cmi fpe ltd Directors report

Dear Members,

Your Directors are pleased to present the Thirty Seventh Annual Report of John Cockerill India Limited ("the Company") on the business and operations of the Company, together with the audited financial statements for the year ended March 31, 2023.

FINANCIAL PERFORMANCE

( in lakhs)

Particulars	Financial Year 2022-2023	Financial Year 2021-2022
Total Income	50,031.31	38,923.61
Profit before depreciationandamortisationexpense,finance costs and tax expense	2,325.63	1,593.91
Less :
Depreciation and amortisation expense	514.75	466.17
Finance costs	193.16	684.82
Profit / (Loss) before Tax	1,617.72	442.92
Less : Tax expense :
Current tax	59.00	(7.75)
Deferred tax	270.18	(13.35)
Profit / (Loss) for the year	1,288.54	464.02
Other comprehensive income for the year, net of tax	15.81	39.68
Total comprehensive income for the year	1,304.35	503.70

HIGHLIGHTS OF THE FINANCIAL PERFORMANCE AND STATE OF COMPANYS AFFAIRS

Financial and Operational Performance

Multiple factors, such as COVID-19 pandemic, Ukraine war and resulting food and energy crisis, surging inflation, debt tightening, as well as the climate emergency, battered the world economy in 2022. Amid high inflation, aggressive monetary tightening and heightened uncertainties, these events slowed the pace of economic recovery from the COVID-19 crisis, threatening several countries with fears of recession in 2023.

Growth momentum significantly weakened in the United States, European Union and other developed economies in 2022, adversely impacting the rest of the global economy through a number of channels.

Tightening global financial conditions coupled with a strong dollar exacerbated fiscal and debt vulnerabilities in developing countries Over 85 per cent of central banks worldwide tightened monetary policy and raised interest rates in quick succession since late 2021, to tame inflationary pressures and avoid a recession.

In spite of such unfavourable conditions, your Company has delivered reasonably good performance during the year :

Starting the year with a healthy order backlog, your Company could focus on execution and significantly ramped up its capacity utilisation which was a major challenge in the last 2 years.

The revenue from operations grew 26% from 382.78 crores in

483.70 crores in financial year 2022-23.

Operating profit (PBDIT) has increased 35% from 15.93 crores in fin 2022-23. 23.26crores

The Company received new orders worth 359 crores during the year.

Global Outlook

The world economic outlook for 2023 is cautiously optimistic but remains uncertain due to various ongoing challenges that continue to impact the global economy. The International Monetary Fund (IMF) predicts that the global economy will grow by 4.9% in 2023, up from an estimated growth of 4.4% in 2022. However, this projection is subject to numerous risks that could derail the recovery. The gross domestic product (GDP) growth rate is expected to continue its upward trajectory, with advanced economies projected to grow by 4.2% and emerging market and developing economies by 5.2%. Inflation is another key indicator to watch in 2023. While central banks worldwide have kept interest rates low to support the economic recovery, inflation has spiked in many countries due to supply chain disruptions and rising energy and commodity prices. The IMF predicts that inflation will remain elevated in advanced economies at 2.4% in 2023 but could rise to 4.4% in emerging

. market and developing economies, which could undermine growth.

Rising interest rates and the war in Ukraine continue to weigh on economic activity. Chinas recent reopening has paved the way for a faster-than-expected recovery. Global real GDP is forecasted to grow by 2.2 % in 2023, down from 3.3 % in 2022. Most of the weakness could be concentrated in Europe and Latin America. However, Asian economies are expected to drive most of global growth in 2023, as they benefit from ongoing reopening dynamics and less intense inflationary pressures compared to other regions.

India Outlook year 2021-22 to

Indias economy is recovering from the pandemic, supported by infrastructure investment and the resilience of the agriculture sector. The governments National Infrastructure Pipeline aims to boost economic growth and job creation. While unemployment rates remain an area of concern, the overall economic business climate remains positive.

