To,
The Members of Jyoti Limited
Your Directors present this 80th (EIGHTIETH) ANNUAL REPORT
and Audited Accounts for the year ended on 31st March, 2024.
FINANCIAL RESULTS
( in lakhs)
Particulars |
|
2023-24 |
|
2022-23 |
|
Standalone |
Consolidated |
Standalone |
Consolidated |
Revenue from Operations |
17535.23 |
17535.23 |
15454.73 |
15454.73 |
Operating EBITDA |
1182.71 |
1182.71 |
867.94 |
867.94 |
Add : Other Income |
182.72 |
182.72 |
880.50 |
880.50 |
Profit/(Loss) before Finance |
1365.43 |
1365.43 |
1748.44 |
1748.44 |
Cost & Depreciation |
|
|
|
|
Less : Finance Cost |
25.22 |
25.22 |
42.32 |
42.32 |
Less : Depreciation and Amortization |
630.35 |
630.35 |
713.72 |
713.72 |
Less: Exceptional Item |
(37.35) |
(37.35) |
654.55 |
654.55 |
Share of Profit/(Loss) of a joint venture |
- |
12.89 |
- |
45.30 |
Profit/(Loss) before Taxation |
747.21 |
760.10 |
337.85 |
383.15 |
Less : Tax Expense |
(83.55) |
(83.55) |
(79.18) |
(79.18) |
Balance of Profit/(Loss) for the year |
830.76 |
843.65 |
417.03 |
462.33 |
Other Comprehensive Income/ (Expense) |
8.18 |
8.18 |
22.27 |
22.27 |
Total Comprehensive Income for the period |
838.94 |
851.83 |
439.30 |
484.60 |
PERFORMANCE
1. Revenue from operations for the year ended on 31st March,
2024 was 17,535 lakhs as compared to 15,455 lakhs during the corresponding previous
year.
2. The Cost of material consumed for the year was 12,344 lakhs
(70.40% of Revenue from Operations) as compared to 11,175 lakhs (72.31% of Revenue from
operations) during the previous year.
3. The Employee benefits expenses increased to 2,384 lakhs in FY
2023-24 compared to 2,092 lakhs during the previous year.
4. Other Expenses increased to 1,625 lakhs in FY 2023-24 compared to
1,319 lakhs during the previous year.
5. Overall improvement of operations resulted in increased EBITDA
1,183 lakhs for financial year 2023-24 compared to 868 lakhs during the previous year
2022-23.
6. The other income for FY 2023-24 was 183 lakhs as compared to 880
lakhs during the previous year.
7. The Finance cost decreased to 25 lakhs in FY 2023-24 compared to
42 lakhs during the previous year.
8. The profit before exceptional items was at 710 lakhs compared to
993 lakhs during the previous year.
9. The deferred tax asset was created by 84 lakhs during the year as
compared to 79 lakhs during the previous year.
10. Other Comprehensive Income was 8 lakhs as compared to 22 lakhs
during the previous year. Consequently, the total Comprehensive Income for the year was
839 lakhs as compared to 439 lakhs during the previous year.
CURRENT OUTLOOK
Your Company has achieved positive EBITDA and Net profit during F.Y.
2023-2024. Your Company is currently focusing on cash flow, controlling of overheads and
ensuring raw material inflow for production. Your Company expects improved business
operations with margins during current year.
In view of ongoing operations with improved business prospects,
continues to execute orders in hand, increasing and giving additional focus on turnover of
spares, retrofit & service orders which contribute good margin and obtain new orders
despite adversities from private as well as public sector, positive EBITDA, robust cost
controls, your Directors are very positive about the Company's viability and
optimistic about its future.
CONSOLIDATED FINANCIAL STATEMENTS
The Company has a Joint Venture (JV) Company, Jyoti Sohar Switchgear
LLC, with Omar Zawawi Establishment, Sultanate of Oman, wherein your Company holds 49%
share.
The Company has prepared Consolidated Financial Statements in
accordance with Ind AS 28 Investments in Associates and Ind AS 111 Joint
Arrangements, issued by the Institute of Chartered Accountants of India, prescribed under
Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules,
2015. The Audited Consolidated Financial Statements together with the Independent
Auditor's Report thereon are annexed and form part of this Annual Report.
Jyoti Sohar Switchgear LLC is located in Sohar Industrial Estate,
Sohar, Sultanate of Oman and manufactures medium voltage metal-clad switchgear for 12kV
system and relay and control panels. In consolidation of statements, the Company's
share of Profit of 13 lakhs is included in the Consolidated Financial Statements.
