JITF Infra Logistics Ltd
Directors Reports
To,
The Members,
The Board of Directors are pleased to present the 1 5th
Annual Report along with the Audited Financial Statements of the Company for the financial
year ended 31st March, 2022.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended March
31,2022 is summarized below:
(' Lacs)
Particulars |
Year ended 31st March, 2022 |
Year ended 31st March, 2021 |
Revenue from operations |
276.71 |
258.79 |
Other Income |
- |
0.78 |
Profit/(Loss) before finance cost, depreciation, exceptional
items and tax |
42.51 |
43.38 |
Less: |
|
|
Finance cost |
16.04 |
20.22 |
Depreciation and amortization expense |
0.88 |
0.34 |
Profit/ (Loss) before tax |
25.59 |
22.82 |
Tax expense |
6.45 |
5.89 |
Profit/ (Loss) after tax |
19.14 |
16.93 |
Other Comprehensive Income Items that will not be
reclassified to profit and loss |
1.95 |
0.70 |
Total Comprehensive Income for the year |
21.09 |
17.63 |
2. REVIEW OF OPERATIONS
During the Financial Year, Company achieved Gross Revenue of Rs 276.71
lacs against Rs 259.57 lacs achieved during the previous year. The net profit for the
Financial Year is Rs. 19.14 lacs as compared to Rs. 16.93 lacs in the previous year.
Your Company's step-down subsidiary JWIL Infra Limited
("JWIL") - The year 2021-22 has been quite a challenging one for the World,
Country, and Indian Economy as well, due to increase in commodity prices across the globe.
The Company took swift actions to minimize disruption caused by it and has been able to
achieve a turnover of Rs. 789.34 Crores during the year with a growth of about 28% over
previous year. JWIL has also been able to maintain Profitability with various cost saving
initiatives.
The Company is focused on Digitalization of processes along with
operational efficiency and has taken various steps to achieve the same such as engaging
PWC as consultants for smoothing and improvement of SAP functions etc. Further, the
company is the exploring new business line such as Sewage/Waste water Treatment and new
geographical markets such UAE, East Africa etc.
During the year, the company has secured orders worth Rs. 365 Crores in
state of Jharkhand to cater the drinking water supply requirement for Rural Population in
Godda & Sundarpahari Block.
Existing EPC work to be executed as on year ended March '22 was close
to Rs. 1600 crores. As a company JWIL will be doing selective bidding for new projects.
The company is targeting to complete four continuing projects during the year 2022-23.
Further, company is also doing long term Operations & Maintenance of past executed
eleven projects as on date.
The subsidiary of the Company namely JITF ESIPL CETP (Sitarganj)
Limited continued to operate the 4 MLD Common Effluent Treatment Plant at Sitarganj,
Uttarakhand, jointly with Eldeco Sidcul Industrial Park Limited and achieved turnover of
Rs. 4.28 Crores during FY 2021-22.
JITF Urban Infrastructure Limited ("JUIL") is in the
business of Municipal Solid Waste (MSW) management which includes setting up and operating
Waste to Energy projects and material recovery facilities at different locations in the
country. JUIL has created a niche in Indian Waste to Energy (WtE) segment with vast
experience of successfully operating WtE Plant for more than 11 years in adherence of the
emission norms set by the Pollution Control Board. The initial capacity of the WtE plant
located in Delhi was 16 MW which was later enhanced to 23 MW. With the enhanced capacity
of 23 MW, Okhla WtE plant alone has processed approx. 6,32,879 MT of MSW during FY 2021-22
and converted it into greener energy over 166 million units out of which about 142 million
units exported to the grid, compost over 538 tons, and recyclables upto 700 tons. On
environment indices, this plant, since its inception, has prevented around 100 acres of
land (considering Landfill height of 20 Meters) from getting converted into Landfill and
generation of around 10 million KL of leachate which would have contaminated the ground
water by seepage.
