To,
The Members of Jyoti Limited
Your Directors present this 79th (SEVENTY NINTH) ANNUAL REPORT and Audited
Accounts for the year ended on 31st March, 2023.
FINANCIAL RESULTS
|
|
|
|
(Rs. in lakhs) |
| Particulars |
2022-23 |
2021-22 |
|
Standalone Consolidated |
Standalone Consolidated |
| Revenue from Operations |
15454.73 |
15454.73 |
12024.34 |
12024.34 |
| Operating EBITDA |
867.94 |
867.94 |
480.06 |
480.06 |
| Add : Other Income |
880.50 |
880.50 |
884.99 |
884.99 |
| Profit/(Loss) before Finance Cost & Depreciation |
1748.44 |
1748.44 |
1365.05 |
1365.05 |
| Less : Finance Cost |
42.32 |
42.32 |
24.73 |
24.73 |
| Less : Depreciation and Amortization |
713.72 |
713.72 |
730.79 |
730.79 |
| Less: Exceptional Item |
654.55 |
654.55 |
(7.57) |
(7.57) |
| Share of Profit/(Loss) of a joint venture |
- |
45.30 |
- |
4.78 |
| Profit/(Loss) before Taxation |
337.85 |
383.15 |
617.12 |
621.90 |
| Less : Tax Expense |
(79.18) |
(79.18) |
470.84 |
470.84 |
| Balance of Profit/(Loss) for the year |
417.03 |
462.33 |
146.28 |
151.06 |
| Other Comprehensive Income/ (Expense) |
22.27 |
22.27 |
35.92 |
35.92 |
| Total Comprehensive Income for the period |
439.30 |
484.60 |
182.20 |
186.98 |
PERFORMANCE
1. Revenue from operations for the year ended on 31st March, 2023 was
Rs.15,455 lakhs as compared to Rs.12,024 lakhs during the corresponding previous year.
2. The Cost of material consumed for the year was Rs.11,175 lakhs (72.31% of Revenue
from Operations) as compared to Rs.8,516 lakhs (70.82% of Revenue from operations) during
the previous year.
3. The Employee benefits expenses increased to Rs.2,092 lakhs in FY 2022-23 compared to
Rs.1,823 lakhs in previous financial year.
4. Other Expenses increased to Rs.1,319 lakhs in FY 2022-23 compared to Rs.1,205 lakhs
in previous year.
5. Overall improvement of operations resulted in increased EBITDA Rs.868 lakhs for
financial year 2022-23 compared to Rs.480 lakhs in previous year 2021-22.
6. The other income for FY 2022-23 was Rs.880 lakhs as compared to Rs.885 lakhs during
the previous year.
7. The Finance cost increased to Rs.42 lakhs in FY 2022-23 compared to Rs.25 lakhs
during the previous year.
8. The profit before exceptional items was at Rs.993 lakhs compared to Rs.609 lakhs
during the previous year.
9. The deferred tax asset was created by Rs.79 lakhs during the year as compared to
Rs.105 lakhs during the previous year.
10. Other Comprehensive Income was Rs.22 lakhs as compared to Rs.36 lakhs during the
previous year. Consequently, the total Comprehensive Income for the year was Rs.439 lakhs
as compared to Rs.182 lakhs during the previous year.
CURRENT OUTLOOK
Your Company has achieved positive EBITDA and Net profit during F.Y. 2022-2023. Your
Company is currently focusing on cash flow, controlling of overheads and ensuring raw
material inflow for production. Your Company expects improved business operations with
margins during current year.
In view of ongoing operations with improved business prospects, continues to execute
orders in hand, increasing and giving additional focus on turnover of spares, retrofit
& service orders which contribute good margin and obtain new orders despite
adversities from private as well as public sector, positive EBITDA, robust cost controls,
your Directors are very positive about the Companys viability and optimistic about its
future.
CONSOLIDATED FINANCIAL STATEMENTS
The Company has a Joint Venture (JV) Company, Jyoti Sohar Switchgear LLC, with Omar
Zawawi Establishment, Sultanate of Oman, wherein your Company holds 49% share.