In contrast to the global outlook, there are opportunities for the world to invest in emerging market like India given the need for both physical and digital infrastructure to support its sizable and young labour force. Keys to ensuring growth over the longer term include developing new lines of business; strengthening corporate governance; embracing digital transformation and automation; recruiting talent with new skills that are not currently tapped. Indias growth continues to be resilient despite some signs of moderation. The governments focus on reforms and investment in infrastructure is expected to drive economic growth, with the IMF projecting GDP growth of 6.9% in 2023. However, the growth is expected to be constrained by slower consumption growth and challenging external conditions. Rising borrowing costs and slower income growth will weigh on private consumption growth, and government consumption is projected to grow at a slower pace due to the withdrawal of pandemic-related fiscal support measures.

The steel sector in India continues to be fast growing, in-demand and robust sector. While the pandemic and global export / import circumstances did cause the sector to slow down for a while, recent development is bringing the sector back to its glory. Today, the Indian steel industry ranks second in global production. The rising demand for affordable housing, infrastructure development and construction projects, has led to a pan-India need for steel. Increased focus on urban development, logistics parks and industrial corridors are all adding to the improved demand for finished steel and steel as a raw material. The Ministry of Steel signed 57 MoUs with 27 companies for specialty steel under the PLI scheme (Production Linked Incentive). Under the scheme, the Government has approved a sum of 6,322 crores for steel sector growth. Apart from creating new jobs and contributing to making India the third largest economy globally (by 2030-31), the scheme aims to create an additional capacity of 25 MT of specialty steel in the next five years. Further, initiatives like Green Steel and Hydrogen Mission would open up new investments in the sector. In line with these positive factors during the year, your Company won new orders worth 359 crores and added a new customer to its portfolio. As on March 31, 2023, the order backlog is in excess of 1,000 crores. The Company is in discussions with various customers for further new opportunities.

Business Development

Your Company remains firmly integrated in John Cockerill Industry

Metals product and growth strategies and supports investment projects in virtually all regions of the world, either through standalone proposals or in collaboration with other John Cockerill Group entities.

Thanks to its geographic location, India is an ideal hub for tapping into the further development of business in South-East-Asia and is supported in this endeavour through dedicated business development resources located strategically in several of these markets.

Furthermore, your Company plays a vital role in supporting the marketing and sale of products from the Groups innovation pipeline having reached market maturity, and which are expected to play an increasingly dominant role in the Companys future market offering, among those technologies that represent new technological standards in metals coating or in decarbonization of thermal processes in the steel production process. Along with a refined approach in services and after-sales, as well as a continued emphasis on its automation capabilities, your Company is well positioned in its segment.

Material changes affecting the Company

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year to which the financial statements related to and date of this report. There has been no change in the nature of business of the Company.

DIVIDEND

Your Directors have recommended a final dividend of 5/- per equity share having face value of 10/- each amounting to 246.89 lakhs for the financial year 2022-23, subject to the approval of the members at the 37^th Annual General Meeting ("AGM") of the Company. The Tax Deducted at Source ("TDS") will be deducted by the Company, wherever applicable, as per the provisions of the Income Tax Act, 1961. In the previous year, your Company paid a dividend of 2/- per equity share having face value of 10/- each.

Consideringsufficiency, your Directors do not propose to transfer any amount to the General Reserve for the year under review.

AMENDMENT TO THE OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the year under review, the Company, with the approval of members of the Company through Postal Ballot on March 22, 2023, has amended the Objects Clause of its Memorandum of Association

("MOA") by amending and substituting sub-clause 1 and inserting subclauses from 2 to 5. The primary driver of the change is the paradigm shift that has happened in this business sector during the last decade, with increasing applications of new technology, digital tools as well as the desire of the customers to opt for automation, latest technology and digital solutions. Furthermore, with the increasing focus on environmental objectives, the opportunities for the Company to provide solutions in decarbonisation of steel manufacturing process and use of green hydrogen in steel making process have opened up. In addition to this, the Production Linked Incentive (PLI) scheme announced by the Government for specialty steel will provide new opportunities to the Company in this product line.

