Dear Members,
JYOTI STRUCTURES LIMITED
The Directors have pleasure in presenting the 49th Annual Report on business and operations of the Company along with Standalone and Consolidated Audited Financial Statements for the year ended March 31,2024.
OVERVIEW OF THE COMPANY
The Board of Directors of the Company is submitting this report in compliance with the provisions of the Companies Act, 2013 read with rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations").
This Report was discussed in a meeting held with Key Managerial Personnel ("KMP") and thereafter taken on record by the Board. FINANCIAL RESULTS
Performance of the Company, on standalone basis, for the Financial Year ended March 31,2024 is as summarized below:
Note:
Previous period figures have been re-arranged, re-grouped, re-calculated and re-classied, wherever necessary.
STATE OF COMPANY'S AFFAIRS
During the financial year under the review, the Company expanded its customer base in India as well as abroad by securing following
Company also secured multiple orders from other customers for testing of towers at its R&D Centre at Ghoti, leveraging the company's asset to generate revenues and additional profits
MANAGEMENT DISCUSSION AND ANALYSIS
As required in terms of the SEBI LODR Regulations, the Management Discussion and Analysis is annexed to this Report and provides details on overall industry Structure and Developments during financial year under review.
SECRETARIAL STANDARDS
Your Company has endeavored to follow applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of its subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.
ROADAHEAD
Industry is at the cusp of entering a Super Cycle, arising from the confluence of:
(i) long pending unmet demand being taken up,
(ii) growing power demand across consumer segments,
(iii) upscaling, expansion and stability of electric grids,
(iv) exponentially rising share and long-term emphasis on renewable energy sources,
(v) pledges to reduce carbon foot print, growth of GDP and T&D sector interlinked and feeds into one another,
(vi) Current projections of Rs 5+ Lakh Cr outlay for Transmission & Distribution segment in domestic market, by 2030.
(vii) Government of India commitment and actions to improve financial position of SEBs and Discoms.
Globally there is strong demand due to the following factors:
a. Annual average investments Globally in Transmission & Distribution sector expected to rise from USD 350 Bn p.a. to USD 550 Bn p.a.
b. integration and upgradation of electric grids,
c. shift toward environment friendly generation,
d. large pool of investments prioritising investments in cleaner energies,
e. adoption of electric vehicles.
PERFORMANCE HIGHLIGHTS
At standalone level, the total income stood at INR 46302.14 Lacs during the FY 2023-2024, as compared to Rs. 23107.42 Lacs in the previous year. The net profit before tax stood at INR 1987.53 Lacs during the FY 2022-2023, as compared to net loss before tax of iNr 405.71 Lacs in the previous year
TRANSFER TO RESERVES
In view of profit incurred by the Company during the Financial Year, INR 2971.76 Lacs has been transferred to the General Reserve.
Pursuant to implementation of Resolution Plan, the Company has restructured the capital and also has come up with Preferential Issue and Rights Issue.
DIVIDEND
To conserve the resources of the company, the Company does not recommend any dividend on the equity shares for the financial year ended March 31,2024. The company is in the process of making dividend distribution policy.
SHARE CAPITAL AND LISTING OF SHARES
• AUTHORIZED SHARE CAPITAL
During the year under review, in the 48th Annual General meeting, consequent to the approval of reclassifying the Compulsorily Convertible Preference Shares (CCPS) into equity shares, the Company reclassified authorized share capital of the Company to Rs. 186,30,00,000/- Consisting of I) Rs. 161,30,00,000/- (Rupees One Hundred Sixty-One Crore Thirty Lakhs only) of Equity Shares capital divided into 80,65,00,000 (Eighty Crores Sixty-Five Lakhs) equity shares of a face value of Rs. 2/- each; (II) Rs.25,00,00,000/- (Rupees Twenty-Five Crore only) of preference share capital divided into 25,00,000 (Twenty-Five Lakhs) preference shares of a face value of Rs.100/- each.
Further, in view of the Rights Issue, the Authorised Share Capital increased accordingly to accommodate the issue of further shares under the Rights Issue. Pursuant to the provisions of sections 61 and 64 of the Companies Act,2013 and any other applicable provisions, the Company increased its authorized share capital of the Company by reclassifying its Preference
shares of face value of Rs. 100/-.After reclassification the Authorised Share Capital was Rs. 1,86,30,00,000/- (Rupees One Hundred Eighty-Six Crores Thirty Lakhs Only) equity share capital divided into 93,15,00,000 (Ninety-Three Crores Fifteen Lakhs) equity shares of a face value of Rs. 2/- each.