The Company has prepared Consolidated Financial Statements in accordance with Ind AS 28
- Investments in Associates and Ind AS 111 - Joint Arrangements, issued by the Institute
of Chartered Accountants of India, prescribed under Section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2015. The Audited Consolidated
Financial Statements together with the Independent Auditors Report thereon are annexed
and form part of this Annual Report.
Jyoti Sohar Switchgear LLC is located in Sohar Industrial Estate, Sohar, Sultanate of
Oman and manufactures medium voltage metal-clad switchgear for 12kV system and relay and
control panels.
In consolidation of statements, the Companys share of Profit of Rs.45 lakhs is
included in the Consolidated Financial Statements.
DIVISIONAL PERFORMANCE
A. HEAD OFFICE (H.O.) OPERATIONS
During the year under review, the divisions at H.O. have achieved a sales turnover of
Rs.95 Crores and has registered growth of 40% over the previous financial year. The
Company has been more conservative in executing various orders to ensure better margins
and cash flow.
During the year under review, the Companys Projects Division continued its focus on
completion and closure of various projects. The major projects completed and handed over
by the Company during the year include DGNP - Dry Dock Project, Mumbai, Tedwa Shivani LIS
and Bramhagavan LIS in the state of Maharashtra, NTPC Storm Water Project in Haryana.
The Company has established in-house infrastructure to execute Operation &
Maintenance Jobs. The Company is carrying out Operation & Maintenance of 10 Nos.
Vertical Turbine Pumps each of 4222 HP and 10 Nos. Vertical Turbine Pumps each of 3955 HP
with Motor and other electro-mechanical equipments at Sauni Yojana Lift Irrigation Scheme
in the state of Gujarat and 5 Nos. Metal Volute Pumps each of 12 MW at Tubachi Bableshwar
Lift Irrigation Scheme in the state of Karnataka.
The Company during the year under review took up a very challenging job of repair and
refurbishment of 8 Nos. Vertical Turbine Pumps each of 2200 KW along with Motors and other
electro-mechanical equipments. This 18 years old project was refurbished and
re-commissioned in a record time of four months giving water to Khembavi village in the
State of Karnataka. The Company feels proud of this achievement and its service to the
nation and mankind. The Government of Karnataka and the beneficiaries appreciated the
efforts of the company as not only the company has given water to the farmers in record
time but also could save approx. Rs.45 Crores for the Government of Karnataka.
The Company has increased its focus on industries and during the year under review, the
Company has received more than 50 Nos. Horizontal Split Case Pumps order from Rourkela
Steel Plant, Bhilai Steel Plant and DCM Shriram. The Company continues to have a very
large presence in Lift Irrigation Projects and largely increasing its focus on various
Water Supply Projects.
During the year under review, the company has received prestigious orders for 53 Nos.
large capacity Vertical Turbine Pumps and HT Motors ranging from 225 KW to 3.5 MW for GNSS
- HNSS Project in the state of Andhra Pradesh for Rs.73.6 Crores through PLR Projects.
Similarly the Company has also received orders for 30 Nos. large capacity Vertical Turbine
Pumps with HT Motors ranging from 600 KW to 2.25 MW for Khalwa Micro Irrigation Project in
the state of Madhya Pradesh for Rs.21.25 Crores through M/s. Navyuga Engineering Company
Ltd.
The Company has successfully supplied and erected 12 Nos. Vertical Turbine pumps with
motors of 900 KW for TWAD Board in the State of Tamil Nadu through M/s. Megha Engineering
& Infrastructure Limited. This project was executed in record time. The Company has
also supplied 20 Nos. Vertical Turbine Pumps with Motors for U.P. Jal Nigam through Aroop
Enterprises and with this the present numbers of Jyoti Pumps at U.P. Jal Nigam over the
last 15 months is 247.
The Hydel Division during the year has supplied 8 Nos. Hydro Turbines in the state of
Arunachal Pradesh of rating ranging from 25 KW to 100 KW. The division has also
successfully commissioned 2 Nos. Horizontal Pelton Turbines with Generator each of 1.5 MW
in Sikkim for M/s SPDCL.
The Company has developed in-house capabilities for doing Performance Guarantee Tests
of Hydro Turbines at site and accordingly the Company has successfully completed
Performance Guarantee Test of 5 MW Kaplan Turbine and Generator at Sardar Sarovar Narmada
Nigam Limited in the State of Gujarat.
