To
The Members,
JSW Holdings Limited
Your Directors are pleased to present the 23rd Board's
Report on the business and operations of your Company, together with Standalone and
Consolidated Financial Statements for the year ended March 31, 2024.
1. Financial Results
The summary of your Company's financial performance for the current
financial year as compared to the previous financial is detailed below:
(Rs in Lakhs)
|
Standalone |
Consolidated |
|
F.Y. 2023-24 |
F.Y. 2022-23 |
F.Y. 2023-24 |
F.Y. 2022-23 |
Total Revenue |
16,956.08 |
40,676.48 |
16,956.08 |
40,676.48 |
Profit before Interest, Depreciation a Tax |
15,749.25 |
40,086.53 |
15,749.25 |
40,086.53 |
Less: Depreciation |
0.27 |
0.47 |
0.27 |
0.47 |
Profit before Tax |
15,748.98 |
40,086.06 |
15,748.98 |
40,086.06 |
Less: Tax Expense |
3,884.17 |
10,125.17 |
3,884.17 |
10,125.17 |
Profit after Tax but before share of profit from Associates |
11,864.81 |
29,960.89 |
11,864.81 |
29,960.89 |
Add: Share of profit from Associates (net) |
- |
- |
3,691.08 |
3,188.62 |
Profit after Tax |
11,864.81 |
29,960.89 |
15,555.89 |
33,149.51 |
Other Comprehensive Income |
5,36,213.71 |
(97,800.32) |
5,86,950.64 |
(87,648.74) |
Total Comprehensive Income |
5,48,078.52 |
(67,839.43) |
6,02,506.53 |
(54,499.23) |
2. Review of Operations
A. Standalone:
For the financial year under review, your Company earned a total
revenue on Standalone basis of Rs 16,956.08 lakhs, comprising of income by way of dividend
of Rs 6,288.97 lakhs, interest of Rs 9,275.55 lakhs, pledge fees of ' 735.69 lakhs,
management advisory services of ' 450.00 lakhs and gain on fair value changes of Rs 205.87
lakhs. The Profit before interest, depreciation and tax was Rs 15,749.25 lakhs and after
providing for depreciation of Rs 0.27 lakhs and Tax of Rs 3,884.17 lakhs and the Net
Profit for the year was Rs 11,864.81 lakhs.
B. Consolidated:
During the year under review, your Company earned total Consolidated
Revenue of Rs 16,956.08 lakhs, comprising of income by way of dividend of Rs 6,288.97
lakhs, interest of Rs 9,275.55 lakhs, pledge fees of Rs 735.69 lakhs, management advisory
services of Rs 450.00 lakhs and gain on fair value changes of Rs 205.87 lakhs. Your
Company has two Associate Companies and after considering the share of profit from
associates of Rs 3,691.08 lakhs and the consolidated profit after tax for the year was Rs
15,555.89 lakhs.
3. Transfer to Reserves
The Company has not transferred any amount to the
Reserves for the year ended March 31, 2024.
4. Dividend
Your Directors do not recommend any dividend for the financial year
under review. In terms of the provisions of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI
Listing Regulations'), your Company has formulated and adopted a Dividend Distribution
Policy, which is available on the Company's website and can be accessed at
https://www.jsw.in/ investors/isw-holdings-disclosure-46. A copy of the policy will be
made available to any shareholder on request, through e-mail.
5. Material changes and commitments affecting the financial position of
the Company
There have been no material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report.
6. Holding, Subsidiary, Joint Ventures & Associate Company
Your Company does not have any holding company nor does it have any
subsidiary company(ies)/joint venture(s). The following companies continue to be Associate
Companies as on March 31, 2024:
A. Sun Investments Private Limited
Sun Investments Private Limited ('SIPL') is a Non- Banking Financial
Company registered with the
Reserve Bank of India. SIPL was formed with the main object of
investing and financing. The net worth of SIPL as on March 31, 2024 is Rs 2,26,678.27
lakhs.
B. Jindal Coated Steel Private Limited
Jindal Coated Steel Private Limited ('JCSPL') was formed with the main
object of trading and manufacturing various types of steel and allied products. The net
worth of JCSPL as on March 31, 2024 is Rs 15,142.68 lakhs.