Furthermore, with a view to raising funds through various modes, the Company increased its authorized share capital of the Company to Rs. 1,96,30,00,000/- (Rupees One Hundred Ninety-Six Crores Thirty Lakhs Only) equity share capital divided into 98,15,00,000 (Ninety-Eight Crores Fifteen Lakhs) equity shares of a face value of Rs. 2/- each.
The Paid-up Equity Share Capital of the Company as on March 31,2024, was Rs. 1,43,58,55,420/- (Rupees One Hundred Forty-Three Crores Fifty-Eight Lakhs Fifty-Five Thousand Four Hundred Twenty Rupees Only) consisting of Equity shares 71,79,27,710 (Seventy One Crores Seventy Nine Lakhs Twenty Seven Thousand Seven Hundred Ten) of a face value of Rs. 2/- each.
The equity shares of the Company are listed and traded in compulsory dematerialized form on the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").
Compulsorily Convertible Preference Shares
Our Company at its Board Meeting held on May 12, 2023 has allotted 5,14,70,589 and 1,85,29,411 Equity Shares of ?2/- each to Aion Jyoti LLC and Apollo Jyoti LLC at a ratio of 1 equity share for each CCPS held, increasing their holding upto 7.17% and 2.58%, respectively in our Company, upon conversion of 7,00,00,000 compulsorily convertible preference shares, as per the Resolution Plan. The Company has received listing and trading approval from BSE and the NSE for the same.
PREFERNTIAL ISSUE
1. Equity Shares
1.34.00. 000 Equity Shares of face value ?2/- at a price of ?13.20/- (including a premium of ? 11.20/- per Equity Share) aggregating to ?1,768.80 lakhs on preferential basis.
2. Convertible Warrants into Equity Shares
6,07,50,000 convertible warrants on preferential basis at a price of ?13.20 each with a right to apply for and allotted for 1 (one) Equity Share of face value of ?2/- each of the company at a price of ?. 13.20 per Equity Share, including premium of ? 11.20 per Equity Share.
As on date, 6 (Six) of the warrant holders applied for conversion of their respective warrants into Equity Shares along with the remaining exercise price of ?9.90/- per warrant being 75% of the issue price (?13.20/-) per warrant. Consequently, our Boardof Directors at their meeting held on March 30, 2024 and May 29, 2024 approved the conversion and converted 1,30,00,000& 2.30.00. 000 warrants into equity shares ("Warrants Converted into Equity Shares") respectively.
RIGHTS ISSUE
The Rights Issue has been authorized by a resolution of our Board of Directors passed at its meeting held on November 30, 2023. The Record Date has been approved by the Rights Issue Committee at their meeting held on March 15,2024. The terms of the Issue and Rights Entitlement Ratio have been approved by the Board of Directors at their meeting held on March 20, 2024. The Letter of Offer was submitted with SEBI as on April 6, 2024.
Under Rights Issue, Up to 11,64,20,710 Rights Equity Shares issued at a premium of ?13/- per Rights Equity Share, i.e., at an Issue Price of ?15/- per Rights Equity Share.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
As per Section 129 of the Act, if the Company has any subsidiary (ies) and associate company (ies), the Company along with its Standalone Financial Statements is required to provide Audited Consolidated Financial statements to its shareholders in the Annual General Meeting.
Details of subsidiary, associate and joint venture of the Company as on March 31,2024, are as follows:
In Standalone and Consolidated Financials, the company has included the figures / amounts for the year ended as on date in respect of its Seven branches (management certified) at Bhutan, Kenya, Tanzania, Georgia, Tunisia, South Africa and Uganda; The figures of three branches namely Dubai, Egypt, Kuwait are prior to March 2018 in absence of requisite detail. The financial statements include the assets, liabilities, income and expenditure in respect of fourteen branches.
The Consolidated Financial Statements include the following Subsidiary companies:
The Consolidated Financial Statement does not includes the results of the following entities in absence of requisite details:
In compliance with applicable provisions of the Act, a statement containing the salient features of the financial statements of the subsidiaries/ associates /joint ventures companies is provided in Form AOC-1 for the year ended March 31, 2024, is annexed and forms part of this Report.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents are available on the website of the Company http://iyotistructures.in/ investor.html.