During the year under review, the Rotating Electric Machines division has manufactured
35 Nos. of H.T. Motors and Generators and have also supplied 31 Nos. of Arnos. The
division has a manufacturing load of 78 Nos. of H.T. Motors ranging from 225 KW to 3500 KW
as on 31st March, 2023.
During the year under review, the company has booked orders for Rs.166 crores and has a
carry forward order book of Rs.207 crores as on 31st March, 2023. The Company
is also well placed in major projects under pipeline and is expecting good amount of
orders in the coming financial year.
B. SWITCHGEAR OPERATIONS
During the year under review, Switchgear Division achieved sales of Rs.5520 Lakhs as
compared to sales of Rs.4700 in the financial year 2021-22. The sales of Switchgear
Division have increased by 17% in current financial year. The VCB production in terms of
quantity is around 1006 Nos. and HT Switchgear Panels Manufactured are 975 Nos. The
Switchgear Division has received total order worth Rs.5450 Lakhs in the financial year
2022-23.
In addition to above, in the financial year 2022-23, the division bagged various 11 kV
VCB panels orders from GETCO worth Rs.1945 Lakhs for total of 346 panels. The single order
of Rs.1945 Lakhs is the highest order value of GETCO in last ten years.
During the year under review, the division has also executed major orders received from
IOCL, Noida for Rs.540 Lakhs, IFFCO Kandla for Rs.200 Lakhs and for other solar projects.
During the year under review, the Division has also executed order worth more than
Rs.875 Lakhs for spares, services and retrofit work in terms of life enhancement of
installed based Jyoti Medium Voltage Switchgear products and utmost satisfaction to
customers.
During the year under review, the R&D team has taken up the re-certification of 40
KA system fault level system panels which is expected to be completed by December, 2023.
This will help the division to get more orders of 40 KA system fault level system panels
requirements.
For Medium Voltage Switchgear Products, the Division has decided to do the
re-certification of various products as a continuous product certification process which
was partly done in last three years and certain tests will also be conducted during
2023-24.
The division is hopeful for better performance in the years to come and confident for
large flow of orders for Medium Voltage Switchgear Products in view of the growing power
sector demand in India.
C. ECS (RELAY) DIVISION
During the period under review, ECS division achieved sales of Rs.306 lacs which is 22%
higher as compared to previous year. ECS Division continued to enjoy receipt of purchase
orders from leading organisations like BHEL, Siemens, ABB, L&T, Pyrotech Electronics,
Honeywell, NTPC, Emerson, Tata Steel, SAIL and many more for their usage of
Electro-Mechanical Relays in Power Sector applications.
The Division also export Relays to Abu Dhabi, Saudi Arabia, Thailand, UK and Nepal. The
Division has bulk quantity orders from BHEL, Pyrotech Electronics and NTPC.
EXPORTS
During the year under review, the Companys exports valued at Rs.5.90 crores. The
Companys major exports are to Sultanate of Oman for Switchgear.
CHANGE IN NATURE OF BUSINESS
During the year under review Company has not changed its nature of Business.
DIVIDEND
In view of the marginal profit made by the Company during the period under review, your
Directors do not recommend any dividend for the financial year 2022-23.
TRANSFER TO RESERVES
During the year under review, the Company has made marginal profit and therefore, Board
proposed not to transfer any amount to the reserve.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the Public during the year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loan covered under the provisions of the Section 186 of the Companies Act,
2013 is given in the notes to Financial Statements forming part of the Annual Report.
The Company has not provided any guarantees or made any investments as prescribed under
Section 186 of the Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by Section 134 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in Annexure A forming
part of this Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per Regulation 27(2) of the SEBI (LODR) Regulations, 2015, Corporate Governance
Report with Auditors Certificate thereon and Management Discussion and Analysis are given
in Annexure B forming part of this Report.
DECLARATIONS FROM INDEPENDENT DIRECTORS
All the Independent Directors have given declaration to the Company stating their
independence pursuant to Section 149 (6) of the Companies Act, 2013 and Declaration under
Regulation 16 (1) (b) and 25(8) & (9) of the SEBI (LODR) Regulations, 2015 and there
has been no change in the circumstances, which may affect their status as Independent
Directors during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Mrs. Tejal Amin retires by rotation and being eligible, seeks re-appointment.