The existing MOA of the Company was framed in terms of the provisions of the Companies Act, 1956 and with the enactment of the Companies Act, 2013, major parts of the Companies Act, 1956 are no longer in force. This will enable your Company to carry on other allied and related business activities, linked to our core areas, as suitable to further strengthen its position in the steel industry and endeavour to offer innovative products and services which enhance, access, customer requirements and needs.

The details of Postal Ballot process and results is provided in the Corporate Governance Report, which forms part of this Report. Your

Company has filed the necessary forms with the Ministry of Corporate Affairs for the approval of the Registrar of Companies, Mumbai, Maharashtra along with a copy of the amended MOA of the Company.

GROUP ACTIVITIES

John Cockerill SA, the Holding Company is part of the John Cockerill

Group having presence in sectors like Energy, Defence, Industry, Environment and Services. The Company is a part of the Industry Sector within the John Cockerill Group. Your Company continues to have close, collaborative relationship with customers supported by an extended global network of offices aligned with customer locations. John Cockerill Group invests heavily in R & D activities and investments have been made to support long-term profi table growth and extending help to the customers in value creation.

The John Cockerill Group has been extremely supportive of their Indian operations and continues to provide constant support in terms of strategy, technology, research and development, systems, manufacturing, project management, human resources, etc.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Your Company does not have any Subsidiary, Joint Venture or Associate

Company as defined in the Companies Act, 2013. Hence, no details need be provided in Form AOC-1.

In accordance with the provisions of Section 136 of the Companies Act, 2013 ("the Act"), the audited financial statements and related information of the Company are available on the website of the Company at www.johncockerillindia.com.

SHARE CAPITAL

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review.

The paid-up equity share capital of your Company as on March 31, 2023 continues to be 493.78 lakhs. During the year under review, the Company has neither issued any shares (including shares with differential voting rights) nor granted stock options or sweat equity.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Joao Felix Da Silva (DIN 07662251), (consequent to his retirement from the services as President of John Cockerill Industry Sector), resigned as the Chairman and Director of the Company with effect from the close of working hours of August

3, 2022. The Board of Directors ("Board") places on record its collective unanimous appreciation of the valuable services rendered and contribution made by Mr. Joao Felix Da Silva during his tenure as Chairman of the Company.

The Board at its meeting held on August 2, 2022, on the recommendation of the Nomination and Remuneration Committee ("NRC") appointed Mr. Sebastien Roussel (DIN 09663609) as Additional Director of the

Company with effect from August 4, 2022. Subsequently, as mandated by Regulation 17(1C) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the members had, vide resolution passed through Postal Ballot on September 12, 2022, approved the appointment of Mr.

Sebastien Roussel as a Non-Executive Director of the Company. The details of Postal Ballot process and results are provided in the Corporate Governance Report, which forms part of this Report. The Board appointed Mr. Sebastien Roussel as the Chairman of the Board with effect from August 4, 2022.

Mr. Jean Gourp (DIN 02268912) has tendered his resignation as a

Director of the Company, to take effect from the closing hours of May

31, 2023. The Board wishes to place on record its appreciation of the services rendered by Mr. Gourp during his tenure as Director of the Company. As a consequence of the elevation of Mr. Vivek Bhide (DIN 02645197), Managing Director of the Company as the President India – John

Cockerill Group, Mr. Bhide has relinquished his position as the Managing

Director and continues to be Non-Executive Non-Independent Director of the Company with effect from the closing hours of May 31, 2023. Mr. Bhide had headed the Company during the most difficult times starting with COVID, and (despite several personal problems), has managed and carried the Company forward to achieve good business results, and execution of major prestigious projects. The Board places on record the appreciation for the valuable services, support and guidance rendered by Mr. Vivek Bhide during his tenure as the Managing Director of the Company. In terms of the Articles of Association of the Company and as recommended by the NRC, the Board at its meeting held on May 25, 2023 appointed Mr. Michael Kotas (DIN 10053364) as an Additional

