- Based on the recommendation of the Nomination and Remuneration Committee and approval of
the Board of Directors of the Company at its meeting held on 13th August, 2022 and
pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions
of the Companies Act, 2013 and rules made thereunder (including any statutory
modification(s) or re-enactment thereof for the time being in force) read with Schedule
– V of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the members of the Company at the 23rd
Annual General Meeting held on 27th September, 2022 has approved the
- Appointment of Shri Rajiv Jajodia (DIN 00045192) as Whole-time Director of the Company
for a period of 3 (three) years w.e.f 1st day of September, 2022 to 31st August, 2025 at a
remuneration of Rs. 7,00,000 per month and upon the terms and conditions of the
appointment as set out in the agreement of the appointment, as approved by the Board of
Directors of the Company and the Nomination & Remuneration Committee.
- Appointment of Shri Gaurav Jajodia (DIN 00028560) as Whole-time Director of the Company
for a period of 3 (three) years w.e.f 1st day of September, 2022 to 31st August, 2025 at a
remuneration of Rs. 7,00,000 per month and upon the terms and conditions of the
appointment as set out in the agreement of the appointment, as approved by the Board of
Directors of the Company and the Nomination & Remuneration Committee.
Further Shri Bimal Kumar Choudhary, Executive Director of the Company
has attained the age of 70 years during the year under review. Therefore, on
recommendation of the Nomination & Remuneration Committee, the Board of Directors of
the Company at its meeting held on 24th February, 2023 has proposed the continuation of
Shri Bimal Kumar Choudhary as the Executive Director of the Company subject to the consent
of the members by way of special resolution, as required for continuation of holding of
existing office by Shri Bimal Kumar Choudhary after attaining the age of 70 years during
the current tenure under the provisions of
Section 196 (3) (a) read with Schedule V of the Companies Act, 2013.
Subsequently the members has approved the same by passing a special resolution through
Postal Ballot on 5th April, 2023.
None of the directors are disqualified for being appointed as
Directors, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the
Companies (Appointment and Qualification of Directors) Rules, 2014.
In terms of the Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, all independent directors of the Company have registered with
IICA (Manesar) as an Independent Director for a period of five years/for life- time to
continue to hold the office as an Independent Director in any company.
During the year under review, there has been no other change in the Key
Managerial Personnel of the Company.
- Remuneration of Directors
The Board of Directors of the Company, on the recommendation of
Nomination and Remuneration Committee and Audit Committee has approved:-
- the payment of Rs. 8,50,000/- per month to Mr. Aditya Jajodia as remuneration with
effect from 1st April, 2022 for his remaining tenure from 1st April, 2022 to 21st July,
2022. Thereafter the members of the Company at the 23rd Annual General Meeting held on
27th September, 2022 has approved the re-appointment of Mr. Aditya Jajodia (DIN:00045114)
as the Managing Director of the Company for a further period of 5 (five) years commencing
from 22nd day of July, 2022 to 21st July, 2027 at a remuneration of Rs. 8,50,000 per
month.
- the payment of Rs. 7,00,000/- per month to Mr. Sanjiv Jajodia as remuneration with
effect from 1st April, 2022 for the remaining tenure of his current appointment i.e from
1st April, 2022 to 29th June, 2023. The members of the Company at the 23rd Annual General
Meeting held on 27th September, 2022 has approved the re-appointment of Shri Sanjiv
Jajodia (DIN 00036339) as Whole-time Director of the Company for a further period of 3
(three) years
w.e.f 30th day of June, 2023 till 29th June, 2026 at a remuneration of
Rs. 7,00,000 per month.
- the payment of Rs. 7,00,000/- per month as remuneration to Mr. Rajiv Jajodia, who was
appointed as the Whole-time Director of the Company with effect from 1st September, 2022.
- the payment of Rs. 7,00,000/- per month as remuneration to Mr. Gaurav Jajodia, who was
appointed as the Whole-time Director of the Company with effect from 1st September, 2022.
Details pertaining to their remuneration have been provided in the copy
of Annual Return available
Jai Balaji Industries Limited
Annual Report 2022-23
Directors' Report (Contd.)
on the website of the Company under the web
link:https://www.jaibalajigroup.com/annual-return/
- Statement of declaration given by Independent directors
Pursuant to the provisions of Section 149 of the Act, all the
Independent Directors have furnished the requisite declarations under Section 149(7) that
each of them 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
Regulations. There has been no change in the circumstances affecting their status as
independent directors of the Company.