DIVISIONAL PERFORMANCE
A. HEAD OFFICE (H.O.) OPERATIONS
During the year under review, the divisions at H.O. have achieved a
sales turnover of 108 Crores and has registered growth of 12% over the previous
financial year. The Company has been more conservative in executing various orders to
ensure better margins and cash flow.
The company is proud to inform that largest Vertical pump order of size
1800 VM for discharge of 35680 M3/hr is received from M/s Raghava Constructions for
Hiramandalam Lift Irrigation Scheme. This pump will be driven with 4700 KW motor.
During the year under review, the company has received prestigious
orders for more than 90 Nos. large size Vertical Turbine Pumps with Motors ranging from 90
KW to 2700 KW for Various Lift Irrigation Projects namely Southern Link, Sarsadi &
Ditwas, Saran, Dantiwada and Sauni Yojana in the state of Gujarat and the total order
value is about 70 Crores.
The company has also received orders for 15 Nos. large capacity
Vertical Turbine Pumps with HT Motors ranging from 700 KW to 1800 KW for TEM Micro
Irrigation and Dobi LIS Project in the state of Madhya Pradesh.
The company has received orders for 15 Nos. large capacity Vertical
Turbine Pumps with HT Motors ranging from 580 KW to 1150 KW for WRD Krishna Marathwada,
Andhali LIS and NMMC in the state of Maharashtra. The company has also received Orders of
more than 150 Nos. Vertical turbine pump motor sets from Maharashtra Jeevan Pradhikaran
through various Contractors.
With increased focus on industries, the Company has received 13 Nos.
Vertical Turbine Pumps orders from J K Cement, NFL, Bokaro Steel plant, Grasim, NALCO and
SAIL. Further order for 2 Nos. Horizontal Pumps with 850 KW motor for cooling water from
IOCL Vadodara was also received.
The Hydro Division during the year has received Order for 3 Nos of
500KW Horizontal Turgo Turbine & Generators with E&M for Dirang, Arunachal
Pradesh. Further, the division has successfully commissioned 2 Nos. Horizontal Turgo
machines with Generator each of 500 KW after refurbishment in Haftal, Kargil. These
machines refurbished were originally commissioned before 30 years.
During the year under review, the Rotating Electric Machines division
has manufactured 56 Nos. of H.T. Motors and Generators. The division has a manufacturing
load of 199 Nos. of H.T. Motors ranging from 225 KW to 3500 KW as on 31st
March, 2024.
During the year under review, the company has booked orders for 189
Crores and has a carry forward order book of 278 Crores as on 31st March,
2024. The Company is also well placed in major projects under pipeline and is expecting
good amount of orders in the coming financial year.
B. SWITCHGEAR OPERATIONS
During the year under review, Switchgear Division achieved sales of
6420 Lakhs as compared to sales of 5520 Lakhs in the financial year 2022-23. The sales
of the Switchgear Division have increased by 17% in current financial year. The VCB
production in terms of quantity is around 1010 Nos. and HT Switchgear Panels Manufactured
are 980 Nos. The Switchgear Division has received total orders worth 10530 Lakhs in the
financial year 2023-24 which is highest order booking for Switchgear Division in last 25
Years.
In addition to the above, in the financial year 2023-24, the division
bagged various 11 kV VCB panels from GETCO worth 1490 lakhs for total of 300 panels.
During the Year under review, the division has also executed major
orders received from IOCL, Panipat worth 621 lakhs and from IOCL pipeline order for
548 lakhs.
During the year under review, the division also executed various IOCL
pipeline orders received from EPC Contractors like M/s. Siemens, M/s. Powersol, M/s.
Rainbow, M/s. Konstlec and many more for Value about 450 Lakhs.
During the year under review, the division also executed orders for
200 lakhs received from various Solar EPC contractors for GETCO substation.
During the Year under review, the division also executed orders worth
more than 1175 lakhs for spares, services and retrofit work in terms of life enhancement
installed based Jyoti medium Voltage Switchgear Products to the utmost satisfaction to
customers.
During the year under review, the division has bagged orders worth 21
crores on Lump Sum Turn Key (LSTK) basis from IOCL Panipat refinery for their prestigious
product for replacement of Generation Plant HT panels and other panels.
During the year under review, the R&D team has taken up the
re-certification of 40 KA system fault level system panels and completed except few Tests.
This will help the division to get more orders of 40 KA system fault level system panels
requirements.
For Medium Voltage Switchgear Products, the Division has decided to do
the re-certification of various products as a continuous product certification process
which was partly done in last three years and certain tests will also be conducted during
2024-25.
The division is hopeful for better performance in the years to come and
confident for large flow of orders for Medium Voltage Switchgear Products in view of the
growing power sector demand in India.
