Dear Members,
Your Directors present the 28th Annual Report of JBM Auto Limited ("the Company") along with the audited financial statements for the financial year ended 31st March 2024. The consolidated performance of the Company and its subsidiaries/ joint venture companies have been referred to wherever required.
1. FINANCIAL RESULTS
Your Company's financial performance for the financial year ended 31st March 2024 is summarised below:
Consolidated
2. FINANCIAL HIGHLIGHTS
On Standalone Basis
Your Company's revenue from operations on standalone basis as on 31st March 2024 was 4,243.54 Crores that is a significant achievement against 3,749.25 Crores in the previous financial year, which was increased by 13.18%. However, EBITDA margin of the Company was
325.65 crores in FY24 as against 375.72 Crores in the previous financial year, which was decreased by 13.33%.
On Consolidated Basis
In compliance with the applicable provisions of the Companies Act, 2013 hereinafter referred as "Act" including the Indian Accounting Standard IND AS 110 on Consolidated Financial Statements, this Annual Report also includes summary of results of Consolidated Financial Statements of the Company for FY24 and comparative figures for the previous financial year ended on 31st March 2023.
The Company's consolidated revenue from operations was 5,009.35 Crores as against 3,857.38 Crores in the previous financial year, increased by 29.86%.
Consolidated EBITDA of the Company is 604.23 Crores in FY24 as against 425.26 Crores in the previous financial year, thereby increase of 42.08%.
In FY24, your Company continued its growth momentum by scaling its revenue from operations. Your Company has also established the process for competitive costing which has resultant into cost reduction which will help in increasing its market share in all products.
3. DIVIDEND AND APPROPRIATION
(A) Dividend
The Board has recommended a final dividend of 1.50
(i.e. 75%) per equity share on fully paid-up equity shares of 2 each on equity share capital for the financial year ended on 31st March 2024.
The payment of dividend is subject to the approval of the members at the ensuing 28th Annual General Meeting (AGM) of the Company and will be paid to those members whose name will be appearing in the register of members as on cut-off date i.e. Thursday, 5th September, 2024.
(B) Dividend Distribution Policy
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") requires top one thousand listed companies to formulate a dividend distribution policy. Accordingly, as per the provisions of Listing Regulations, the Company had formulated a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The said Policy is available on the website of the Company at www.jbmgroup.com/investors.
(C) Appropriation
No amount has been transferred to the General Reserve for the financial year ended 31st March 2024.
4. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company during the financial year ended 31st March 2024.
5. COMPLIANCE WITH SECRETARIAL STANDARDS
The Applicable Secretarial Standards, i.e. SS – 1, SS – 2 relating to ‘Meetings of the Board of Directors', and ‘General Meetings' (as amended from time to time) respectively have been duly complied by your Company during the period under review.
6. MATERIAL CHANGES AFFECTING THE COMPANY
No material changes and commitments affecting the financial position of the Company have occurred between the end of FY24 and on the date of this report.
7. INVESTOR EDUCATION AND PROTECTION FUND
As per the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of 7 (seven) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of unclaimed dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for 7 (seven) consecutive years are available on the website of the Company at www.jbmgroup.com/ investors. Further, in compliance with IEPF Rules, the Company publishes notices in newspapers and sends specific letters to all shareholders whose shares are due to be transferred to IEPF, to enable them to claim their rightful dues.
The shareholders whose shares/dividends have been transferred to IEPF can claim the same from IEPF in accordance with the prescribed procedure and on submission of such documents as prescribed under the IEPF Rules. The process for claiming the unpaid shares/ dividends out of IEPF can be accessed on the IEPF website at www.iepf.gov.in and on the website of the Company at www.jbmgroup.com/investors.
Mr. Sanjeev Kumar, Company Secretary is Nodal Officer and Mr. Mukesh Jangra is Deputy Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at www. jbmgroup.com.
. HUMAN RESOURCES
The overall satisfaction of the employees of the Company is high. Employees continued to take charge through collaborative approach and rigorous thinking which become possible through effective HR policies and its rigorous implementation. The employee's relations were peaceful and harmonious throughout the year.
. SHARE CAPITAL AND LISTING OF SHARES
As on 31st March 2024, the authorised share capital of the Company is 136,00,00,000 (Rupees One Hundred
Thirty-Six Crore only) and issued, subscribed & paid-up equity share capital of the Company is 23,64,94,264
(Rupees Twenty Three Crore Sixty Four Lakh Ninety Four Thousand Two Hundred Sixty Four only).
The Company's equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The equity shares are actively traded on NSE and BSE and have not been suspended from trading.