JUIL has 7 WtE projects in various stages amounting to a total capacity
of approx. 111 MW. Out of them, two projects located at Guntur and Visakhapatnam in Andhra
Pradesh were commissioned in October, 2021 and February, 2022, respectively. Plant at
Guntur has been running on full load (15 MW) since 26th April' 2022. Another project at
Tehkhand, Delhi, is in the advance stage of erection and commissioning is expected in
October' 2022. The 98% of Plain Cement Concrete work and 93% of Reinforced Cement Concrete
work are completed despite all odds of pandemic and government restrictions. Civil works
have started in full swing for Ahmedabad Project while civil works will start at Jodhpur
and Jaipur project site in near future. JUIL will have the capacity of handling around
9000 MT of MSW on successful operation of all plants. The performance of all the plants
has been remarkably good with plant stabilization, improved efficiency and high PLF since
start of its operations.
Jindal Rail Infrastructure Limited ("JRIL"): Railway
Industry offers significant long-term growth opportunities. Demand for freight wagons both
from Indian Railways and Private Sector clients is increasing driven by robust growth in
Railway sector. Jindal Rail will benefit from favorable outlook of wagon industry as
growing demand for wagons will increase company's capacity utilization, support its
operating profitability, and enhance its competitive positioning.
JRIL has achieved a total turnover of Rs.257.78 crores during the year.
JRIL manufactured 790 wagons comprising of BFNV, BOXNHL, BCFCM, BVCM and Gondola types of
wagons. JRIL exported 13 wagons during the year.
The Company has strong pipeline of wagon orders from the Private Sector
customers which provides clear revenue visibility for FY 2023 and beyond. JRIL has gained
extensive experience in manufacturing almost all major types of freight wagons over last
decade and is well positioned to leverage its established position in wagon manufacturing
industry and capture significant share of this growing market.
The Company is focused on innovation in design and development of new
design wagons - BFNV type wagon which was jointly developed by Ministry of Railways'
Research Designs & Standards Organization (RDSO) and Jindal Rail has been successfully
inducted into service over IR network. Development of more such new design wagons is under
discussions with several clients.
3. Company Response to COVID-19
The COVID-19 pandemic has emerged as a global challenge, creating
disruption across the world. Global solutions are needed to overcome the challenges. The
physical and emotional wellbeing of employees and stakeholders continues to be the top
priority for the Company, with several initiatives to support the society during the
pandemic. During this ongoing pandemic, we followed all the guidelines Issued in this
regard by the respective States and the Central Government with regard to the operations
and safety of people. The strict standard of physical distancing and hygiene were
enforced.
4. DIVIDEND
To cater to the working capital requirement, the Board of Directors
express that the profits of the company be retained and therefore, do not recommend any
dividend for the Financial Year 2021-22.
5. CHANGES IN NATURE OF BUSINESS, IF ANY
There are no changes in the nature of business of your Company during
the year under review.
6. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the
financial position of the company between the end of the year and date of this report.
7. TRANSFER TO RESERVES
No amount has been transferred to the General Reserve during the year
under review.
8. SHARE CAPITAL
The paid-up Equity Share Capital as at March, 31,2022 stood at Rs.
514.07 lacs. During the year under review, the Company has not issued any: a) shares with
differential voting rights; b) sweat equity shares; c) equity shares under Employees Stock
Option Scheme.
9. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
- 1 to this Report.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report, as stipulated under
Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations,
2015 forming part of this report, has been attached to this Report.
11. FINANCIAL STATEMENTS
The Audited Financial Statements of the Company, which form a part of
this Annual Report, have been prepared pursuant to Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, in accordance with the
provisions of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules,
2014.
Audited annual consolidated financial statements forming part of the
Annual Report have been prepared in accordance with Companies Act, 2013, Indian Accounting
Standards (Ind AS) 110 - 'Consolidated Financial Statements' and Indian Accounting
Standards (Ind AS) 28 - 'Investments in Associates and Joint Ventures' and all other Ind
AS provisions as may be applicable, notified under Section 133 of Companies Act, 2013 read
with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.