- Separate Meeting of Independent Directors of the
Company
Details of Separate meeting of Independent Directors held in terms
of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations
are given in Corporate Governance Report.
- Familiarization programme for Independent Directors
In terms of Regulation 25 of the Listing Regulations, the Company
is required to conduct various programmes for the Independent Directors of the Company to
familiarize them with their roles, rights, responsibilities in the Company, nature of
Industry in which the Company operates, business model of the Company etc.
The details of such familiarisation programmes are available at the
website of the Company at https://jaibalajigroup.com/familiarization-programmes-
imparted-to-independent-directors/
COMMITTEES OF THE BOARD
The Company has various Board level committees in accordance
with the requirement of Companies Act, 2013. The Board has the following committees as
under:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders' Relationship Committee
- Management (Finance) Committee
- Corporate Social Responsibility Committee
- Internal Complaints Committee
- Risk Management Committee
All the recommendations made by the above mentioned Committees are
taken into consideration and are approved by the Board as and when required.
MEETINGS OF THE BOARD HELD DURING THE YEAR
The Board meets at regular intervals to discuss and decide on
business policy and strategy apart from other Board Business. During the year under
review, 12 (Twelve) meetings were convened and held on 21st April, 2022; 27th May, 2022;
22nd July, 2022; 13th August, 2022; 27th August, 2022;
17th October, 2022; 14th November, 2022; 21st November, 2022; 15th
December, 2022; 20th January, 2023; 13th February, 2023 and 24th February, 2023 the
details of which are given in the Corporate Governance Report. The intervening gap between
the meetings was well within the period prescribed under the Companies Act, 2013 as well
as Listing Regulations.
A detailed report on the Board, its Committees, its composition,
detailed charter including terms of reference, number of Board and Committee meetings held
and attendance of the directors at each meeting is provided in the report on the Corporate
Governance, which forms part of this report. Further, composition of the various
committees of the Board is also hosted on the website of the company viz
www.jaibalajigroup.com
BOARD EVALUATION
The Board carried out an annual performance evaluation of its
own performance, the performance of the Independent Directors individually as well as the
evaluation of the working of the committees of the Board. The performance evaluation of
all the directors was carried out by the Nomination and Remuneration Committee. The
performance evaluation of the Chairman and the Non-Independent Directors was carried out
by the Independent Directors. Details of the same are given in the Report on Corporate
Governance annexed hereto.
SECRETARIAL STANDARD
The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and (5) of the Act, the Board
of Directors, to the best of their knowledge and ability, state and confirm that:-
- In the preparation of annual accounts for the financial year ended 31st March, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
- We 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 on 31st March, 2023 and of the profit of the
Company for the year ended on that date;
- We 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;
- The annual accounts for the financial year ended 31st March, 2023, have been prepared on
a going concern basis;
24
Directors' Report (Contd.)
- Internal financial controls to be followed by the Company were laid down and that such
internal financial controls were adequate and were operating effectively;
- Proper systems were devised to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
NOMINATION AND REMUNERATION POLICY
The Board of Directors have adopted and approved a Nomination
and Remuneration policy which includes the terms and conditions for appointment and
payment of remuneration to the Directors and Key Managerial Personnel (KMP) and other
senior management personnel including criteria for determining qualifications, positive
attributes, independence of a director as per Schedule IV of the Companies Act, 2013. The
said policy has been made available on the website of the Company
"www.jaibalajigroup.com" under the weblink https://jaibalajigroup.com/wp-
content/uploads/2021/02/nomination-remuneration- policy.pdf . The same is attached as "Annexure
– B" and forms integral part of this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In accordance with the requirements of Section 135 of Companies
Act, 2013 and rules made there under, your Company has a Corporate Social Responsibility
Committee. The terms of reference of the Corporate Social Responsibility Committee is
provided in the Corporate Governance Report. The Corporate Social Responsibility Policy
(CSR Policy) formulated under recommendation of Corporate Social Responsibility Committee
is available under the web link https://jaibalajigroup.com/wp-
content/uploads/2021/02/corporate-social-responsibility- policy.pdf.