. SUBSIDIARY, JOINT VENTURE AND
ASSOCIATE COMPANIES
As on 31st March 2024, your Company had 6 (Six) Subsidiary Companies, 3 (Three) Joint Venture Companies, 2 (Two) Joint Venture of Subsidiary Companies and 9 (Nine) Subsidiaries of a Joint Venture Company. Further, the Company does not have any Associate Company as on 31st March 2024. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its subsidiary companies and joint venture companies.
During FY24, the following changes took place in subsidiary/joint venture (JV) companies: ? ?Change in status of JBM Ecolife Mobility Private Limited ("Ecolife") from Wholly Owned Subsidiary to Subsidiary w.e.f 26th June 2023 and later turned into Joint Venture Company effective 30th March 2024 without any change in shareholding of JBM Auto Limited. JBM Auto Limited holds 83% of Equity Shares in Ecolife.
? ?Change in status of JBM Electric Vehicles Private Limited from Wholly Owned Subsidiary to Subsidiary of the Company. Now JBM Auto Limited holds 85% in JBM Electric Vehicles Private Limited. ? ?JBM Ecolife Mobility Private Limited (JV of JBM Auto Limited) has incorporated four subsidiary companies namely, Ecolife GT Mobility Private Limited, Ecolife Mobility Mumbai Private Limited, KA Ecolife Mobility Private Limited and Ecolife Mobility Bhubaneswar Private Limited.
? ?The Company acquired additional stake of 37% in VT Emobility Private Limited (a subsidiary company) and consequently, Company's shareholding has been increased to 99%.
? ?The Company acquired additional stake of 0.49% in Ecolife Green One Mobility Private Limited (a subsidiary Company) and consequently became a wholly owned Subsidiary Company.
A statement containing the salient features of financial statements of subsidiaries/joint venture(s) of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended. Form AOC-1 also highlights the financial performance of each of the subsidiaries/joint venture(s) companies included in the Consolidated Financial Statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, as amended.
In accordance with Section 136 of the Act, the financial statements of the subsidiary companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturday, Sunday and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary & Compliance Officer of the Company. The Company has formulated a policy for determining material subsidiaries in line with Listing Regulations. The policy aims to determine the Material Subsidiaries and Material Unlisted Indian Subsidiaries of the Company and to provide the governance framework for such subsidiaries. The policy may be accessed on the website of the Company at https://www.jbmgroup. com/documents/material-subsidiary-policy/.
In terms of Regulation 16(1)(c) of the Listing Regulations, JBM Electric Vehicles Private Limited, JBM Green Energy Systems Private Limited and JBM Ogihara Automotive India Limited have become the Material Subsidiary of the Company.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, one-third of Directors are liable to retire by rotation, shall retire by rotation every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Surendra Kumar Arya (DIN: 00004626) retires by rotation and being eligible, offers himself for reappointment. A resolution seeking shareholders' approval for his re-appointment forms part of the notice of 28th AGM.
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them continue to meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.
The Independent Directors have also confirmed that they continue to comply with the Code for Independent Directors as prescribed under Schedule IV of the Companies Act, 2013. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
In terms of Section 150 of the Act read with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA").
During the FY24, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred, if any. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013 and rules made there under.
During the FY 2024, no new appointment was made on the Board of the Company. Further, Mr. Mahesh Kumar Aggarwal (DIN: 00004982) ceased to be Independent Director of the Company effecting from the closing of business hours on 31st March 2024 upon completion of his second consecutive term as on Independent Director as per the provisions of the Companies Act, 2013 & relevant provisions of the SEBI Listing
Regulations. The Board of Directors of the Company expressed their sincere appreciation and gratitude for the valuable contribution made by Mr. Mahesh Kumar Aggarwal during his tenure as an Independent director of the Company.
Key Managerial Personnel
As per the requirement under the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with rules made thereunder, following persons are designated as Key Managerial Personnel's of the Company:
12. COMPLIANCES UNDER THE COMPANIES ACT, 2013
(i) Meetings of the Board
During FY24, 4 (Four) Board Meetings were held. For details thereof kindly refer to the Corporate Governance Report forming part of this Annual Report.
(ii) Audit Committee
Detailed information of the Audit Committee is provided in the Report on Corporate Governance forming part of this Annual Report.
(iii) Annual General Meeting
During FY24, Annual General Meeting of the Company was held on Saturday, 16th September 2023, through video conferencing/other audio visual means (VC/OAVM).
(iv) Other Committees of the Board
The details pertaining to the composition of the Nomination & Remuneration Committee, Stakeholders RelationshipCommittee,CorporateSocialResponsibility Committee and Risk Management and Sustainability Committee are included in the Corporate Governance Report forming part of this Annual Report.