12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company has the following subsidiaries:
Direct Subsidiary
1. JITF Urban Infrastructure Services Limited Indirect Subsidiary
1. Jindal Rail Infrastructure Limited
2. JWIL Infra Limited
3. JITF Urban Infrastructure Limited
4. JITF Water Infra (Naya Raipur) Limited
5. JITF ESIPL CETP (Sitarganj) Limited
6. JITF Industrial Infrastructure Development Company Limited
7. Timarpur-Okhla Waste Management Company Limited
8. JITF Urban Waste Management (Jalandhar) Limited
9. JITF Urban Waste Management (Bathinda) Limited
10. JITF Urban Waste Management (Ferozepur) Limited
11. Jindal Urban Waste Management (Tirupati) Limited
12. Jindal Urban Waste Management (Guntur) Limited
13. Jindal Urban Waste Management (Visakhapatnam) Limited
14. Jindal Urban Waste Management (Jaipur) Limited
15. Jindal Urban Waste Management (Jodhpur) Limited
16. Jindal Urban Waste Management (Ahmedabad) Limited
17. Tehkhand Waste to Electricity Project Limited Joint Ventures of
Indirect subsidiary
1. JWIL-SSIL (JV)
2. SMC-JWIL(JV)
3. JWIL-Ranhill (JV)
4. TAPI-JWIL (JV)
5. MEIL JWIL (JV)
6. JWIL SPML (JV)
7. OMIL-JWIL -VKMCPL(JV)
8. KNK-JWIL(JV)
9. SPML-JWIL (JV)
13. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the Financial Year, the Board of Directors reviewed the affairs
of the subsidiary companies.
Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a
statement containing salient features of the Financial Statements of the Company's
subsidiaries in Form AOC-1 is attached as Annexure-2 to the this report.
In accordance with the provisions of Section 136 of the Companies Act,
2013, the standalone Financial Statements of the company, the Consolidated Financial
Statements along with relevant documents and separate audited accounts in respect of
subsidiaries, are available on the website of the company i.e.
www.jindalinfralogistics.com.
The annual accounts of these subsidiaries and the related information
will be made available to any member of the Company / its subsidiaries seeking such
information and are available for inspection by any member of the Company / its
subsidiaries at the Registered Office of the Company. The annual accounts of the said
subsidiaries will also be available for inspection at the Corporate Office/ Registered
office of the respective subsidiary companies and is also available on our website
www.jindalinfralogistics.com. These documents will also be available for inspection during
business hours at our registered office.
The Policy for determining Material Subsidiaries, adopted by your
Board, in conformity with Regulation 16 (c) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, can be accessed on the Company's website at
http://www.jindalinfralogistics.com/policypdf/ POLICY-FOR DETERMINING-MATERIAL
-SUBSIDIARIES.pdf.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act,
2013 with respect to Directors' Responsibility Statement, it is hereby confirmed by the
Board of Directors: -
a. that in the preparation of the annual accounts for the financial
year ended 31st March, 2022, the Indian Accounting Standards (IND AS) had been
followed along with proper explanation relating to material departures;
b. that they had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year ended on that period;
c. that they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. that they had prepared the accounts for the financial year ended 31st
March, 2022 on a 'going concern' basis;
e. that they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and are operating
effectively; and
f. that they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
15. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS -1
and SS - 2, relating to "Meetings of the Board of Directors' and "General
Meetings' respectively, have been duly followed by the Company.
16. CORPORATE SOCIAL RESPONSIBILITY
During the Financial year under review, the Company doesn't fulfill the
criteria covered under Section 135 of the Companies Act, 2013. Therefore, the provision
related to Corporate Social Responsibility is not applicable to the Company.
17. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Declaration of Independence from all
Independent Directors as stipulated under Section 149 (7) of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, confirming that they meet the criteria of Independence.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31.03.2022, Composition of the Board was as follows:
DIN No |
Name of Director |
Position of Directorship |
01776688 |
Mr. Neeraj Kumar |
Non-Executive Director |
01431428 |
Mr. Amarendra Kumar Sinha |
Whole- time Director |
00005349 |
Dr. Raj Kamal Aggarwal |
Independent Director |
05112440 |
Mr. Girish Sharma |
Independent Director |
00131460 |
Mr. Dhananjaya Pati
Tripathi |
Independent Director |
07586927 |
Ms. Veni Verma |
Non-Executive Director |
In terms of the Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all Independent Directors of the Company have enrolled
themselves on the Independent Directors Databank and will undergo the online proficiency
self-assessment test within the specified timeline unless exempted under the aforesaid
Rules.
