirmed by the
Board of Directors: -
a. that in the preparation of the annual accounts for the Financial
Year ended 31st March, 2024, the Indian Accounting Standards (IND AS) had been followed
along with proper explanation relating to material departures;
b. that they had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year ended on that period.
c. that they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d. that they had prepared the accounts for the financial year ended
31st March, 2024 on a going concern' basis;
e. that they had 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. that they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
14. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS -1
and SS - 2, relating to "Meetings of the Board of Directors' and "General
Meetings' respectively, have been duly followed by the Company.
15. CORPORATE SOCIAL RESPONSIBILITY
During the Financial year under review, the Company doesn't fulfill the
criteria covered under Section 135 of the Companies Act, 2013. Therefore, the provision
related to Corporate Social Responsibility is not applicable to the Company.
16. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Declaration of Independence from all
Independent Directors as stipulated under Section 149 (7) of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, confirming that they meet the criteria of Independence.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As at March 31,2024, Composition of the Board was as follows:
DIN: |
Name of Director |
Position of Directorship |
00038033 |
Mr. Arun Kumar Khosla |
Non-Executive Director |
08190565 |
Mr. Amarendra Kumar Sinha |
Whole- time Director |
00005349 |
Dr. Raj Kamal Aggarwal |
Independent Director |
05112440 |
Mr. Girish Sharma |
Independent Director |
00131460 |
Mr. Dhananjaya Pati Tripathi |
Independent Director |
08936073 |
Ms. Kanika Sharma |
Non-Executive Director |
Your Board of Directors are duly constituted with proper balance of
Executive Director, NonExecutive Directors and Independent Directors with rich experience
and expertise across a range of field such as corporate finance, strategic management,
accounts, legal, marketing, human resource and strategy.
At the ensuing Annual General Meeting, Ms. Kanika Sharma, Non-
Executive Director (DIN- 08936073 of the company, retire by rotation and being eligible,
offer herself for re-appointment.
In terms of the Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all Independent Directors of the Company have enrolled
themselves on the Independent Directors Databank and will undergo the online proficiency
self-assessment test within the specified timeline unless exempted under the aforesaid
Rules.
An appropriate resolution for the appointment is being placed for your
approval at the ensuing AGM. The brief resume of the Director and other related
information has been detailed in the Notice convening the 17th AGM of your Company.
Policy on Directors' Appointment and Remuneration
The Nomination and Remuneration Committee selects the candidate to be
appointed as the Director on the basis of the needs and enhancing the competencies of the
Board of the Company.
The current policy is meant to have a balance of executive and
non-executive Independent Directors to maintain the independence of the Board and
separates its functions of governance and management.
The composition of Board of Directors during the Financial Year ended
March 31, 2024 are in conformity with Regulation 17 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section
149 of the Companies Act, 2013.
The policy of the Company on directors' appointment, including criteria
for determining qualifications, positive attributes, independence of a director and other
matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and
the remuneration paid to the directors is governed by the Nomination and Remuneration
Policy of the Company.
18. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 (2) OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
None of the employee of your Company, who were employed throughout the
Financial Year, were in receipt of remuneration in aggregate of Rs.1,02,00,000 (Rupees One
Crore Two Lakh) or more or if employed for the part of the financial year was in receipt
of remuneration of Rs. 8,50,000 (Rupees Eight Lakh Fifty Thousand) or more per month.
19. DISCLOSURE UNDER SECTION 197 (14) OF THE COMPANIES ACT, 2013
Neither the Executive Director nor the Chairman of the Company received
any remuneration or commission from Subsidiary Company during the Financial Year.
20. FORMAL ANNUAL EVALUATION
The Company has devised a Policy for performance of the Board, its
Committees and of individual Directors which includes criteria for performance evaluation
of non-executive directors and executive directors under section 178 (1) of the Companies
Act, 2013. This may be accessed at the link http://
www.jindalinfralogistics.com/policypdf/Performance-Evaluation.pdf.
On the basis of the Policy for performance evaluation of Independent
Directors, Board, Committees and other Directors, a process of evaluation was followed by
the Board for its own performance and that of its committees and individual Directors. The
details of same have been given in the report on corporate governance annexed hereto.
The details of programme for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates and related matters have been uploaded on the
website of the Company at the link http:// www.
jindalinfralogistics.com/policypdf/Familiarization-Programme-of-Independent-Directors.pdf.
21. CORPORATE GOVERNANCE
The Company is committed to maintaining the highest standards of
Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI.
The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The
requisite certificate from the Auditors of the company confirming compliance with the
conditions of Corporate Governance is attached to this report on Corporate Governance.
22. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
The regulation 23(4) states that all related party transactions (RPTs)
with an aggregate value exceeding Rs. 1,000 crores or 10% of annual consolidated turnover
of the Company, whichever is lower, shall be treated as Material Related Party Transaction
(MRPTs) and shall require prior approval of shareholders. The said limits are applicable,
even if the transactions are in the ordinary course of business of the concerned company
and at an arm's length basis.
During the year under review, the Company through its subsidiaries has
entered into material related party transactions with related parties. All the related
party transactions are in compliance with the
provisions of SEBI Listing Regulations as applicable during the
financial year ended 31st March, 2024.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the Company's
website at the link: http://www.
jindalinfralogistics.com/policypdf/POLICY%20ON%20RELATED%20 PARTY%20 TRANSACTIONS. pdf.
The details of the transactions with related parties are provided in
the notes accompanying standalone financial statements.
23. RISK MANAGEMENT POLICY
The Company's robust risk management framework identifies and evaluates
business risks and opportunities. The Company recognizes that these risks need to be
managed and mitigated to protect its shareholders and other stakeholders interest, to
achieve its business objectives and enable sustainable growth. The risk frame work is
aimed at effectively mitigating the Company's various business and operational risks,
through strategic actions. Risk management is embedded in our critical business
activities, functions and processes. The risks are reviewed for the change in the nature
and extent of the major risks identified since the last assessment. It also provides
control measures for risks and future action plans.
24. AUDITORS & THEIR REPORT
(A) STATUTORY AUDITORS
The Members of the company had appointed M/s Lodha & Co, Chartered
Accountants, (ICAI Firm Registration No. 301051E), as Statutory Auditor of the company for
a term of 5 (Five) consecutive years from conclusion of 15th Annual General Meeting until
the conclusion of 20th Annual General Meeting. The M/s Lodha & Co, Chartered
Accountant have confirmed that they are not disqualified from continuing as Auditors of
the Company. Auditors' remarks in their report read with the notes to accounts referred to
by them are self-explanatory. There has been no fraud reported by the Statutory Auditors
of the Company.
(B) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board had appointed M/s S. Bhawani Shankar & Associates, Practicing
Company Secretaries, to conduct Secretarial Audit of the Company for the Financial Year
2023-24. The Secretarial Audit Report for the Financial Year ended 31st March 2024 is
annexed herewith marked as Annexure - 3 to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark.
The Company is in compliance with Regulation 24A of the Listing
Regulations. The Company's material subsidiaries undergo a Secretarial Audit. Copy of
Secretarial Audit Reports of Material Subsidiaries ie, JITF Urban Infrastructure Services
Limited, JITF Urban Infrastructure Limited, Jindal Rail Infrastructure Limited, JWIL Infra
Limited, Jindal Urban Waste Management (Guntur) Limited, Timarpur- Okhla Waste Management
Company Limited and Tehkhand Waste To Electricity Project Limited forms part of this
report. The Secretarial Audit Report of these material subsidiaries does not contain any
qualification, reservation, adverse remark or disclaimer.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
i. Auditors' Report
There have been no fraud, qualification, reservation or adverse remark
reported by the Statutory Auditors of the Company.
ii. Secretarial Auditor's Report
There are no qualifications, reservation or adverse remark reported by
the Secretarial Auditors in their report.
25. MAINTENANCE OF COST ACCOUNTS AS PER SECTION 148 (1) OF THE
COMPANIES ACT, 2013 READ WITH RULE COMPANIES (COST RECORD AND AUDIT), 2018.
Your Company doesn't fall under the criteria as specified under Section
148 (1) of the Companies act, 2013 read with Rule Companies (Cost Record and Audit), 2018
for maintenance of Cost accounts. Therefore, the Company is not required to maintain the
cost records in respect of its product/ services.
26. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM
Your company has put in place strong internal control systems in line
with globally accepted practices. The processes adopted by the Company are best in class
and commensurate with the size and nature of operations. All major business activities
have been well defined and mapped into the ERP system and the controls are continuously
reviewed and strengthened as per the business's need. The Company has adopted risk-based
framework which is intended for proper mitigation of risks. The major risks identified by
the businesses and functions are systematically addressed through mitigating actions on a
continuous basis.
The Company has employed experienced professionals to carry out the
internal audits to review the adequacy and compliance with the laid down procedures to
manage key risks.
The Audit Committee of the Board regularly reviews the adequacy &
effectiveness of internal audit environment and implementation of internal audit
recommendations including those relating to strengthening of Company's risk management
policies & systems.
Your Company's philosophy is of zero tolerance towards all applicable
legal non-compliances.