2. Mr. Tushar C. Dayal Resigned as an Independent Director from the Board of the
Company with effect from 7th October, 2022.
All the Directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of Section 164 of the Companies Act, 2013.
There were no changes in Key Managerial Personnel during the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability confirm and state that -
i. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii. The Directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit for Standalone Financial Results and Consolidated Financial Results of the
company for that period;
iii. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors had prepared the annual accounts on a ‘going concern basis;
v. The Directors had laid down Internal Financial Controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
vi. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
BOARD MEETINGS
The Board of Directors met 6 times during the year. The gap between 2 board meeting was
not more than 120 days. The details of the Board Meetings and the attendance of the
Directors are provided in the Corporate Governance Report, which forms part of this
Report.
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which forms part of this Report.
NOMINATION AND REMUNERATIOIN COMMITTEE
The details pertaining to composition of Nomination & Remuneration Committee are
included in the Corporate Governance Report, which forms part of this Report.
SHAREHOLDERS/INVESTORS GRIEVANCES AND STAKEHOLDERS RELATIONSHIP COMMITTEE
The details pertaining to composition of Shareholders/ Investors Grievances and
Stakeholders Relationship Committee are included in the Corporate Governance Report, which
forms part of this Report.
SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE
The Company does not have any subsidiary.
The Company has a Joint Venture Company viz. Jyoti Sohar Switchgear LLC, Sultanate of
Oman and holds 49% of the total shareholding.
Pursuant to provisions of Section 129(3) of the Companies Act, 2013 read with Companies
(Accounts) Rules, 2014, a statement containing salient features of the financial
statements of the Companys Joint venture in Form AOC-1 is attached to the financial
statements of the Company.
WHISTLE BLOWER AND VIGIL MECHANISM
The Company has established a "Whistle Blower and Vigil Mechanism Policy" for
Directors, Employees and Stakeholders to report the genuine concerns. The provisions of
this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013
and also as per the Regulation 22 read with Regulation 4(2)(d) (iv) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015. Policy is available on the website of the Company at the web-link:
http://www.ivoti.com/pdf/whistle blower and vigil mechanism policv.pdf
NOMINATION AND REMUNERATION POLICY
A Nomination and Remuneration Policy has been formulated pursuant to the provisions of
Section 178 and other applicable provisions of the Companies Act, 2013 and Rules thereto
stating therein the Companys policy on appointment and remuneration of Directors and Key
Managerial Personnel.
The said Policy may be referred to at the Companys official website at the web-link:
http:// www.iyoti.com/pdf/nomination and remuneration policy n evaluation criteria.pdf
RISK MANAGEMENT
The Risk Management Policy of the Company may be referred to at the Companys official
website at the web-link: http://www.iyoti.com/pdf/risk management policy.pdf
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks in achieving key objectives of the Company. The Company has developed and
implemented Risk Management Policy of the Company to identify, evaluate business risks and
opportunities. This framework seeks to create transparency, minimize adverse impact on the
business objectives and enhance the Companys competitive advantage.
BOARD EVALUATION
The evaluation framework for assessing the performance of Board including the
individual directors is based on the following key measures:
- Attendance and participation in the Meetings and timely inputs on the minutes of the
meetings
- Adherence to ethical standards & code of conduct of Company and disclosure of non
- independence, as and when it exists and disclosure of interest
- Raising of valid concerns to the Board and constructive contribution to resolution of
issues at meetings
- Interpersonal relations with other directors and management
- Effective deployment of knowledge and expertise
- Providing insight, well articulated perspectives and stimulating discussion
- Objective evaluation of Boards performance, rendering independent, unbiased opinion
- Understanding of the Company and the external environment in which it operates and
contribution to strategic direction
- Safeguarding interest of whistle-blowers under vigil mechanism and safeguard of
confidential information
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment
by the Board of Directors. A Member of the Board does not participate in the discussion of
his / her evaluation.