C. ECS (RELAY) DIVISION
During the period under review, ECS division achieved sales of 316
lakhs which is higher as compared to previous year. ECS Division continued to enjoy
receipt of purchase orders from leading organisations like BHEL, Siemens, ABB, L&T,
Pyrotech Electronics, Honeywell, NTPC, Emerson, Tata Steel, SAIL and many more for their
usage of Electro-Mechanical Relays in Power Sector applications.
The Division also exported Relays to Sri Lanka, Saudi Arabia and
Thailand. The Division had bulk quantity orders from Jindal Power & Steel, BHEL,
Pyrotech Electronics and NTPC.
ECS Division is recertified for ISO 9001:2015 Quality Management System
by TUV Nord up to March, 2027. Jyoti Ltd is enjoying highest level of quality and
reliability for their RE 300 series and RE 400 series type relays and hence for 2024-25
the sales turnover will increase as compared to last year.
EXPORTS
During the year under review, the Company's exports valued at
5.94 crores. The Company's major exports are to Sultanate of Oman for Switchgear.
CHANGE IN NATURE OF BUSINESS
During the year under review Company has not changed its nature of
Business.
DIVIDEND
In view of the marginal profit made by the Company during the period
under review, your Directors do not recommend any dividend for the financial year 2023-24.
TRANSFER TO RESERVES
During the year under review, the Company has made marginal profit and
therefore, Board proposed not to transfer any amount to the reserves.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the Public during the
year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loan covered under the provisions of the Section 186 of the
Companies Act, 2013 is given in the notes to Financial Statements forming part of the
Annual Report.
The Company has not provided any guarantees or made any investments as
prescribed under Section 186 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required by Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, the relevant data pertaining to conservation of energy,
technology absorption and foreign exchange earnings and outgo are given in Annexure A
forming part of this Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per Regulation 27(2) of the SEBI (LODR) Regulations, 2015, Corporate
Governance Report with Auditors' Certificate thereon and Management Discussion and
Analysis are given in Annexure B forming part of this Report.
DECLARATIONS FROM INDEPENDENT DIRECTORS
All the Independent Directors have given declaration to the Company
stating their independence pursuant to Section 149 (6) of the Companies Act, 2013 and
Declaration under Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR)
Regulations, 2015 and there has been no change in the circumstances, which may affect
their status as Independent Directors during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Mrs. Tejal Amin retires by rotation and being eligible, seeks
re-appointment.
2. Mr. Utpal R. Shah was appointed as an Independent Director with
effect from 14th August, 2024 subject to approval from shareholders.
3. Mr. Ashish A. Shah was appointed as an Independent Director with
effect from 14th August, 2024 subject to approval from shareholders.
All the Directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section 164 of the Companies
Act, 2013.
There were no changes in Key Managerial Personnel during the year under
review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, the Board of Directors, to the best of their knowledge and ability confirm and state
that -
i. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. The Directors had 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 and of the profit for Standalone Financial Results and Consolidated
Financial Results of the company for that period;
iii. The Directors had 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. The Directors had prepared the annual accounts on a going
concern' basis;
v. The Directors had 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. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
BOARD MEETINGS
The Board of Directors met 6 times during the year. The gap between two
Board Meetings was not more than 120 days. The details of the Board Meetings and the
attendance of the Directors are provided in the Corporate Governance Report, which forms
part of this Report.
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included
in the Corporate Governance Report, which forms part of this Report.
NOMINATION AND REMUNERATIOIN COMMITTEE
The details pertaining to composition of Nomination & Remuneration
Committee are included in the Corporate Governance Report, which forms part of this
Report.
SHAREHOLDERS'/INVESTORS' GRIEVANCES AND STAKEHOLDERS
RELATIONSHIP COMMITTEE
The details pertaining to composition of
Shareholders'/Investors' Grievances and Stakeholders Relationship Committee are
included in the Corporate Governance Report, which forms part of this Report.
SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE
The Company does not have any subsidiary.
The Company has a Joint Venture Company viz. Jyoti Sohar Switchgear
LLC, Sultanate of Oman and holds 49% of the total shareholding.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of the Company's Joint venture in Form AOC-1 is attached to the
financial statements of the Company.