27. DISCLOSURES MEETINGS OF THE BOARD
Meeting |
Meeting Dates |
|
26. 05.2023 |
|
01.08.2023 |
Board Meeting |
10.08.2023 |
|
09.11.2023 |
|
29.01.2024 |
|
09.02.2024 |
During the Financial Year under review, the Board of Directors met Six
(6) times.The composition of Board of Directors during the year ended March 31,2024 was in
conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 149 of the7 Companies Act, 2013. For
further details, please refer to the report on Corporate Governance Report attached with
this annual report.
AUDIT COMMITTEE
As on 31.03.2024, the Audit Committee comprises of Directors namely,
Mr. Dhananjaya Pati Tripathi (Chairman), Mr. Girish Sharma, Dr. Raj Kamal Aggarwal and Mr.
Amarendra Kumar Sinha, as other members.
The Chairman of the Committee is an Independent Director. The Members
possess adequate knowledge of Accounts, Audit, and Finance etc. The composition of the
Audit Committee is in conformity with the requirements as per the Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
5 (Five) Audit Committee Meetings were held during the year. The
particulars of the Meetings held are detailed in the Corporate Governance Report, which
forms part of this Report. During the Financial Year all the recommendations made by the
Audit Committee were accepted by the Board.
INDEPENDENT DIRECTOR MEETING
During the year under review, the Independent Directors of the Company
met once during the year. For further details, please refer to the report on Corporate
Governance attached to this annual report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises of Directors
namely, Mr. Dhananjaya Pati Tripathi (Chairman), Ms. Kanika Sharma, Dr. Raj Kamal
Aggarwal, as other members.
The Chairman of the Committee is an Independent Director. The
composition of the Nomination & Remuneration Committee is in conformity with the
requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations.
During the Financial Year ended 31st March 2024, the committee met 2
(two) times. For further details, please refer report on Corporate Governance attached
with this annual report.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder & Relationship Committee comprises of Directors
namely, Ms. Kanika Sharma (Chairperson), Mr. Dhananjaya Pati Tripathi, Mr. Amarendra Kumar
Sinha, as other members.
The Chairperson of the Committee is a Non- executive Director. The
composition of the Stakeholder & Relationship Committee is in conformity with the
requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations.
During the Financial Year under review the Stakeholder Relationship
Committee met four (4) times. For further details, please refer report on Corporate
Governance attached with this annual report.
28. VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Protected disclosures can be made by a whistle blower through an
e-mail, or a letter to the Compliance Officer or Executive Director or to the Chairman of
the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed
on the Company's website at the link: http://
www.jindalinfralogistics.com/policypdf/POLICY-VIGIL%20 MECHANISM. pdf.
29. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the standalone financial
statement (Please refer to Notes to the standalone financial statement).
30. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.
As your Company is not engaged in any manufacturing activity, the
particulars relating to conservation of energy and technology absorption, as mentioned in
the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is
placed on employing techniques that result in the conservation of energy. There were no
foreign exchange earnings and expenditure of your Company during the Financial Year.
31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The details of employee whose particulars are required to be furnished
under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1), 5 (2) and 5 (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided at Annexure - 4.
32. PUBLIC DEPOSITS
During the Financial Year ended March 31,2024, the Company has not
accepted any public deposits and no amount on account of principal or interest on public
deposits was outstanding as on 31st March 2024.
33. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE
During the Financial Year, there are no significant material orders
passed by the Regulators or Courts or Tribunals impacting the going concern status and
company's operations in future.
w.e.f.13th June, 2024, the registered office of the Company has been
shifted from Kosi Kalan, Uttar Pradesh to Raipur, Chhattisgarh.
Further, during the year under review, no applications were made, or no
proceedings were pending as at the end of the year under the Insolvency and Bankruptcy
Code, 2016.
The Company had, of its own, informed SEBI of the historical and
inadvertent error in classification of one of the Promoter Group entities as a public
shareholder in the shareholding pattern. Subsequently, SEBI issued a show cause notice
dated 1st February, 2022. In response to the show cause notice, the Company filed a reply
on 22nd April, 2022. In addition, the Company has also filed a settlement application with
SEBI on 4th April, 2022 for amicable settlement of the matter .The Company's settlement
application was accepted and on payment of settlement amount, the SEBI vide its order
dated 1st December, 2023 settled the matter.
34. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and the Company has complied with provision related to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. No complaints of harassment were
received during the Financial Year.
35. ACKNOWLEDGEMENT
Your directors express their grateful appreciation to concerned
Departments of Central / State Governments, Financial Institutions & Bankers,
Customers and Vendors for their continued assistance and co-operation. The Directors also
wish to place on record their deep sense of appreciation for the committed services of the
employees at all levels. We are also grateful for the confidence and faith that you have
reposed in the Company as its member.