EVALUATION OF COMMITTEES OF THE BOARD
The performance of the Audit Committee, the Nomination and Remuneration Committee and
the Stakeholders Relationship Committee was evaluated by the Board having regard to
various criteria such as committee composition, committee processes, committee dynamics
etc. The Board was of the unanimous view that all the committees were performing their
functions satisfactorily and according to the mandate prescribed by the Board under the
regulatory requirements including the provisions of the Companies Act, 2013, the Rules
framed there under and the SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013,
Annual Return of the Company for the financial year ended on March 31, 2023, prepared in
accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the
Companies (Management and Administration) Rules, 2014 is placed on the website of the
Company and is accessible at the web link: http://ivoti.com/investor/annual return.aspx
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of business. There are no materially
significant related party transactions entered by the Company with the Promoters,
Directors and Key Managerial Personnel, etc., which may have potential conflict with
interest of the Company at large.
The Policy on Related Party Transactions of the Company is uploaded on the Companys
website at the web-link: http://www.ivoti.com/pdf/policv%20on related party
transactions.pdf
The Audit Committee reviews all related party transactions quarterly.
The particulars of contracts or arrangements with related parties given in "Form
AOC-2" are given in Annexure C forming part of this Report.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s. Ravi Kapoor & Associates, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the financial year 2022-23 in the Board
Meeting held on 30th May, 2022.
The Secretarial Audit Report is appended as Annexure D forming part of this
Report. The Secretarial Audit Report for the financial year under review does not contain
any qualification or adverse remarks.
Ravi Kapoor & Associates, Practicing Company Secretaries, Ahmedabad, has submitted
Secretarial Compliance Report as laid down in SEBI Circular CIR/CFD/CMD1/27/2019 dated 8
February, 2019, and has also confirmed that the Company has complied with all applicable
SEBI Regulations and circulars/ guidelines issued thereunder, for the Financial Year
2022-23.
INTERNAL FINANCIAL CONTROLS
As per provisions of Section 134(5)(e) of the Companies Act, 2013, the Directors have
an overall responsibility for ensuring that the Company has implemented robust
systems/framework of internal financial controls to provide them with reasonable assurance
regarding the adequacy and operating effectiveness of controls with regards to reporting,
operational and compliance risks.
Your Company has adequate financial control system and framework in place to ensure:
1. The orderly and efficient conduct of its business including adherence to Companys
policies;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
Significant observations including recommendations for improvement of the business
processes are reviewed by the Management before reporting to the Audit Committee. Audit
Committee reviews Internal Audit Reports as well as operating plans and status of
implementation of the agreed action plans. This system of internal control facilitates
effective compliance of Section 138 of the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
The Internal Auditor of the Company checks and verifies the internal control and
monitors them in accordance with the policy adopted by the Company. The Board of Directors
regularly review the effectiveness of controls and takes necessary corrective actions
where weaknesses are identified as a result of such reviews. Based on this evaluation,
there is nothing that has come to the attention of the Directors to indicate any material
break down in the functioning of these controls, procedures or systems during the year.
There have been no significant events during the year that have materially affected, or
are reasonably likely to materially affect, our internal financial controls.
INSIDER TRADING - CODE OF CONDUCT
In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the
Company has in place a comprehensive Code of Conduct to Regulate, Monitor and Report
Trading by Insiders, for its Directors and Senior Management Officers. The Code lays down
guidelines, which advises them on procedures to be followed and disclosures to be made,
while dealing with the shares of the Company. The Code clearly specifies, among other
matters, that Directors and Designated Persons of the Company, as defined in the Code, can
trade in the shares of the Company only when the Trading Window is open. The code can be
accessed on Companys website at web-link: http://ivoti.com/pdf/insidertradingcodeno1.pdf
REPORTING UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has always provided a congenial atmosphere for work to all employees that
are free from discrimination and harassment including sexual harassment. It has provided
equal opportunities of employment to all without regard to their caste, religion, colour,
marital status and sex. In compliance with the Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder the
Company has in place a policy on Sexual Harassment at Workplace. The Company has complied
with the provisions relating to the constitution of Internal Complaints Committee under
the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal)
Act, 2013 and the rules made thereunder. During FY 2022-23, the Company conducted
awareness programmes in respect of Sexual harassment at work place. No case was reported
relating to Sexual Harassment during the FY 2022-23.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 (Act) read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there is no employee drawing remuneration in excess of the limits
set out in the said Rules and other details as required under Section 197(12) of the Act,
read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given in Annexure E forming part of this Report.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016
During the year under review, GMW Private Limited had filed an application under
Section 9 of Insolvency and Bankruptcy Code, 2016 against the Company for initiation of
Corporate Insolvency Resolution Process before National Company Law Tribunal (NCLT)
Ahmedabad, which was admitted on 11th October, 2022. The matter was amicably
settled by both the parties and the application was withdrawn by the Insolvency Resolution
Professional and accordingly the matter was disposed of by NCLT Ahmedabad vide order dated
19th October, 2022.