WHISTLE BLOWER AND VIGIL MECHANISM
The Company has established a "Whistle Blower and Vigil Mechanism
Policy" for Directors, Employees and Stakeholders to report the genuine concerns. The
provisions of this policy are in line with the provisions of Section 177(9) of the
Companies Act, 2013 and also as per the Regulation 22 read with Regulation 4(d) (iv) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Policy is available on the website of the Company at the
web-link:http://www.jyoti.com/pdf/whistle_blower_and_vigil_mechanism_policy.pdf
NOMINATION AND REMUNERATION POLICY
A Nomination and Remuneration Policy has been formulated pursuant to
the provisions of Section 178 and other applicable provisions of the Companies Act, 2013
and Rules thereto stating therein the Company's policy on appointment and
remuneration of Directors and Key Managerial Personnel.
The said Policy may be referred to at the Company's official
website at the web-link:http://
www.jyoti.com/pdf/nomination_and_remuneration_policy_n_evaluation_criteria.pdf
RISK MANAGEMENT
The Risk Management Policy of the Company may be referred to at the
Company's official website at the
web-link:http://www.jyoti.com/pdf/risk_management_policy.pdf
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks in achieving key objectives of the Company. The Company has
developed and implemented Risk Management Policy of the Company to identify, evaluate
business risks and opportunities. This framework seeks to create transparency, minimise
adverse impact on the business objectives and enhance the Company's competitive
advantage.
BOARD EVALUATION
The evaluation framework for assessing the performance of Board
including the individual directors is based on the following key measures:
- Attendance and participation in the Meetings and timely inputs on the
minutes of the meetings
- Adherence to ethical standards & code of conduct of Company and
disclosure of non independence, as and when it exists and disclosure of interest
- Raising of valid concerns to the Board and constructive contribution
to resolution of issues at meetings
- Interpersonal relations with other directors and management
- Effective deployment of knowledge and expertise
- Providing insight, well articulated perspectives and stimulating
discussion
- Objective evaluation of Board's performance, rendering
independent, unbiased opinion
- Understanding of the Company and the external environment in which it
operates and contribution to strategic direction
- Safeguarding interest of whistle-blowers under vigil mechanism and
safeguard of confidential information
The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. A Member of the Board does not
participate in the discussion of his / her evaluation.
EVALUATION OF COMMITTEES OF THE BOARD
The performance of the Audit Committee, the Nomination and Remuneration
Committee and the Stakeholders Relationship Committee was evaluated by the Board having
regard to various criteria such as committee composition, committee processes, committee
dynamics etc. The Board was of the unanimous view that all the committees were performing
their functions satisfactorily and according to the mandate prescribed by the Board under
the regulatory requirements including the provisions of the Companies Act, 2013, the Rules
framed there under and the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, Annual Return of the Company for the financial year ended on March 31, 2024,
prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of
the Companies (Management and Administration) Rules, 2014 is placed on the website of the
Company and is accessible at the web link:http://jyoti.com/investor/annual_return.aspx
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary course of
business. There are no materially significant related party transactions entered by the
Company with the Promoters, Directors and Key Managerial Personnel, etc., which may have
potential conflict with interest of the Company at large.
The Policy on Related Party Transactions of the Company is uploaded on
the Company's website at the
web-link:http://www.jyoti.com/pdf/policy%20on_related_party_transactions.pdf
The Audit Committee reviews all related party transactions quarterly.
The particulars of contracts or arrangements with related parties given
in "Form AOC-2" are given in Annexure C forming part of this Report.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s. Ravi Kapoor & Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company for the financial year
2023-24 in the Board Meeting held on 30th May, 2023.
The Secretarial Audit Report is appended as Annexure D forming
part of this Report. The Secretarial Audit Report for the financial year under review does
not contain any qualification or adverse remarks.
M/s. Ravi Kapoor & Associates, Practicing Company Secretaries,
Ahmedabad, has submitted Secretarial Compliance Report as laid down in SEBI Circular
CIR/CFD/CMD1/27/2019 dated 8 February, 2019, and has also confirmed that the Company has
complied with all applicable SEBI Regulations and circulars/ guidelines issued thereunder,
for the Financial Year 2023-24.
INTERNAL FINANCIAL CONTROLS
As per provisions of Section 134(5)(e) of the Companies Act, 2013, the
Directors have an overall responsibility for ensuring that the Company has implemented
robust systems/framework of internal financial controls to provide them with reasonable
assurance regarding the adequacy and operating effectiveness of controls with regards to
reporting, operational and compliance risks.
Your Company has adequate financial control system and framework in
place to ensure:
1. The orderly and efficient conduct of its business including
adherence to Company's policies;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
Significant observations including recommendations for improvement of
the business processes are reviewed by the Management before reporting to the Audit
Committee. Audit Committee reviews Internal Audit Reports as well as operating plans and
status of implementation of the agreed action plans. This system of internal control
facilitates effective compliance of Section 138 of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Internal Auditor of the Company checks and verifies the internal
control and monitors them in accordance with the policy adopted by the Company. The Board
of Directors regularly review the effectiveness of controls and takes necessary corrective
actions where weaknesses are identified as a result of such reviews. Based on this
evaluation, there is nothing that has come to the attention of the Directors to indicate
any material break down in the functioning of these controls, procedures or systems during
the year. There have been no significant events during the year that have materially
affected, or are reasonably likely to materially affect, our internal financial controls.