The Audited Standalone and Consolidated Financial Statements are prepared in accordance with the prescribed accounting standards, forms part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
• Composition of the Board
The Board was constituted with following 6(Six) directors:
• Retire by Rotation on the Board of Directors of the Company
During the period under review, none of the Directors would retire by rotation at the ensuing Annual General Meeting. Key Managerial Personnel (KMP) Senior Management Person(SMP)
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each independent director who are part of Board confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) of the Listing Regulations.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
One of the Key responsibilities and role casted on the Board is to monitor and evaluate the performance of the Board, Committees and Directors.
MEETINGS OF THE BOARD
12 meetings of the Board of Directors were held on May 12, 2023, May 29, 2023, June 22,2023, August 11, 2023, September 25, 2023, November 7, 2023, November 11,2023, November 30, 2023,December 30, 2023, February 13, 2024,March 20,2024 and March 30, 2024 during the year under review.
COMMITTEES OF THE BOARD
8 meetings of Nomination and Remuneration Committee were held on May 29, 2023, June 13, 2023 June 22, 2023,July 19, 2023, August 10, 2023,October 17, 2023 , December 4, 2023 & February 9, 2024.
7 meetings of Audit Committee were held on May 27, 2023, June 22, 2023, August 9, 2023, September 25, 2023, November 4,2023 ,November 30, 2023 & February 13, 2024.
2 meetings of Stakeholders Relationship Committee were held on May 29, 2023 and February 9, 2024.
One meeting of each Independent Director and Risk Management Committee meeting were held on March 15, 2024.
The intervening gap between the Meetings was within the period prescribed under the Act and SEBI LODR.
For attendance and other details please refer the Corporate Governance Report, which forms part of the Annual Report 2023-2024. REMUNERATION POLICY
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a director and the details of this policy are given in the Corporate Governance Report which forms part of this Annual Report.
The Details pertaining to remuneration paid to the Key Managerial Personnel is provided under Annexure I.
The Company is in process of preparing a policy containing in relation to remuneration of Key Managerial Personnel and other employees.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the disclosures pertaining to the remuneration and other details is not applicable, as no remuneration has been paid to Directors in FY 2023- 2024, therefore it is not applicable for the current period.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
The details of Contract or arrangements entered into by Company with related parties referred to in Section 188 of the Act, including certain arm's length transaction under third proviso thereto for the financial year under scrutiny forms part of the Balance Sheet.
CORPORATE SOCIAL RESPONSIBILITY
Since average net profit during the immediately preceding three financial years is not more than 5 crores. hence expenditure on CSR is not applicable for the year ended as at 31 st March,
The Annual Report on CSR containing the particulars specified in the Annexure II to the Companies (CSR Policy) rules 2014 is annexed and forms part of this Report.
The Company's Policy on CSR is available on the Company's website www.jyotistructures.in.
RISK MANAGEMENT
The Company is engaged in Engineering, Procurement and Construction ("EPC") business and is exposed to various risks in the areas it operates. The risk management mechanism forms an integral part of the business planning and review cycle of the Company and it is designed to provide reasonable assurances that goals are achieved by integrating management control into daily operations, by ensuring compliance with legal requirements and by safeguarding the integrity of the Company's financial reporting and its related disclosures. The identication, analysis and putting in place the process for mitigation of these risks is an ongoing process.
The Risk Management Committee of Directors constituted by the Board inter alia reviews Enterprise Risk Management functions of the Company and is responsible for framing, implementing, monitoring and reviewing Risk Management framework of the Company.
The Company is in process of preparing Risk Management Policy for the purpose of risk minimization and anticipation in case of future potential risks.
RELATED PARTY TRANSACTIONS
With reference to Section 134(3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties except one transaction under Section 188(1) of the Companies Act, 2013 entered by your Company during the year under review, were in the ordinary course of business and on an arm's length basis.
Related party transactions during April 1, 2023 to March 31, 2024 are reported in financial statements of the Company. The Company's policy on related party transaction which is available on the Company's website www.jyotistructures.in.
AUDIT REPORTS AND AUDITORS
Audit Reports
The Auditors' Report for 2024 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the Financial statements in this Integrated Annual Report.
The Secretarial Auditors' Report for 2024 does not contain any qualification, reservation, or adverse remark. The Secretarial Auditors' Report is enclosed as Annexure III to the Board's report, which forms part of this Integrated Annual Report.