Further, as per the requirement of Section 135 of the Companies Act,
2013, the companies specified therein are required to spend at least two percent of the
average net profits made during the three immediately preceding financial years towards
CSR activities.
The said requirement of spending at least two percent of the average
net profits made during the three immediately preceding financial years towards CSR
activities becomes applicable to your Company for the financial year 2022-2023. The brief
outline of the Corporate Social Responsibility(CSR) activities of the Company as adopted
by the Board and the initiatives undertaken on CSR activities during the year are set out
in ‘‘Annexure - C'' of this Report in the format prescribed in
the Companies(Corporate Social Responsibility) Rules, 2014. Other details regarding the
CSR Committee, are given in the Report on Corporate Governance annexed hereto.
However, CSR and Sustainable Development has always been one of the
leading priorities of the Company and the Company continues to undertake a wide range of
CSR
activities to contribute towards welfare and betterment of the society.
The Company has always strived and endeavoured towards spending of CSR both in letter and
spirit in the past years even when the provisions were not applicable on your company in
view of losses.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a formal
mechanism to the Directors and employees to report their concern about unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct or
ethics policy and also report instances of leak of unpublished price sensitive
information. The policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. Your company hereby affirms that no Director/employee has been
denied access to the Chairman of the Audit Committee.
The details of the Whistle Blower Policy is available on your
Company's website viz., "www.jaibalajigroup.com" under the weblink
https://jaibalajigroup.com/wp- content/uploads/2021/02/whistle-blower-policy.pdf.
PARTICULA RS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES
All contracts, arrangements and transaction entered into by the
Company with related parties during the financial year 2022-2023 were in the ordinary
course of business and on an arm's length basis. During the year, the company did not
enter into any transaction, contract or arrangement with related parties that could be
considered material in accordance with the Company's policy on dealing with related
party transactions. Accordingly, the disclosure in Form AOC-2 in terms of Section 134 of
the Companies Act, 2013 is not applicable. There have been no materially significant
Related Party Transactions entered into by the Company during the year under review. All
related party transactions are mentioned in Note No.43 of the Notes to Financial
Statements. There are no other transactions of the Company apart from those mentioned
above in Note no. 43 with any person or entity belonging to the promoter/promoter group
which hold(s) 10% or more shareholding in the Company.
Prior omnibus approval is obtained for RPTs which are of a repetitive
nature and entered in the ordinary course of business and are at arm's length. All RPTs
are placed before the Audit Committee and the Board for review and approval on a quarterly
basis.
The Company has formulated a policy on related party transactions for
purpose of identification and monitoring of such transactions. The policy intends to
ensure that proper reporting, approval and disclosure processes are in place for all
transactions between the Company and related parties. During the year under review, the
Policy has been amended
Directors' Report (Contd.)
to incorporate the regulatory amendments in the SEBI Listing
Regulations. The updated Policy can be accessed on the Company's website at
https://jaibalajigroup.com/wp- content/uploads/2022/05/Related_Party_Policy.pdf
RISK MANAGEMENT
The Company has formulated a Risk Management Policy. The said
policy is reviewed by the Audit Committee and the Board of Directors on regular basis. The
Risk Management Committee of the Board has been constituted to enhance the focus on risk
identification and mitigation and to comply with the statutory provisions.
The policy contains a detailed framework of risk assessment by
evaluating the probable threats taking into consideration the business line of the
Company, monitoring the risks so assessed and managing them well within time so as to
avoid hindrance in its growth objectives that might in any way threaten the existence of
your Company. The details of the same are covered in the Corporate Governance Report
forming part of this report.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY
As per Section 134(5)(e) of the Companies Act, 2013, the Directors
have an overall responsibility for ensuring that the Company has implemented a robust
system and framework of internal financial controls.
JBIL has laid down an adequate system of internal controls, policies
and procedures for ensuring orderly and efficient conduct of the business, including
adherence to the company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures. The internal financial controls are
adequate and operating effectively. Effectiveness of internal financial controls is
ensured through management reviews, controlled self- assessment and independent testing by
the internal Audit Team.