(v) Company's Policy on Appointment and Remuneration of Directors
The criteria for determining qualifications, positive attributes and independence in terms of the Companies Act, 2013 and the rules made thereunder, both in respect of independent and the other directors as applicable has been approved by the Nomination & Remuneration Committee. The Board is well diversified and have balance of skills, experience and diversity of perspectives appropriate to the Company.
All directors, other than independent directors, are liable to retire by rotation. One-third of the directors who are liable to retire by rotation, retire every year in the AGM and are eligible for re-election.
The Company's policy relating to nomination & remuneration of directors, key managerial personnel's and other employees can be accessed on our website at www.jbmgroup.com/investors.
(vi) Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that they: i. have followed in the preparation of Annual Accounts for FY24, the applicable accounting standards along with proper explanation relating to material departures; ii. have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2024 and of the profit of the Company for the year ended on that date; iii. have 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; iv. have prepared the annual accounts on a ‘going concern' basis; v. have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and vi. have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.
(vii) Adequacy of Internal Financial Controls
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY24.
(viii) Related Party Transactions
Your Company has in place a Policy on Materiality of Related Party Transactions to deal with related Party Transactions, ("RPT Policy") formulated in line with the provisions of the Act and Listing Regulations. During the year under review, the Company has revised its RPT Policy, in accordance with the amendments to applicable provisions of the act/Listing Regulations. During FY24, all the contracts/arrangements/ transactions etc. entered into by the Company with related parties were in ordinary course of business and on arm's length basis as per the RPT Policy of the Company and in compliance with the provisions of the Companies Act, 2013 and Listing Regulations.
Omnibus approval from the Audit Committee was obtained for all transactions with related parties and all such transactions were being reviewed by the Audit Committee every quarter. The Audit Committee takes into consideration various parameters whilst scrutinising and approving a related party transaction, from the perspective of fulfilling the criteria of meeting arms' length pricing.
The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Notes to the Standalone and Consolidated Financial Statements of the Company.
As per the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if the value of any related party transaction exceeds 1,000 Crores or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statement whichever is lower, would be considered as material Related Party Transaction and require member's approval. In this regard, during the year under review, the Company had taken necessary member's approval for material related party transactions. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 is set out in the Annexure I to this report.
The Company in terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regularly submits within the prescribed time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified, to the stock exchanges.
(ix) Annual Return
In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return for the FY24 of the Company is available on the website of the Company at www. jbmgroup.com/investors.
(x) Auditors and Auditor's Report
(a) Statutory Auditors
M/s. R N Marwah & Co. LLP, Chartered Accountants (Firm Registration No. 001211N/N500019), were appointed as Statutory Auditors of the Company at the 26th AGM held on 26th September 2022, to hold office for a period of 5 (five) consecutive years from the conclusion of 26th AGM till the conclusion of the 31st AGM.
The Statutory Auditor has issued Audit Reports on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March 2024. Notes on the Financials Statements referred to in the Auditor's Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013 since it does not contain any qualification, reservation, adverse remarks or observation.
(b) Secretarial Auditors
In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, M/s. Dhananjay Shukla & Associates, Practising Company Secretaries (CP No. 8271) was appointed to conduct the Secretarial Audit of the Company for the FY24. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Secretarial Auditor in their report for the FY24. The Audit Report of the Secretarial Auditor is attached as Annexure II and Secretarial Audit Report of
Material Subsidiary is attached as Annexure IIA. Also, the Board of Directors of the Company in their meeting held on 2nd May 2024 re-appointed M/s. Dhananjay Shukla & Associates, Practising Company Secretaries (CP No. 8271) as Secretarial Auditor of the Company to perform the Secretarial Audit for FY25.
In compliance with Regulation 24A of Listing Regulation read with Circular No. CIR/CFD/ CMD1/27/2019 dated February 8, 2019, issued by the Securities and Exchange Board of India (SEBI) & NSE Circular Ref No: NSE/CML/2023/30 dated 10th April 2023, the Company has obtained Annual Secretarial Compliance Report from M/s. Dhananjay Shukla & Associates, Practicing Company Secretaries (CP No. 8271) on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder and copy of the same has already been submitted with the Stock Exchanges within the prescribed due date. The Annual Secretarial Compliance Report is attached as Annexure III.
(c) Internal Auditors
In terms of the provisions of Section 138 of the Act read with Companies (Accounts) Rules 2014 and on the recommendation of the Audit Committee, the Board of Directors of the Company in their meeting held on 10th May 2023 had appointed Mr. Amol Modak, Chartered Accountant, as an Internal Auditors of the Company and allow him to engage some external independent agency to perform the internal audit for FY24. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Internal Auditors in their report for the FY24.