INSIDER TRADING - CODE OF CONDUCT
In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has in place a comprehensive Code of Conduct to Regulate,
Monitor and Report Trading by Insiders, for its Directors and Senior Management Officers.
The Code lays down guidelines, which advises them on procedures to be followed and
disclosures to be made, while dealing with the shares of the Company. The Code clearly
specifies, among other matters, that Directors and Designated Persons of the Company, as
defined in the Code, can trade in the shares of the Company only when the Trading Window
is open. The code can be accessed on Company's website at web-link:
http://jyoti.com/pdf/ insidertradingcodeno1.pdf
REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always provided a congenial atmosphere for work to all
employees that are free from discrimination and harassment including sexual harassment. It
has provided equal opportunities of employment to all without regard to their caste,
religion, colour, marital status and sex. In compliance with the Sexual Harassment of
Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made
thereunder the Company has in place a policy on Sexual Harassment at Workplace. The
Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at the Work Place (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made thereunder. During FY 2023-24, the
Company conducted awareness programmes in respect of Sexual harassment at work place. No
case was reported relating to Sexual Harassment during the FY 2023-24.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 (Act) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, there is no employee drawing remuneration in excess of
the limits set out in the said Rules and other details as required under Section 197(12)
of the Act, read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given in Annexure E forming part of this
Report.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, it is not applicable to the Company.
AUDITORS
Pursuant to provision of Section 139 of the Companies Act, 2013 read
with the Companies (Audit & Auditors) Rules, 2014, M/s. Amin Parikh & Co.,
Chartered Accountants, Vadodara (holding Registration No. 100332W) were re-appointed as
Statutory Auditors of the Company at the Annual General Meeting held on 22nd September,
2022 to hold office for term of 5 years i.e. from the conclusion of 78th Annual
General Meeting until the conclusion of 83rd Annual General Meeting.
The Auditors report for the year under review does not contain any
Qualification or Adverse remark.
COST AUDITORS
Based on the recommendation of the Audit Committee and subject to the
ratification of the remuneration of the Cost Auditors by the Members of the Company, the
Board of Directors of your Company has appointed the following Cost Auditors for
conducting the audit of cost records of the Company for various products for the financial
year 2024-25:
(i) M/s. R. K. Patel & Co., Cost Accountants For Motors and
Pumps
(ii) M/s. Y. S. Thakar & Co., Cost Accountants For
Engineering Products such as Generator, Turbine and Relay
Your Company has maintained the cost accounts and records in accordance
with Section 148 of the Companies Act, 2013 and rules made thereunder.
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.
SIGNIFICANT AND MATERIAL ORDERS / DEVELOPMENTS
The Company has allotted 5963636 equity shares to Rare Asset
Reconstruction Limited on 02.05.2018 pursuant to Section 9 (1)(g) of Securitisation and
Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and
accordingly filed listing application to BSE Limited, but the Listing application filed
for 5963636 equity shares by the Company to BSE Limited is rejected. Against the same,
Company had filed an appeal in Securities Appellate Tribunal (SAT). The Company's
appeal against the order of Stock Exchange has also been rejected by Securities Appellate
Tribunal (SAT).
Against the order of SAT, the Company has filed appeal with Supreme
Court of India which is still pending.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility Provisions are applicable to every
Company having net worth of Rupees Five Hundred Crores or more or Turnover of Rupees one
thousand crores or more or a Net Profit of Rupees Five Crores or more. As the Company is
not covered under any of these prescribed criteria therefore the said Provisions are not
applicable to the Company and accordingly Company is not required to comply these
Provisions.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
No frauds have been noticed or reported during the year under audit
report which are reportable to the Central Government.
COMPLIANCE OF SECRETARIAL STANDARDS
As per requirement of provisions of Section 118(10), the Company has
complied with the Secretarial Standards applicable to the Company.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to thank the
Company's customers, members, suppliers, bankers, Rare Asset Reconstruction Limited,
Associates, Central and State Governments and employees at all levels for their support
and co-operation extended to the Company during the year.
On Behalf of the Board of Directors
Rahul N. Amin
Chairman & Managing Director
(DIN: 00167987)
Place: Vadodara
Date : 14th August, 2024