As per the provisions of Section 129(3) of the Companies Act, 2013 (the
'Act'), a statement containing salient features of the financial statements of the
Company's associate companies in Form AOC-1 is attached to the financial statements of the
Company.
7. Core Investment Company ('CIC')
In accordance with the Core Investment Companies (Reserve Bank)
Directions, 2016, as amended ("Directions") your Company is a Core Investment
Company with an asset size of above Rs 100 crore but not accessing public funds and are
accordingly not required to be registered under Section 45IA of the Reserve Bank of India
Act, 1934 and is termed as 'Unregistered CICs'. Your Company continues to carry on the
business permitted for Unregistered CIC.
8. Change in nature of business
During the financial year under review, there has been no change in the
nature of business of the Company.
9. Future Prospects
Your Company holds significant investments in equity shares of JSW
Steel Limited besides certain other investments in other Group Companies, therefore, the
business prospects of the Company largely depends on the business prospects of JSW Steel
Limited and the steel industry in general.
The steel sector plays a pivotal role in crucial sectors such as
construction, infrastructure, automobile, engineering and defence. Over the years, the
steel sector has witnessed tremendous growth and India has emerged as a global force in
steel production and the second largest producer of steel in the world. The prospects of
Indian Steel Industry looks promising and the Indian Steel industry will play a pivotal
role in steering India towards its goal of becoming a US $ 5 Trillion Economy. In FY
23-24, the Indian Steel Sector has demonstrated unprecedented performance, achieving its
highest level of production and consumption. The production of crude steel was 144.04
Million Tonnes (MT) and finished steel consumption was 136.25 MT. Steel demand growth has
been way higher than GDP growth because of impetus from the government spending on
infrastructure, housing and strong demand from automotive segment.
The focus on infrastructure development continues, with central
government increasing capex to Rs 11.11 lakh crores in its interim budget for FY 2024-25,
constituting 3.4% of the GDP. The Government also plan to build 2 crore more houses under
the PM Awas Yojna (PMAY) which would also further spur demand.
With an emphasis on the new age technological and industrial
revolution, the steel industry would be increasingly inter-alia using artificial
intelligence, automation, data analytics, industrial internet of things, augmented
realty/virtual realty, and machine learning for smart manufacturing for revolutionizing
production processes, enhancing efficiency, and reducing costs.
The government initiatives and policies like Public Private Partnership
model and National Steel Policy, strategic investments, policy interventions, aims to
leverage steel industry as a cornerstone of economic growth and a key driver of industrial
transformation in the years to come.
All these factors point towards a sustained high growth potential for
steel demand within India and a bright prospect for Indian Steel Manufacturer. As a result
of which, the Company is looking forward for a sustainable growth in its investee
companies in the coming years which would enhance the shareholders value. The Company
expects to enhance its entrenched value for the benefit of the shareholders at large.
10. Fixed Deposits
Your Company has neither accepted nor renewed any deposits within the
meaning of Section 73(1) of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014.
11. Annual Return
Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual
Return, referred to in Section 92(3) of the Act, in form MGT-7, of the Company for the
financial year 2023-24 is available on the Company's website at
https://www.isw.in/investors/isw-holdings- disclosure-46.
12. Directors and Key Managerial Personnel
As on the date of this report, your Board comprises of 7 Directors
including 4 Independent Directors out of which 2 are Women Independent Directors.
A. Appointment/Re-appointment/Resignation of Directors
i. Appointment of Mr. Pankaj Kulkarni as an Independent Director
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors, taking into account the credentials, expertise and
experience of Mr. Pankaj Kulkarni (DIN: 00725144) appointed him as an Independent Director
of the Company for a period of 5 consecutive
years from May 25, 2023 to May 24, 2028, not liable to retire by
rotation. The appointment of Mr. Pankaj Kulkarni was approved by the members at the 22nd
Annual General Meeting of the Company held on August 4, 2023.
ii. Retirement of Mr. Sajjan Jindal as Non- Executive Director and
Chairman of the Company
Mr. Sajjan Jindal (DIN: 00017762) Non- Executive Chairperson of the
Company due to other commitments and pre-occupations, did not seek reappointment and
retired with effect from August 4, 2023.
iii. Appointment of Mr. N. K. Jain as Chairman and Re-appointment of
Mr. N. K. Jain as Non- Executive Independent Director
Mr. N. K. Jain (DIN: 00019442) was appointed as Chairperson of the
Company with effect from August 4, 2023.