The members of the Audit Committee of your Company are well versed with
the financial management. Pursuant to the provisions of Section 138 of the Act read with
Rule 13 of ‘The Companies (Accounts) Rules 2014', your Company has appointed M/s
Agrawal Tondon & Co., Chartered Accountants, of Room No - 7, 1st Floor, 59, Bentinck
Street, Kolkata - 700 069, as the Internal Auditor of the Company who also evaluates the
functioning and quality of internal controls and reports its adequacy and effectiveness
through periodic reporting.
The Internal Auditor submits detailed reports periodically to the
management and the Audit Committee. The Audit Committee actively reviews the adequacy and
effectiveness of the internal audit functions of your Company and monitors the
implementation of the same. The Committee also calls for comments of the internal auditors
about the Company's
internal controls, scope of audit as and when required which gives them
an additional insight on the assessment of such controls. Such adequate internal control
system helps in identification of potential operation processes.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
Regulation 34(2) of the Listing Regulations, inter alia,
provides that the annual reports of the top 1000 listed entities based on market
capitalisation (calculated as on March 31st of every financial year), shall include a
Business Responsibility Sustainability Report (BRSR). As on 31st March, 2022, the Company
is not amongst the top 1000 listed entities based on market capitalization at NSE and BSE.
Therefore, the requirement of submitting a Business Responsibility
Sustainability Reporting is not applicable to your Company for the financial year 2022-23.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
M/s S. K. Agrawal & Co. Chartered Accountants LLP would be
completing his tenure as Statutory Auditors of the Company on the conclusion of ensuing
Annual General Meeting (24th AGM). Pursuant to the applicable provisions of the Act, on
the recommendation of the Audit Committee of the Board, it is proposed to appoint M/s Das
& Prasad, Chartered Accountants of 4, Chowringee Lane, Block No.3, 8th Floor, Suit No.
8F, Kolkata – 700016 having FRN: 303054e as the Statutory Auditors of the Company to
hold office from the conclusion of the 24th AGM until the conclusion of the 29th AGM. The
Company has received a letter from M/s Das & Prasad, Chartered Accountants confirming
that they are eligible for appointment as Statutory Auditors of the Company under Section
139 of the Act and meet the criteria for appointment specified in Section 141 of the Act.
Necessary resolution for the appointment of M/s Das & Prasad,
Chartered Accountants as the Statutory Auditors is included in the Notice of the ensuing
AGM.
The reports given by the Auditors, M/s. S. K. Agrawal & Co.
Chartered Accountants LLP, Chartered Accountants with an unmodified opinion on the audited
standalone and consolidated financial statements of the Company for the year ended 31st
March, 2023 forms a part of this Annual Report.
The Auditors in their report have stated two points in the para
relating to "Emphasis of matter" of the Independent Auditors Report with respect
to:-
- the outstanding balances of trade receivables, trade payables and loans and advances
which are subject to confirmation and subsequent adjustments, if any.
- the settlement and restructuring of various credit facilities and gain on such
settlement and restructuring for Rs. 1,93,510.90 lacs that has been transferred to
Directors' Report (Contd.)
Capital Reserve for the year ended 31st March, 2023.
The response of your directors on them is as follows:-
- With respect to point 1 of the para Emphasis of Matter, the clarification/details of the
same is provided in Note No. 54 of the financial statement.
- With respect to point 2 of the para Emphasis of Matter, the clarification/details of the
same is provided in Note No. 58 of the financial statement.
During the year under review, the Auditors had not reported any fraud
under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be
disclosed under 134(3)(ca) of the Act.
COST AUDITORS
Pursuant to Section 148(2) of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record
maintained by the Company is required to be audited. M/s. Mondal & Associates, Cost
Accountants, has been the Cost Auditor of the Company for the F.Y. 2022-23. The Board of
Directors, on the recommendation of the Audit Committee, re-appointed M/s. Mondal &
Associates, Cost Accountants, Kolkata for conducting the cost audit of the Company for
Financial Year 2023-2024 at their meeting held on 14th August, 2023.
As required under the Companies Act, 2013, the remuneration payable to
the Cost Auditors for the financial year 2023-24 is required to be ratified by the members
of the Company. Accordingly, resolution seeking members ratification for remuneration to
be paid to Cost Auditors is included in the Notice convening Annual General Meeting.
Your Company has filed the Cost Audit Report for the financial year
2021-22 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode
during the year under review.