Director with effect from June 1, 2023 in place of Mr. Vivek Bhide, who had relinquished his office as Managing Director with effect from the closing hours of May 31, 2023. The Board of Directors has also, on the recommendation of the NRC, recommended the appointment of Mr. Michael Kotas as the Managing Director (Key Managerial Personnel) of the Company with effect from June 1, 2023 for a term of three consecutive years, subject to the approval of the members at the 37^th Annual General Meeting and the Central Government. Mr. Michael Kotas holds office as Additional Director up to the date of the forthcoming

Annual General Meeting ("AGM") and is eligible for the proposed appointment. Appointment of Mr. Michael Kotas, being an overseas citizen, and a nonresident in India, is subject to the approval of the Central Government.

Mr. Michael Kotas fulfils the criteria provided in the policy of the Company including his qualification, experience, background, expertise, proficiency and integrity. The necessary resolutions for his appointment are being placed before the members for approval. The Board recommends the appointment of Mr. Michael Kotas for the approval of the members at the forthcoming AGM. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Yves Honhon (DIN 02268831), Non-

Executive Director of the Company is liable to retire by rotation at the forthcoming AGM of the Company and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment.

Detailed profile of the Directors seeking appointment / re-appointment along with other necessary details as required, are provided in the Notice of the Thirty Seventh AGM of the Company.

Apart from the aforesaid changes, there are no changes in the Directors and Key Managerial Personnel of the Company. The details of the number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them are given separately in the Corporate Governance Report which forms a part of this Report. All the Independent Directors of your Company have submitted the declaration confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors and that their names have been included in the data bank of Independent Directors as prescribed under the Act. The Board is of the opinion that the

Independent Directors of the Company possess requisite qualifications, expertise and experience (including the proficiency) and they hold highest standard of integrity. The Independent Directors have confirmed compliance with the relevant provisions of Rule 6 of the Companies

(Appointment and Qualification of Directors) Rules, 2014.

As per the provisions of Schedule IV to the Act, the Independent Directors of the Company held a separate meeting on January 30, 2023 without the presence of the Chairman, Managing Director, other Non-Independent Directors or any other managerial personnel.

An annual evaluation has been made by the Board of Directors of its own performance and that of its Committee t care has been taken for the maintenance and individual Directors and the reference to such performance evaluation of Directors, Board and its Committees are available in the Corporate Governance Report, which forms an integral part of this Report.

The Board and the NRC has confirmed that the performance evaluation was completed during the year under review.

The Chairman held a one-on-one meeting with each of the individual Independent Directors as a part of self-appraisal and peer-group evaluation; the engagement and impact of individual Director was reviewed on parameters such as attendance, knowledge and expertise, inter-personal relationship, engagement in discussion and decision-making process, actions oriented and others. The Directors were also asked to provide their valuable feedback and suggestions on the overall functioning of the Board and its Committees and the areas of improvement for a higher degree of engagement with the Management. In terms of the Listing Regulations, your Company conducts the Familiarisation Program for the Directors about their roles, rights and responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of the same are available on the Companys website at www.johncockerillindia.com, and also referred to in detail in the Corporate Governance Report.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are acting as Key Managerial Personnel ("KMP") of the Company as on March 31, 2023 : i) Mr. Vivek Bhide Managing Director ii) Mr. Kiran Rahate Chief Financial Officer iii) Mr. Haresh Vala Company Secretary

Mr. Michael Kotas has been appointed as Managing Director and Key

Managerial Personnel in place of Mr. Vivek Bhide with effect from June

1, 2023.

Remuneration Policy

On the recommendation of NRC, the Company has formulated, amongst others, a policy on the remuneration of the Directors, Key Managerial Personnel and Senior Management employees. The details of the Remuneration Policy are mentioned in the Corporate Governance Report and are also placed on the website of the Company at www. johncockerillindia.com

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act, your Directors confirm that, to the best of their knowledge and belief : a. that in the preparation of the annual accounts, the applicable

Accounting Standards have been followed and there are no material departures from the same; b. that such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Statement of Profit and Loss and Cash Flow of the

Company for the year ended on that date;

. thatproperand of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual accounts have been prepared on a ‘going concern basis; e. that proper internal financial controls are in place and that such internal financial controls are adequate and were operating effectively; and f. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and are adequate and operating effectively.