Statutory Auditors
Pursuant to the provisions of the Section 139 of the Act and the Rules made, M/s. G.P. Sharma & Company, LLP, Chartered Accountants were appointed as Statutory Auditor for a period of 1 (one) year, i.e., FY 2023-2024. The appointment and remuneration of Statutory Auditor has been duly approved by the Board.
Cost Auditors
Since the Company is not falling under the threshold limit of Cost Audit, hence, Cost Audit is not applicable for the financial year 20232024.
Secretarial Auditors
Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s. Sandeep Dubey & Associates as the Secretarial Auditor of the Company for the year ended March 31,2024. The Secretarial Audit Report furnished by M/s. Sandeep Dubey & Associates for the financial year 2024 is annexed as Annexure III to this report. The Secretarial Audit Report furnished by M/s. Sandeep Dubey & Associates contains some observations that are self-explanatory and need no further comments.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return for the F.Y. 2023-2024 is available on the Company's Website i.e. www.jyotistructures.in.
FIXED DEPOSITS
During the year, Company has neither accepted nor renewed any new fixed deposits.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees or investments covered under the provisions of Section 186 of the Act are given in notes to the standalone financial statements forming part of the Annual Report.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)
During the year, the Company has not transferred as per the requirement of the Act, unclaimed dividend amounts to Investor Education and Protection Fund.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements (to the extent possible, instances of non- compliances as pointed in the secretarial audit report) under the Act and as stipulated under the SEBI LODR Regulations. Management's Discussion and Analysis, Corporate Governance Report, together with Auditors' Certicate on compliance with the conditions of Corporate Governance as laid down are enclosed, which form part of this Annual Report.
INTERNAL CONTROL SYSTEM
The Company has adequate system of internal controls in place. The Company has aligned its internal controls with the requirements of Act. The Company has adopted Internal control is the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company is committed to ensuring an effective Internal Control environment that will help in preventing and detecting errors and irregularities, thus ensuring security of Company's assets and efficiency of operations. The Company has an internal control mechanism which is commensurate with the size and complexity of business and aligned with evolving business needs. This is demonstrated through various means including, but not limited to Code of Conduct together with the Whistle Blower Policy.
Periodically, the Audit Committee takes cognizance of the signicant risk assessment processes, audit plans, reported observations, recommendations and adequacy of Internal Controls and provides directions and guidance including external benchmarking of best practices for further action, if any. Extensive use of technology ensures robustness and integrity of financial reporting and internal controls, allows optimal use and protection of assets, facilitates accurate and timely compilation of financial statements and management reports and ensures compliance with statutory laws, regulations and company policies.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In accordance with the provisions stated in Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism policy named Vigil Mechanism Policy (VMP) to deal with instances of fraud and mismanagement, if any. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report.
CODE OF CONDUCT
The Company has a code of conduct for Board Members and Senior Management Personnel and vigil mechanism ('Whistle Blower Policy').
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company believes in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.
Your Company has a zero tolerance for sexual harassment at workplace and, therefore it is also endeavoring for preparing a policy in this respect. The said policy would be in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.
During the year under review, no complaints were reported.
OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY
For your Company safety, health and well-being of its employees and people working for it is of utmost importance. Your Company strives to take care of environment and for sustainable business development and continues to develop and implement environmental management system to measure, control and reduce the environmental impact. Company's operations are in compliance with all applicable regulations.
EMPLOYEES STOCK OPTION SCHEME
The Company obtained In-principle Approval from Bombay Stock Exchange ("BSE") on July 1,2022 and National Stock Exchange ("NSE") on April 27, 2023 respectively.
Following were the ESOS granted till date:
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report, which forms part of this Integrated Annual Report.
TECHNOLOGY ABSORPTION, CONSERVATION OF ENERGY & FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy, technology absorption is annexed and forms part of this Report as Annexure IV. In the current financial year there were no foreign exchange earnings and outgo.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 134 (3) (c) of the Act, Board of Directors confirms that:
i applicable Accounting Standards have been followed in the preparation of annual accounts for the year ended March 31, 2024 and that there are no material departures;
ii such accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the loss of your Company for the year ended on that date;
iii to the extent possible proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities.
iv the annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENTS
We place on record our sincere appreciation of the valuable cooperation and support received at all times by the Company from its bankers, other stakeholders, concerned Government Departments, other authorities, its channel partners, employees and shareholders.