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 company appointed M/s MKB & Associates, Practising Company
Secretary, to undertake the Secretarial Audit of the Company for the financial year
2022-2023. The Secretarial Audit Report for the financial year ending 31st March, 2023
forms part of the Board's Report as ‘‘Annexure-D".
The Secretarial Auditors' Report to the shareholders for the year
under review does not contain any qualification, reservation, adverse remark or
disclaimer.
The Company has also undertaken an audit for the FY 2022- 23 pursuant
to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable
compliances as per the Securities and Exchange Board of India Regulations and
Circular/ Guidelines issued thereunder. The Report (Annual Secretarial
Compliance Report) has been duly submitted to the Stock Exchanges for the financial year
ended March 31, 2023.
COPY OF ANNUAL RETURN
A copy of the Annual Return of the Company pursuant to Section
92(3) and 134(3)(a) of the Companies Act, 2013 has been placed on the website of the
Company under the web link:https://www.jaibalajigroup.com/annual-return/
DECLARATION ON FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT
AND UTILISATION OF SUCH FUNDS DURING THE YEAR UNDER REVIEW
The Board at its meeting held on 21st April, 2022 has
considered and approved the issue and allotment of upto 5,00,00,000 convertible Warrants
at a price of Rs.52/- each. The object of the issue was to utilize the proceeds to meet
the funding requirements for the growth in business of the Company, working capital
requirements, repayment of debt and/or for general corporate purpose. Thereafter pursuant
to approval of the members vide Extra-Ordinary General Meeting held on 18th May, 2022 the
Board at its meeting held on 27th May, 2022 has alloted 5,00,00,000 warrants on
preferential basis convertible into one fully paid equity share of face value of Rs. 10/-
each at a premium of Rs. 42/- per equity share for each warrant, in one or more tranches,
within a period of 18 months from the date of allotment of the warrants, in accordance
with the SEBI (ICDR) Regulations.
The Company has realized 25% upfront money amounting to Rs.
65,00,00,000/- on or before the allotment of convertible warrants i.e 27th May, 2022.
Thereafter, on conversion of 3,50,00,000 warrants out of the total 5,00,00,000 warrants
into Equity Shares, the Company has also realized the balance 75% allotment monies
amounting to Rs. 1,36,50,00,000/- from the respective allottees during the year under
review.
The proceeds realized from the afore-said issue and conversion were
utilized and channelized towards the objects and purpose as stated in the Letter of offer
of the Preferential issue and there was no deviation in the utilization of funds during
the year under review.
Further the Board at its meeting held on 15th December, 2022 has again
considered and approved the issue and allotment of upto 2,20,00,000 convertible warrants
at a price of Rs. 45/- each which was subsequently approved by the members of the Company
at an Extra-Ordinary General Meeting held on 11th January, 2023. The object of the issue
was repayment of debt and for general corporate purpose. Pursuant to the approval of the
members the Board at its meeting held on 20th January, 2023 has allotted 2,20,00,000
warrants on preferential basis convertible into one fully paid equity share of face value
of Rs. 10/- each at a premium of Rs. 35/- per equity share for each warrant, in one or
more tranches, within a period of 18 months from the date of allotment of the warrants, in
accordance with the SEBI (ICDR) Regulations.
Directors' Report (Contd.)
Also the Company has realized 25% upfront money amounting to
Rs. 24,75,00,000/- on or before the allotment of convertible warrants i.e 20th January,
2023 which was utilized for the objects as specified in the Letter of Offer of the issue
and there was no deviation as such during the year under review.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Particulars of Loans, Guarantees and Investments as on the
financial year ended 31st March, 2023 as covered under the provisions of Section 186 of
the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules,
2014 are given in Note No. 6, 14, and 43 of the notes to Financial Statements provided in
the Annual Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY
No significant or material orders have been passed by any
regulators or Courts or Tribunals impacting the going concern of the Company and its
future operations.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to provisions of the Companies Act, 2013, the declared
dividends, which are unpaid or unclaimed for a period of seven years, shall be transferred
by the Company to the Investor Education and Protection Fund (IEPF) established by the
Central Government.
Accordingly, the unpaid or unclaimed dividend remaining unpaid or
unclaimed for a period of seven years from the date they became due for payment, have been
transferred to the IEPF established by the Central Government and no balance of such
amount is lying with the Company as on date.