The current term of 3 years of Mr. N. K. Jain (DIN: 00019442) as a
Non-Executive, Independent Director is ending on May 31, 2024. Based on the recommendation
of Nomination and Remuneration Committee, the Board of Directors, after taking into
account the credentials, expertise and experience approved re-appointment Mr. N. K. Jain
as a Non-Executive, Independent Director of the Company for a second term of 3 years with
effect from June 1, 2024, not liable to retire by rotation. The members of the Company
have approved the aforesaid re-appointment through Postal Ballot on May 21, 2024.
iv. Appointment of Ms. Anuradha Bajpai as an Independent Director
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors, taking into account the credentials, expertise and
experience of Ms. Anuradha Bajpai (DIN: 07128141) appointed her as an Independent Director
of the Company, not liable to retire by rotation for a period of 5 consecutive years from
March 21, 2024 to March 20, 2029. The members of the Company have approved the aforesaid
appointment through Postal Ballot on May 21, 2024.
v. Appointment of Mr. Vineet Agrawal as Non- Executive, Non-Independent
Director
Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors, taking into account the credentials, expertise and
experience of Mr. Vineet Agrawal (DIN: 02027288) appointed him as a Non-Executive,
Non-Independent Director of the Company with effect from
March 21, 2024 who shall be liable to retire by rotation. The members
of the Company have approved the aforesaid appointment through Postal Ballot on May 21,
2024.
vi. Retirement of Mr. Atul Desai as an Independent Director
Mr. Atul Desai (DIN: 00019443) retired from the position of
Non-Executive Independent Director from the close of business hours of March 31, 2024 upon
completion of his second term as an Independent Director of the Company.
vii. Resignation of Mr. Sanjay Gupta as a Company Secretary of the
Company
Mr. Sanjay Gupta has resigned as Company Secretary of the Company with
effect from April 29, 2024 to pursue alternate career opportunity outside the
organisation.
B. Directors liable to retire by rotation
In accordance with the provisions of Section 152(6) of the Act and the
Articles of Association of the Company, Mr. Manoj Kr. Mohta (DIN: 02339000), Whole Time
Director of the Company is liable to retire by rotation at the ensuing 23rd AGM
and being eligible, has offered himself for re-appointment.
C. Declaration of Independence
Your Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under the Act and Regulation 16 of the SEBI Listing Regulations. The following
are the Non- Executive, Independent Directors of the Company as on the date of this
report:
Mr. N. K. Jain
Ms. Sutapa Banerjee
Mr. Pankaj Kulkarni
Ms. Anuradha Bajpai
D. Company's policy on Directors', KMP & other employees'
appointment and remuneration
The Company has formulated, amongst other, the Policies on the
Directors', KMP & other employees' appointment including criteria for determining
qualifications, positive attributes, independence of a Director and other matters as
provided under sub-section (3) of Section 178 of the Act. The salient features of the
Remuneration Policy forms part of Corporate Governance Report and detailed policy has also
been published on the website https://www.isw.in/investors/isw-holdings- policies.
E. Number of meetings of the Board
The Board meets to discuss and decide on Company/business policies and
strategies apart from other Board business. A tentative date of the
Board and Committee Meetings are circulated to the Directors in advance
to facilitate them to plan their schedule and to ensure meaningful participation in the
meetings. However, in case of a special and urgent business need, the Board's approval is
availed by passing resolutions through circulation, as permitted by law, which are
recorded in the subsequent Board Meeting. Usually the meetings of the Board/ Committees
are held in Mumbai.
During the year under review, the Board met six (6) times on May 25,
2023; June 7, 2023; August 4, 2023; October 31, 2023; January 24, 2024 and March 21, 2024.
The maximum interval between two meetings did not exceed 120 days as prescribed under the
Act and Regulation 17 of the SEBI Listing Regulations and Secretarial Standard on the
meetings of Board of Directors (SS-1).