MEETINGS OF THE BOARD

5 (five) Meetings of the Board of Directors of your Company were held during the year 2022-23 on May 26, 2022, August 2, 2022, November 9, 2022, January 31, 2023 and February 7, 2023. The particulars of the meetings held and attendance of the Directors in the meetings are detailed in the Corporate Governance Report. The intervening gaps between the meetings were within the limits prescribed under the Act and the Listing Regulations.

COMMITTEES OF THE BOARD

The Company has duly constituted the Committees required under the Act read with the applicable Rules made thereunder and the Listing Regulations, and also a few other Committees— though not mandatory. As on March 31, 2023, the following Committees of the Board were functional : i. Audit Committee ii. Stakeholders Relationship Committee iii. Nomination and Remuneration Committee iv. Corporate Social Responsibility Committee v. Risk Management Committee vi. Committee for Finance and Operations

The details with respect to the composition of the Committees, their terms of reference and attendance at the meetings of the aforesaid Committees of the Board are given in the Corporate Governance Report.

AUDITORS Statutory Auditors

M/s. S R B C & Co. LLP, Chartered Accountants (ICAI Registration No. 324982E/ E300003) were appointed as the Statutory Auditors of the Company for an initial term of five years commencing from the conclusion of the Thirty Second AGM, and up to the conclusion of the Thirty Seventh

AGM. Accordingly, M/s. S R B C & Co. LLP will be completing their initial term of five years at the conclusion of the forthcoming AGM. Your Company is proposing to re-appoint M/s. S R B C & Co. LLP, subject to the approval of the members of the Company at the forthcoming

AGM, as the Statutory Auditors of the Company for a further term of five years until the conclusion of the Forty Second AGM to be held in the year 2028.

Your Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules issued thereunder, from M/s. S R B C & Co. LLP. They have confirmed that they hold a valid certificate issued by the

Peer Review Board of the Institute of Chartered Accountants of India as required under the Listing Regulations.

The Audit Committee and the Board is of the opinion that the continuation of M/s. S R B C & Co. LLP as Statutory Auditors will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company, for a term of five years from the conclusion of the forthcoming AGM, and up to the AGM to be held in the year 2028, at such remuneration as mutually agreed and as may be approved by the Board, who may be suitably authorised for this purpose.

The resolution seeking re-appointment of M/s. S R B C & Co. LLP,

Chartered Accountants as the Statutory Auditors of the Company, as stated above, has been included in the Notice of the Thirty Seventh AGM for the approval of the members.

The Statutory Auditors have issued an unqualified annual accounts of the Company for the year ended March 31, 2023 or andtheyhavemadeno disclaimer in their Report. The Notes thereto are self-explanatory and do not require any explanations from the Board.

Cost Auditor

Your Company is required to maintain cost records under the Companies (Cost Records and Audit) Rules, 2014. Accordingly, your Company has been maintaining such cost records as per the requirements.

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Audit Committee recommended and the Board, appointed M/s. Kishore Bhatia & Associates, Cost

Accountants (Firm Registration No. 000294), being eligible as the Cost

Auditors of the Company to carry out the cost audit for the financial year 2023-24. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the

Act and Rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of your Company for the financial year 2023-24. The remuneration of Cost

Auditors has been approved by the Board, on the recommendation of the Audit Committee. In terms of the Act and Rules thereunder, requisite resolution for ratification of remuneration of the Cost Auditors by the members has been set out in the Notice of the Thirty Seventh AGM of your Company. In the opinion of the Directors, considering the limited scope of audit, the proposed remuneration payable to the Cost Auditors would be reasonable and fair and commensurate with the scope of work carried out by them.