Pursuant to section 124(6) of the Companies Act, 2013 read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended, all shares in respect of which dividend has not been paid or
claimed for seven consecutive years or more, shall be transferred by the Company to IEPF.
Accordingly all such shares have been transferred by the Company to IEPF and no such
shares are underlying with the Company as on date. Any person whose unclaimed or unpaid
amount, along with shares, if any, has been transferred by the Company to IEPF Authority
may claim their refunds from the IEPF Authority by accessing the following link:
http://www.iepf.gov.in/IEPF/refund.html.
CORPORATE GOVERNANCE
Maintaining high standards of Corporate Governance has been
fundamental to the business of your Company since its
inception. The Company constantly endeavors to follow the corporate
governance guidelines and best practices sincerely and disclose the same transparently.
The Board is conscious of its inherent responsibility to disclose timely and accurate
information on the Company's operations, performance, material corporate events as
well as on the leadership and governance matters relating to the Company. The Company has
complied with the requirements of the Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance.
A report on the Corporate Governance practices and the Auditors' Certificate on
compliance of mandatory requirements thereof are given as an annexure to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed report on the Management Discussion & Analysis
is provided as a separate section in the Annual Report.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The relevant information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given
in ‘‘Annexure - E" forming part of this Annual Report.
PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as
required under section 197(12) read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as
‘‘Annexure - F".
The statement containing names of employees in terms of remuneration
drawn and their other details as required to be furnished under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided
in a separate annexure forming part of this report. Further, the report and the accounts
are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of
the Act, the said annexure is open for inspection at the Registered Office of the Company.
Any Member interested in obtaining a copy of the same may write to the Company Secretary.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTE E I N
ACCORDANC E WIT H THE PROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT
AND POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
An Internal Complaints Committee (ICC) has been constituted in
accordance with the provisions of the Prevention of Sexual
Directors' Report (Contd.)
Harassment Act to redress complaints received regarding sexual
harassment and all the provisions regarding the constitution are complied with.
The Company has a zero tolerance towards sexual harassment at the
workplace and has adopted a Policy on "Prevention of Sexual Harassment of Women at
Workplace" and matters connected therewith or incidental thereto covering all the
aspects as contained under "The Sexual Harassment of Women at Workplace (Prohibition,
Prevention and Redressal) Act, 2013".
The role of ICC is not restricted to mere redressal of complaints but
also encompasses prevention and prohibition of sexual harassment.
During the year under review, the Company has organized an Awareness/
Orientation Programme for its female employees on 13th February, 2023, to create awareness
among them regarding their fundamental rights and give insight of the law relating to
Prevention of Sexual Harassment of woman at work place. The Company have not received any
Complaints pertaining to Sexual Harassment.
POLICY ON PREVENTION OF INSIDER TRADING
Your Company has adopted a Code for Prevention of Insider
Trading with a view to regulate trading in equity shares of the Company by the Directors
and designated employees of the Company. The said Code of Conduct is available on the
website of the Company at https://jaibalajigroup.com/wp-
content/uploads/2021/02/policy-for-insider-trading.pdf. The Code requires preclearance for
dealing in Company's shares and prohibits the purchase or sale of shares in your
company by the Directors and designated employees, while they are in possession of
unpublished price sensitive
LISTING
The equity shares of your Company are listed on the National Stock
Exchange of India Limited (NSE) and the BSE Limited (BSE).
Both NSE and BSE have nationwide trading terminals which enable the
shareholders/investors to trade in the shares of your Company from any part of the country
without any difficulty.
ACKNOWLEDGEMENT
Your Company continues its relentless focus on strengthening
competition in all its businesses. It is the endeavour of your Company to deploy resources
in a balanced manner so as to secure the interest of shareholders in the best possible
manner in short, medium and long terms.
Your Directors take this opportunity to appreciate their suppliers,
vendors, investors, financial institutions/banks, Central Government, State Government,
all regulatory and government authorities and all other business associates for their
continued support and co-operation extended by them to the Company.
Your Directors also wish to place on record their appreciation to all
the employees at all levels for their commendable team- work, professionalism and
enthusiastic contribution towards the working of the Company.
On behalf of the Board of Directors
Sd/- Aditya Jajodia
information and also during the period when the Trading Window remains
closed.