F. Annual Evaluation
Pursuant to the provisions of the Act and Regulation 17 and Part D of
Schedule II of SEBI Listing Regulations read with SEBI Guidance Note dated January 5,
2017, the Company has framed a Policy for Performance Evaluation of Independent Directors,
Board, Committees and other individual Directors based on various aspects such as
competency of Directors, experience of Directors, mix of qualifications, diversity in
Board, frequency of meeting, execution and performance of specific duties, obligations and
governance. On the basis of the criteria specified, the performance evaluation of
individual Directors including Chairman, Independent Directors and Non-Executive Director
was carried out by Nomination & Remuneration Committee (NRC), while the Board carried
out the performance evaluation of Independent Directors and its own performance and that
of its Committees, in a structured manner. The Directors expressed their satisfaction with
the evaluation process and its report were duly noted in the meeting of NRC and the Board.
G. Committees of the Board
The Board of Directors of your Company have constituted following
Committees in line with the applicable provisions of the Act and SEBI Listing Regulations:
i. Audit Committee
ii. Nomination & Remuneration Committee
iii. Stakeholders Relationship Committee
iv. Corporate Social Responsibility Committee
v. Risk Management Committee
vi. Code of Conduct Implementation Committee
More information on all of the above Committees including details of
its composition, scope,
meetings and attendance are provided in the Corporate Governance
Report, which forms part of this Annual Report.
13. Auditors
A. Statutory Auditors:
The Company has appointed M/s. HPVS & Associ- ates, Chartered
Accountants (Firm Registration No. 137533W), Mumbai as the Company's Statutory Auditors
from the conclusion of the 21p>st AGM till the conclusion of the 26th
AGM. The Statutory Auditors have confirmed that they satisfy the independ- ence criteria
as required under the Act.
B. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. Sunil Agarwal & Co., Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company for the financial year 2023-24. The Report of the
Secretarial Audit Report in Form No. MR-3 is appended as Annexure A.
C. Comments on Auditors' Report
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. HPVS & Associates, Chartered Accountants, Statutory Auditors,
in their Audit Report and by M/s. Sunil Agarwal & Co, Practicing Company Secretaries,
in their Secretarial Audit Report.
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor reported any incident of fraud to the Audit Committee of the Company.
14. Particulars of loans or guarantees given, securities provided or
investments made under Section 186 of the Act.
The particulars of loans granted, guarantees provided and investment
made pursuant to the provisions of Section 186 of the Act are detailed herein below:
(Rs in Lakhs)
Name of the Company |
Amount at the beginning of the year |
Transaction during the year (Net) |
Balance at the end of the year |
Adarsh Advisory Services Pvt. Ltd |
25,662.00 |
14,345.00 |
40,007.00 |
JSW Investments Pvt. Ltd. |
15,044.50 |
- |
15,044.50 |
JSW Techno Projects Management Ltd. |
7,500.00 |
- |
7,500.00 |
Everbest Consultancy Services Pvt. Ltd. |
12,740.00 |
- |
12,740.00 |
JTPM Metal Traders Pvt. Ltd. |
4,700.00 |
7,000.00 |
11,700.00 |
South West Mining Ltd. |
26,300.00 |
(10,000.00) |
16,300.00 |
Total |
91,946.50 |
11,345.00 |
1,03,291.50 |
i) Details for Securities provided:
(Rs in Lakhs)
Name of the Company |
Purpose for giving security |
Market Value of shares pledged as on
March 31, 2024 |
Adarsh Advisory Services Pvt. Ltd. (Adarsh) |
83,59,000 equity shares of JSW Steel Limited held by the
Company are pledged in favour of lenders for financial assistance given to Adarsh |
69,396.42 |
For details of the existing investment kindly refer Note 8 of the
Standalone Financial Statements.
15. Related Party Transactions
Your Company has robust framework for identification and monitoring of
all Related Party Transactions. Any potential or actual conflict of interest that may
arise because of entering into such transactions are promptly informed to the Audit
Committee. The Company's Policy on dealing with Related Party Transactions, as approved by
the Board, is available on the website of the Company at the link:
https://www.isw.in/investors/isw-holdings- policies.
All Related Party Transactions (RPTs), that were entered into by the
Company, during the financial year under review, were on arm's length basis and in the
ordinary course of business. In accordance with the provisions of Section 177 of the Act
and Regulation 23 of SEBI Listing Regulations, all RPTs were placed before the Audit
Committee for its approval. The details of transactions/contracts/arrangements entered
into by the Company with Related Parties during the financial year under review are set
out in the Notes to the Financial Statement. The disclosure of material RPTs as required
to made under Section 134 in Form AOC-2 is not applicable.