As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5)
of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel
who were re-appointed during the years are given below:-
Dr. Raj Kamal Aggarwal (Din- 00005349) has been ReAppointed as an
Independent Director of the Company for a second term of five consecutive years commencing
from 5th September, 2021 upto 4th September, 2026 and same was approved by the members at
previous Annual General Meeting held on 29.09.2021.
Mr. Girish Sharma (Din- 05112440) has been Re- Appointed as an
Independent Director of the Company for a second term of five consecutive years commencing
from 5th September, 2021 upto 4th September, 2026 and same was approved by the members at
previous Annual General Meeting held on 29.09.2021.
Mr. Dhananjaya Pati Tripathi (Din- 00131460) has been Re- Appointed as
an Independent Director of the Company notwithstanding his age above 75 Years on the date
of ReAppointment for a second term of five consecutive years commencing from 5th
September, 2021 upto 4th September, 2026 and same was approved by the members at previous
Annual General Meeting held on 29.09.2021.
There were no changes in the Board of Directors and Key Managerial
Personnel of the Company, during the year under review.
The Board based on recommendation of nomination and remuneration
committee place before the Annual General Meeting to appointment of Mr. Arun Kumar Khosla
as NonExecutive Director and Ms. Kanika Sharma as Non- Executive Women Director at ensuing
15th Annual General Meeting.
Appropriate resolutions for the appointment are being placed for your
approval at the ensuing AGM.
The brief resume of the Directors and other related information has
been detailed in the Notice convening the 15th AGM of your Company.
Policy on Directors' Appointment and Remuneration
The Nomination and Remuneration Committee selects the candidate to be
appointed as the Director on the basis of the needs and enhancing the competencies of the
Board of the Company.
The current policy is meant to have a balance of executive and
non-executive Independent Directors to maintain the independence of the Board and
separates its functions of governance and management.
The composition of Board of Directors during the Financial Year ended
March 31,2022 are in conformity with Regulation 17 of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section
149 of the Companies Act, 2013.
The policy of the Company on directors' appointment, including criteria
for determining qualifications, positive attributes, independence of a director and other
matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and
the remuneration paid to the directors is governed by the Nomination and Remuneration
Policy of the Company.
19. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 (2) OF
THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
None of the employee of your Company, who were employed throughout the
Financial Year, were in receipt of remuneration in aggregate of Rs.1,02,00,000 (Rupees One
Crore Two Lakh) or more or if employed for the part of the financial year was in receipt
of remuneration of Rs. 8,50,000 (Rupees Eight Lakh Fifty Thousand) or more per month.
20. DISCLOSURE UNDER SECTION 197 (14) OF THE COMPANIES ACT, 2013
Neither the Executive Director nor the Chairman of the Company received
any remuneration or commission from its Holding or Subsidiary Company during the Financial
Year.
21. FORMAL ANNUAL EVALUATION
The Company has devised a Policy for performance of the Board, its
Committees and of individual Directors which includes criteria for performance evaluation
of non-executive directors and executive directors under section 178 (1) of the Companies
Act, 2013. This may be accessed at the link
http://www.jindalinfralogistics.com/policypdf/Performance- Evaluation.pdf.
On the basis of the Policy for performance evaluation of Independent
Directors, Board, Committees and other Directors, a process of evaluation was followed by
the Board for its own performance and that of its Committees and individual Directors. The
details of same have been given in the report on corporate governance annexed hereto.
The details of programme for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates and related matters have been uploaded on the
website of the Company at the link http://
www.jindalinfralogistics.com/policypdf/Familiarization-
Programme-of-Independent-Directors.pdf.
22. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirement set out by SEBI. The report
on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, forms an integral part of this Report. The requisite
certificate from the Auditors of the company confirming compliance with the conditions of
Corporate Governance is attached to this report on Corporate Governance.
23. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on an arm's length basis.
During the Financial Year, the Company had entered into material
contract / arrangement / transaction with subsidiary of the Company. The Policy on
materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company's website at the
link:http://www.jindalinfralogistics.com/ policypdf/POLICY%20ON%20RELATED%20PARTY%20
TRANSACTIONS.pdf.