Also, the Board of Directors of the Company in their meeting held on 2nd May 2024 appointed Mr. Amol Modak and Mr. Amit Bhatia, Chartered Accountants and an independent external agency, as Internal Auditors of the Company to perform the internal audit for FY25.
(d) Cost Auditors
The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules made thereunder and accordingly, the Company has maintained such cost records. In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and based on the recommendations of the Audit Committee, the Board of Directors in their meeting held on 10th May 2023 appointed M/s. Jitender, Navneet & Co. (Firm Registration No. 000119), a firm of Cost Accountants, to conduct the audit of cost records of the Company for the FY24. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Cost Auditors in their report for the FY24.
Also, the Board of Directors in their meeting held on 2nd May 2024 re-appointed M/s. Jitender, Navneet & Co., (Firm Registration No. 000119) a firm of Cost Accountants, to conduct the audit of cost records as applicable and maintained by the Company for the FY25.
(xi) Corporate Social Responsibility
The brief outline of Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended till date to be referred as Annual Report on CSR Activities. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Annual Report.
CSR Policy
The CSR Policy including a brief overview of the projects or programmes undertaken can be accessed at the Company's website at www.jbmgroup.com/investors.
CSR Committee
As on 31st March 2024, the CSR Committee comprises of Mr. Surendra Kumar Arya as Chairman, Mr. Nishant Arya and Mr. Mahesh Kumar Aggarwal, as other members of the Committee. The Committee, inter-alia, reviews and monitors the CSR activities of the Company.
For other details regarding the CSR Committee, please refer to the Corporate Governance Report which forms part of this Annual Report.
(xii) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Information pursuant to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 is annexed as Annexure V and forms part of this report.
(xiii) Nomination and Remuneration Policy
The policy for selection of directors and determining director's independence, and the remuneration policy for directors, key managerial personnel & other employees can be accessed at our website at www.jbmgroup.com/investors.
(xiv) Particulars of Loans, Guarantees and Investments
Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of FY24 have been disclosed in notes to the financial statements.
13. PERFORMANCE EVALUATION
Pursuant to the provisions of the Act, Regulation 17(10) of Listing Regulations and the "Guidance Note on Board Evaluation" issued by SEBI on 5th January 2017, the Board has carried out the annual performance evaluation of its own performance, Directors' individually as well as evaluation of its Committees. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialised knowledge for decision making, smooth functioning of the Board and effective decision making.
The performance of individual Director was evaluated on parameters such as level of engagement and contribution, independence of judgment and safeguarding the interest of the Company, etc. The Directors expressed their satisfaction towards the evaluation process.
14. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The remuneration paid to the Directors, Key Managerial Personnel and other employees are in accordance with the Nomination & Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of Listing Regulations. The Policy sets out the guiding principles for the compensation to be paid to the Directors, Key Managerial Personnel and other employees.
The Company's policy relating to remuneration of Directors, Key Managerial Personnel and other employees can be accessed at our website at www.jbmgroup.com/investors.
15. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
The Statutory Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors of the Company have not reported any instances of fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made during the period under review.
16. CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under Listing Regulations. A separate section on Corporate Governance, forming a part of this Annual Report and requisite certificate from Mr. Dhananjay Shukla, Practising Company Secretary (C.P. No. 8271) confirming compliance with conditions of Corporate Governance is attached to the report on Corporate Governance.
17.
MANAGEMENT DISCUSSION AND ANALYSISREPORT
In terms of Listing Regulations, the Management Discussion and Analysis Report is given separately and forming part of this Annual report as Annexure VI.
18. INSIDER TRADING POLICY
During the year under review, the Company reviewed compliance with the provisions of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015 with respect to "Institutional Mechanism for Prevention of Insider trading" and found the systems for internal control are adequate and are operating effectively, in accordance with the amendments to the applicable provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy is available on the website of the Company at www.jbmgroup.com/investors.
19. RISK MANAGEMENT AND SUSTAINABILITY COMMITTEE
Pursuant to Regulation 21 of Listing Regulations, the Company has a Risk Management and Sustainability Committee to ensure a robust risk management system, the details of which are given in the Corporate Governance Report. The Company has a Risk Management Policy and identified risks and taken appropriate steps for their mitigation. For more details, please refer to the Corporate Governance Report.
20.