16. Particulars regarding Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo
As your Company is not engaged in any manufacturing activity,
particulars regarding conservation of energy and technology absorption as required to be
disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 are not applicable. There were no foreign exchange
earnings and outgo during the financial year under review as well as during the previous
financial year.
17. Risk Management
Your Company in line with its business plan and risk appetite, has
adopted a robust Risk Management Policy, to identify, assess, monitor and address the full
spectrum of risks applicable and mitigate & manage such risks, including the combined
impact of those risks. Your Company being an Unregistered CIC, its operations are limited
to investment in & providing loans and securities to group companies. The policy has
been drafted in line with the Company's business operations with an objective to develop a
'risk intelligent' culture that drives informed decision making and builds resilience
to adverse developments while ensuring that opportunities are exploited to create value
for all stakeholders. The Company has constituted a Risk Management Committee in
accordance with the requirements of SEBI Listing Regulations to, inter alia, monitor the
risks and their mitigating actions. Risks related to internal controls, compliances &
systems are reviewed in detail by the Audit Committee. All risks including investment
risks are reviewed in the meetings of the Board of Directors. In the Board's view, there
are no material risks, which may threaten the existence of the Company.
18. Internal Financial Controls
The Board of Directors in consultation with Internal Auditors have laid
down the Internal Financial Controls Framework, commensurate with the size, scale and
complexity of the Company's operations. To maintain its objectivity, the Internal Audit
Program is reviewed and approved by the Audit Committee at the beginning of the year to
ensure that the coverage of the area is adequate. The Internal Audit team quarterly
monitors and evaluates the efficacy and adequacy of internal control systems in the
Company, its compliance with operating systems, accounting procedures and policies. Based
on the report of internal audit function, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant audit
observations, if any, are presented to the Audit Committee along with the status of
management actions and the progress of implementation of recommendations.
19. Whistle Blower Policy/Vigil Mechanism
The Company has a whistle blower policy encompassing vigil mechanism,
pursuant to the requirements of the Section 177(9) of the Act read with Rule 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI
Listing Regulations, to provide employees and directors with a safe and confidential
channel to share their inputs and report to the management their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or
ethics policy and leak or suspected leak of unpublished price sensitive information,
details of which are covered in the Corporate Governance Report, which forms part of this
Annual Report. The Audit Committee reviews the functioning of the vigil mechanism/whistle
blower policy once a year. The said policy is available on the Company's website at
https://www.isw.in/investors/ isw-holdings-policies
20. Digital Platform for Tracking Insider Trading
Your Company, in compliance with the provisions of the SEBI
(Prohibition of Insider Trading) Regulations, 2015 and SEBI (Prohibition of Fraudulent and
Unfair Trade Practices relating to Securities Market) Regulations, 2003 ("Insider
Trading Regulations"), have adopted a Code of Conduct to regulate, monitor and
report trading by Insiders in the securities of the Company. The Company have also
established an insider trading tracking platform by the name FINTRAKS, for maintaining the
structured digital database of Designated Person and effectively monitoring the trade in
the securities of the Company by such Designated Person. The Board through its 'Code of
Conduct Implementation Committee' reviews trading by Insiders and process of sharing
UPSI.
21. Corporate Social Responsibility
The Company believes in inclusive growth to facilitate creation of a
value based and empowered society through continuous and purposeful engagement with
society. All our CSR initiatives are approved by the CSR Committee in line with the
Company's CSR Policy and is reviewed periodically.
JSW Foundation administers the planning and implementation of all our
CSR initiatives. The details about the initiatives taken by the Company during the year
under review, to be provided as per the Companies (Corporate Social Responsibility Policy)
Rules, 2014 have been appended as Annexure B to this Report. The CSR Policy is
uploaded on the website of the Company and can be accessed at
https://www.isw.in/investors/ isw-holdings-policies.
22. Significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Company's operations in future
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status and the Company's
future operations.
23. Corporate Governance
Your Company has complied with the requirements of Regulation 17 to 27
of the SEBI Listing Regulations on Corporate Governance. Pursuant to Schedule V of the
SEBI Listing Regulations, Report on Corporate Governance along with the Auditors'
Certificate on its compliance is annexed separately to this Annual Report.
24. Management Discussion and Analysis Report
The Management Discussion and Analysis Report on the operations of the
Company for the year under review, as required under Schedule V of the SEBI Listing
Regulations is provided in a separate section and forms part of this Annual Report.