The details of the transactions with related parties are provided in
the notes to accompanying standalone financial statements.
24. RISK MANAGEMENT POLICY
The Company's robust risk management framework identifies and evaluates
business risks and opportunities. The Company recognizes that these risks need to be
managed and mitigated to protect its shareholders and other stakeholders interest, to
achieve its business objectives and enable sustainable growth. The risk frame work is
aimed at effectively mitigating the Company's various business and operational risks,
through strategic actions. Risk management is embedded in our critical business
activities, functions and processes. The risks are reviewed for the change in the nature
and extent of the major risks identified since the last assessment. It also provides
control measures for risks and future action plans.
25. AUDITORS & THEIR REPORT
(A) STATUTORY AUDITORS
M/s Lodha & Co, Chartered Accountants, (ICAI Firm Registration No.
301051E), Chartered Accountants, was appointed as Auditor till conclusion of 15th Annual
General Meeting from Annual General Meeting held on 25.09.2017. The consent of M/s Lodha
& Co, Chartered Accountants along with certificate under Section 139 of the Companies
Act, 2013 has been obtained to the effect that their re-appointment, shall be in
accordance with the prescribed conditions and that they are eligible to hold the office of
Auditors of the Company. The board accordingly on recommendation of Audit Committee, place
before you for approval of Re-appointment of M/s Lodha & Co, Chartered Accountants,
for term of five years from conclusion of ensuing AGM till conclusion of 20th
AGM. Auditors' remarks in their report read with the notes to accounts referred to by them
are self-explanatory. There has been no fraud reported by the Statutory Auditors of the
Company.
(B) SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board had appointed M/s Pankaj Kantha & Co., Practicing Company
Secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2021-22.
The Secretarial Audit Report for the Financial Year ended 31st March, 2022 is
annexed herewith marked as Annexure - 3 to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark.
The Company is in compliance with Regulation 24A of the Listing
Regulations. The Company's material subsidiaries undergo Secretarial Audit. Copy of
Secretarial Audit Reports of Material Subsidiaries ie, JITF Urban Infrastructure Services
Limited (JUISL), Jindal Rail Infrastructure Limited (JRIL), JWIL Infra Limited (JWIL) and
Timarpur- Okhla Waste Management Company Limited (TOWMCL) forms part of this report. The
Secretarial Audit Report of these material subsidiaries does not contain any
qualification, reservation, adverse remark or disclaimer.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE
i. Auditors' Report
There have been no fraud, qualification, reservation or adverse remark
reported by the Statutory Auditors of the Company.
ii. Secretarial Auditor's Report
There are no qualification, reservation or adverse remark reported by
the Secretarial Auditors in their report.
26. MAINTENANCE OF COST ACCOUNTS AS PER SECTION 148 (1) OF THE
COMPANIES ACT, 2013 READ WITH RULE COMPANIES (COST RECORD AND AUDIT), 2018.
Your Company doesn't fall under the criteria as specified under Section
148 (1) of the Companies act, 2013 read with Rule Companies (Cost Record and Audit), 2018
for maintenance of Cost accounts. Therefore, the Company is not required to maintain the
cost records in respect of its product/ services.
27. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM
Your company has put in place strong internal control systems in line
with globally accepted practices. The processes adopted by the Company are best in class
and commensurate with the size and nature of operations. All major business activities
have been well defined and mapped into the ERP system and the controls are continuously
reviewed and strengthened as per the business need.
The Company has adopted risk based framework which is intended for
proper mitigation of risks. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis.
The Company has employed experienced professionals to carry out the
internal audits to review the adequacy and compliance to the laid down procedures to
manage key risks.
The Audit Committee of the Board regularly reviews the adequacy &
effectiveness of internal audit environment and implementation of internal audit
recommendations including those relating to strengthening of Company's risk management
policies & systems.
Your Company's philosophy is of zero tolerance towards all applicable
legal non-compliances.