There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
AUDITORS
Pursuant to provision of Section 139 of the Companies Act read with the Companies
(Audit & Auditors) Rules, 2014, M/s. Amin Parikh & Co., Chartered Accountants,
Vadodara (holding Registration No. 100332W) were re-appointed as Statutory Auditors of the
Company at the Annual General Meeting held on 22nd September, 2022 to hold
office for term of 5 years i.e. from the conclusion of 78th Annual General
Meeting until the conclusion of 83rd Annual General Meeting.
The Auditors report for the year under review does not contain any Qualification or
Adverse remark.
COST AUDITORS
Based on the recommendation of the Audit Committee and subject to the ratification of
the remuneration of the Cost Auditors by the Members of the Company, the Board of
Directors of your Company has appointed the following Cost Auditors for conducting the
audit of cost records of the Company for various products for the financial year 2023-24:
(i) M/s. R. K. Patel & Co., Cost Accountants - For Motors and Pumps
(ii) M/s. Y. S. Thakar & Co., Cost Accountants - For Engineering Products such as
Generator, Turbine and Relay
Your Company has maintained the cost accounts and records in accordance with Section
148 of the Companies Act, 2013 and rules made thereunder.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, if any, affecting the financial
position of the Company, which have occurred between the end of the Financial Year of the
Company to which the financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS / DEVELOPMENTS
GMW Private Limited had filed an application under Section 9 of Insolvency and
Bankruptcy Code, 2016 against the Company for initiation of Corporate Insolvency
Resolution Process before National Company Law Tribunal (NCLT) Ahmedabad, which was
admitted on 11th October, 2022. The matter was amicably settled by both the
parties and the application was withdrawn by the Insolvency Resolution Professional and
accordingly the matter was disposed of by NCLT Ahmedabad vide order dated 19th
October, 2022.
The Company has allotted 5963636 equity shares to Rare Asset Reconstruction Limited on
02.05.2018 pursuant to Section 9 (1)(g) of Securitisation and Reconstruction of Financial
Assets and Enforcement of Security Interest Act, 2002 and accordingly filed listing
application to BSE Limited, but the Listing application filed for 5963636 equity shares by
the Company to BSE Limited is rejected.
Against the same, Company had filed an appeal in Securities Appellate Tribunal (SAT).
The Companys appeal against the order of Stock Exchange has also been rejected by
Securities Appellate Tribunal (SAT). Against the order of SAT, the Company has filed
appeal with Supreme Court of India which is still pending.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility Provisions are applicable to every Company having
networth of Rupees Five Hundred Crores or more or Turnover of Rupees one thousand crores
or more or a Net Profit of Rupees Five Crores or more. As the said CSR provisions are not
applicable to Company, therefore Company has not developed and implemented any Corporate
Social Responsibility initiatives.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
No frauds have been noticed or reported during the year under audit report which are
reportable to the Central Government.
COMPLIANCE OF SECRETARIAL STANDARDS
As per requirement of provisions of Section 118(10), the Company has complied with the
Secretarial Standards applicable to the Company.
ACKNOWLEDGEMENT
The Board of Directors take this opportunity to thank the Companys customers, members,
suppliers, bankers, Rare Asset Reconstruction Limited, Associates, Central and State
Governments and employees at all levels for their support and co-operation extended to the
Company during the year.
On Behalf of the Board of Directors
Rahul N. Amin
Chairman & Managing Director
(DIN:00167987)
Place: Vadodara
Date : 10th August, 2023.
+91-9892691696