25. Business Responsibility and Sustainability Report (BRSR)
Pursuant to SEBI Listing Regulations, BRSR has become applicable on
your Company (being a top 1,000 listed entities based on market capitalisation).
Accordingly, the
Company has adopted a Policy on BRSR and other ESG initiatives. A
detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and
process of the Company towards the ESG endeavour has been hosted on Company's website and
can be accessed at https://www.isw.in/investors/isw-holdings-business-
responsibility-report.
26. Compliance with Secretarial Standards
Your Company has complied with the Secretarial Standards i.e. Meeting
of the Board of Directors (SS-1) and General Meetings (SS-2) for the financial year 2023-
24.
27. Human Resources
Your Company continues to put due emphasis on appropriate human
resource development for its business. The employees of your Company and the Group fully
identify with the Company's and Group's vision and business goals.
28. Employees Stock Option Plans
Your Company has recognized Employee Stock Options as an effective
instrument to attract talent and align the interest of employees with that of the Company,
thereby providing an opportunity to the employees to share in the growth of the Company
and to create long term wealth in the hands of employees. The Company had "The JSWHL
Employees'' Stock Ownership Plan 2016" ("Scheme 2016") and at its 20th
Annual General Meeting had also adopted "The O. P. Jindal Employees Stock
Ownership Plan (JSWHL) - 2021" ("ESOP - 2021"). The ESOP Schemes are in
compliance with the Securities and Exchange Board of India (Share Based Employee Benefits
& Sweat Equity Shares) Regulations, 2021 ("the SEBI ESOP Regulations").
The details/disclosure(s) on the aforesaid Employee Stock Option
Scheme(s) as required to be disclosed are available on the Company's website at https://
www.isw.in/investors/isw-holdings-employee-stock- options. A Certificate from the
Secretarial Auditors of the Company certifying that the Company's Stock Option Plans are
being implemented in accordance with the SEBI ESOP Regulations and the resolution(s)
passed by the Members, would be available for inspection. during the 23rd AGM.
29. Particulars of Employees and related disclosures
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure C and forms a
part of this Report.
Disclosure pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this
Report. However, as per
first proviso to Section 136(1) of the Act and second proviso of Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
the Annual Reports are being sent electronically to the Members of the Company excluding
the said statement. Any Member interested in obtaining a copy of the said statement may
write to the Company Secretary at the Registered Office of the Company.
30. Prevention of Sexual Harassment
Your Company follows an Anti-Sexual Harassment JSW Group Policy in line
with the Requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 also an Internal Complaints Committee has been set up at group
level to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary and trainees) are covered under this policy. No
complaints pertaining to sexual harassment were received during FY 2023-24.
31. Directors Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Act your
Directors hereby state and confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to material
departures;
ii. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year on March 31, 2024, and of the profit of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were operating
effectively; and
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems were adequate and operating
effectively.
32. Other Disclosures
In terms of applicable provisions of the Act and SEBI Listing
Regulations, your Company discloses that during the financial year under review:
i. there was no issue of shares (including sweat equity shares) to
employees of the Company under any scheme save and except under Employee Stock Option
Scheme referred to in this Report.
ii. there was no Scheme for provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees.
iii. there was no public issue, rights issue, bonus issue or
preferential issue, etc.
iv. there was no issue of shares with differential rights.
v. there was no transfer of unpaid or unclaimed amount to Investor
Education and Protection Fund (IEPF).
vi. no significant or material orders were passed by the Regulators or
Hon'ble Courts or Tribunals which impact the going concern status and Company's operations
in future.
vii. there were no proceedings for Corporate Insolvency Resolution
Process initiated under the Insolvency and Bankruptcy Code, 2016.
33. Appreciation & Acknowledgements
Your Directors wish to express their sincere appreciation for the
assistance and co-operation received from Banks, Reserve Bank of India, NSDL, CDSL,
Depository Participant (Stock Holding Corporation of India) and other Government Agencies
and Shareholders.
Your Directors also wish to place on record their appreciation for the
valuable services rendered and the commitment displayed by the employees of the Company
and look forward to their continued support in the future as well.
For and on behalf of the Board of Directors |
|
Place : Mumbai |
N. K.Jain |
Date : May 28, 2024 |
Chairman |