28. DISCLOSURES
MEETINGS OF THE BOARD
During the Financial Year under review, the Board of Directors met Four
(4) times:
Meeting |
Meeting Dates |
Board Meetings |
25.06.2021 |
|
13.08.2021 |
|
12.11.2021 |
|
14.02.2022 |
The composition of Board of Directors during the year ended March 31,
2022 is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 149 of the7 Companies Act, 2013. For
further details, please refer report on Corporate Governance Report attached with this
annual report.
AUDIT COMMITTEE
As on 31.03.2022, the Audit Committee comprises of Directors namely,
Mr. Dhananjaya Pati Tripathi (Chairman), Mr. Girish Sharma, Dr. Raj Kamal Aggarwal and Mr.
Amarendra Kumar Sinha, as other members.
The Chairman of the Committee is an Independent Director; The Members
possess adequate knowledge of Accounts, Audit, and Finance etc. The composition of the
Audit Committee is in conformity with the requirements as per the Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Four Audit Committee Meetings were held during the year. The
particulars of the Meeting held are detailed in the Corporate Governance Report, which
forms part of this Report.
During the Financial Year all the recommendations made by the Audit
Committee were accepted by the Board.
INDEPENDENT DIRECTOR MEETING
During the year under review, the Independent Directors of Company met
once during the year.
For further details, please refer report on Corporate Governance
attached with this annual report.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises of Directors
namely, Mr. Dhananjaya Pati Tripathi (Chairman), Ms. Veni Verma, Dr. Raj Kamal Aggarwal,
as other members.
The Chairman of the Committee is an Independent Director. The
composition of the Nomination & Remuneration Committee is in conformity with the
requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations.
During the Financial Year ended 31st March, 2022, the
committee met 1 (one) time. For further details, please refer report on Corporate
Governance attached with this annual report.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder & Relationship Committee comprises of Directors
namely, Ms. Veni Verma (Chairman), Mr. Dhananjaya Pati Tripathi, Mr. Amarendra Kumar
Sinha, as other members.
The Chairman of the Committee is a Non- executive Director. The
composition of the Stakeholder & Relationship Committee is in conformity with the
requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations.
During the Financial Year under review the Stakeholder Relationship
Committee met One (1) time.
For further details, please refer report on Corporate Governance
attached with this annual report.
29. VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Protected disclosures can be made by a whistle blower through an
e-mail, or a letter to the Compliance Officer or Executive Director or to the Chairman of
the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed
on the Company's website at the link: http://
www.jindalinfralogistics.com/policypdf/POLICY-VIGIL%20 MECHANISM.pdf.
30. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Particulars of loans given, investments made, guarantees given and
securities provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the standalone financial
statement (Please refer to Notes to the standalone financial statement).
31. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.
As your Company is not engaged in any manufacturing activity, the
particulars relating to conservation of energy and technology absorption, as mentioned in
the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is
placed on employing techniques that result in the conservation of energy. There were no
foreign exchange earnings and expenditure of your Company during the Financial Year.
32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The details of employee whose particulars are required to be furnished
under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1), 5 (2) and 5 (3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided at Annexure - 4.
33. PUBLIC DEPOSITS
During the Financial Year ended March 31,2022, the Company has not
accepted any public deposits and no amount on account of principal or interest on public
deposits was outstanding as on 31 st March, 2022.
34. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the Financial Year, there are no significant material orders
passed by the Regulators or Courts or Tribunals impacting the going concern status and
company's operations in future.
Further, during the year under review, no applications were made or no
proceedings were pending as at the end of the year under the Insolvency and Bankruptcy
Code, 2016.
35. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and the Company has complied with provision related to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. No complaint of harassment was received
during the Financial Year.
36. ACKNOWLEDGEMENT
Your Directors express their grateful appreciation to concerned
Departments of Central / State Governments, Financial Institutions & Bankers,
Customers and Vendors for their continued assistance and co-operation. The Directors also
wish to place on record their deep sense of appreciation for the committed services of the
employees at all levels. We are also grateful for the confidence and faith that you have
reposed in the Company as its member.
For and on behalf of the Board of Directors |
|
Place : New Delhi |
Dr. Raj Kamal Aggarwal |
Dated : 10th August 2022 |
Chairman |