INTERNAL CONTROLS SYSTEMS AND THEIRADEQUACY
The Company has established a robust and comprehensive internal control system, carefully designed to match the size and complexity of its business operations. This system ensures the safeguarding of assets, accurate financial reporting, and effective operational processes, providing a strong foundation for governance and transparency. Management has implemented a range of robust policies, procedures, and Enterprise Resource Planning (ERP) systems to guide operations, maximise automated control transactions, and minimise risk.
Unit heads are responsible for ensuring compliance with these policies and procedures, while the Internal Audit function conducts regular verifications to ensure the effectiveness of controls. Additionally, the Audit Committee approves the annual internal audit plan, focusing on critical business risks, new initiatives, and key process risks, to ensure the internal control system remains adequate, effective, and aligned with the Company's evolving business needs.
21. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has a vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations.
The mechanism covers any instances of financial irregularities, breach of code of conduct, abuse of authority, disclosure of financial/price sensitive information, unethical/unfair actions concerning Company vendors/suppliers, mala-fide manipulation of Company records, discrimination to the Code of Conduct in an anonymous manner.
The Policy also provides protection to the employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.
During the financial year ended 31st March 2024, 1 (one) complaint was received by the Company under the vigil mechanism and the same was resolved within prescribed time and the Whistle Blower Policy of the Company can be accessed at website of the Company at www.jbmgroup.com/investors.
22.
DISCLOSURE UNDER THE SEXUAL HARASSMENTOF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act') and the rules framed thereunder. Internal Committees have been set up to redress complaints received regarding sexual harassment. To build awareness in this area, the Company has been conducting induction/refresher programmes in the organisation on a continuous basis.
During the year under review, no complaint of sexual harassment was received by the Company and the policy is available on www.jbmgroup.com/investors.
23. MEETINGS OF INDEPENDENT DIRECTORS
The Independent Directors of your Company met on 30th January 2024 without the presence of the Non-Independent Directors or any other Management Personnel. The Meeting was conducted in an informal and flexible manner to enable the Independent Directors to discuss matters, inter-alia, pertaining to, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
25. PUBLIC DEPOSITS
During the year under review, your Company did not accept any public deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as of 31st March 2024.
26. EMPLOYEES STOCK OPTION PLANS/SCHEMES
No Employee Stock Options were granted to the Directors or Employees of the Company during the financial year ended on 31st March 2024.
27. PARTICULARS OF EMPLOYEES
In terms of the provisions of 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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are form part of the Annual Report.
Disclosures 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 are form part of this Annual Report.
However, as per second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining a copy of such information may write to the Company Secretary & Compliance Officer of the Company at the registered office of the Company and the same will be furnished without any fee.
28. INDUSTRIAL RELATIONS
Your Company's focus continues towards propagating proactive and employee centric practices. The transformational work culture initiative, which aims to create an engaged workforce with an innovative, productive and competitive shop-floor ecosystem, continues to grow in strength. In order to develop skills and foster togetherness at the workplace, your Company rolled out multiple training and engagement programmes covering a wide range of topics, viz. positive attitude, stress management, creativity, team effectiveness, safety and environment, quality tools, skill building programmes, customer focus, and Code of Conduct.
Significant emphasis was also laid towards raising awareness on health and wellness of employees through annual medical check-ups, health awareness activities and online yoga sessions.
Proactive and employee-centric shop floor practices, a focus on transparent communication of business goals, an effective concern resolution mechanism, and a firm belief that employees are the most valuable assets of the Company, are the cornerstones of your Company's employee relations approach. The industrial relations scenario continued to be positive across all manufacturing locations.
29. AWARDS & RECOGNITIONS
During the year, the Company had received various awards and recognitions, which have been described at page 68, forming part of this Annual Report.
30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A detailed Business Responsibility and Sustainability Report (‘BRSR') on initiatives taken from an environmental, social and governance perspective, in the prescribed format is forming part of this Annual Report as Annexure VII.
31. OTHER STATUTORY DISCLOSURES FOR THE PERIOD UNDER REVIEW a. No equity shares were issued with differential rights as to dividend, voting or otherwise. b. No Sweat Equity shares were issued. c. No employee stock options were issued. d. No application has been made and/or no proceeding are pending during the FY24 under Insolvency and Bankruptcy Code, 2016. e. During the FY2023-24, the Company has not entered in any one-time settlement with any of the Banks/Financial Institutions and therefore, the relevant disclosures are not applicable to the Company. f. There were no outstanding material litigations as on 31st March 2024. Details of Statutory dues/tax matters are disclosed in the financial statements. g. The shares of the Company have not been suspended from trading in any of the Stock Exchanges.
APPRECIATION
The Board of Directors would like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review.