During the year under review, the Cost Auditor had not reported any matter under Section 143(12) of the Act and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Auditor

M/s. VKM & Associates, a firm (Certificate of Practice No. 4279) was appointed as the Secretarial

Auditors to carry out the Secretarial Audit of the Company for the financial year 2022-23. In terms of Section 204 of the Act and Regulation 24A of the Listing Regulations read with the SEBI Circular, the Report given by the Secretarial Auditors is annexed as Annexure 1 and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any comments. The Secretarial Audit

Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Company has undertaken an audit for the financial year ended

March 31, 2023 for all applicable compliances as per applicable

SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of the Listing Regulations. The Annual Secretarial

Compliance Report duly issued by M/s. VKM & Associates has been annexed as Annexure 2 to this Report.

There have been no instances of fraud reported by above-mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during the financial year 2022-23.

SECRETARIAL STANDARDS

During the financial year 2022-23, your Company has complied with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and adopted under the Act. audit report on the

PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not filed any application, or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Act read with the IEPF

Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") as amended, read with the relevant circulars and amendments thereto, all unpaid or unclaimed dividends which were required to be transferred by the Company to the IEPF were transferred to IEPF

Authority.

The Company has also transferred shares in respect of which dividend amount remained unpaid / unclaimed for a consecutive period of 7

(seven) years or more to IEPF Authority within stipulated time.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has not provided any loan or guarantee or made investments covered under the provisions of Section 186 of the Act and Schedule V of the Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Being a responsible Corporate Citizen, your Company is committed to fulfil its social responsibilities. Guided by the prevailing regulatory requirements, the Company has constituted a ‘Corporate Social Responsibility ("CSR") Committee and framed a policy on CSR. The policy is available on the website of the Company – www. johncockerillindia.com. Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended ("CSR Rules") is annexed as Annexure 3 and forms an integral part of this Report. of Company Secretaries in Practice During the financial year 2022-23, in terms of Section 135 of the Act read with CSR Rules, your Company was not required to spend any amount on CSR activities. The CSR projects of the Company are focussed on the areas of environment and sustainability, healthcare, promotion of education and skill development. The Company has created a tab on the home page of the Companys website for CSR related information to be displayed. The information related to CSR Committee, CSR policy and the projects undertaken by the Company are updated there regularly.

The Chief Financial Officer of the Company has certified to the that the funds disbursed for CSR activities were utilized for that purpose. The Company had transferred 59.39 lakhs to Unspent CSR account to be spent on ongoing projects. The CSR Committee recommended the annual action plan which was approved by the Board. Out of this unspent account, an amount of 14.16 lakhs were spent in the year 2021-22. During the year under review, the Company had spent 25.08 lakhs out of the unspent account and the balance unspent amount of

20.15 lakhs will be spent in the financial year 2023-24.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your Company place on record their deep appreciation for the contribution made by the employees of the Company at all levels. A detailed note on Human Resources is provided in the Management Discussion and Analysis ("MDA") Report, which forms part of this Report. The information about employees particulars as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 4 and forms an integral part of this Report. In terms of second proviso to Section 136(1) of the Act and second proviso of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Report and Financial Statements are being sent to the members and others entitled thereto, excluding the statement of particulars of employees, which is available for inspection by the members. Any member interested in obtaining a copy thereof may write to the Company Secretary.

None of the employees listed in the said Annexure is related to any Director of the Company. None of the employees holds (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company.

Health and Safety

The Company is committed to Health and Safety of its employees, contractors and visitors. The details on Health and Safety are provided in the MDA Report, which forms part of this Report.

Policy on Prevention of Sexual Harassment at Workplace

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as amended ("POSH") and the Rules made thereunder, your Company has a robust mechanism in place to redress complaints reported under it. Your Company has complied with the provisions relating to constitution of Internal Committee under POSH. The Internal Committee comprises of internal members, and an external member who has extensive relevant experience in this field.

All employees, especially women employees, were made aware of the Policy and the manner in which the complaints can be lodged.

The following is reported pursuant to Section 22 of the POSH and

Regulation 34(3) read with sub-clause 10(I) of Clause C of Schedule V of the Listing Regulations for the year ended March 31, 2023 :

a. Number of complaints of sexual harassment received / filed during the year	Nil
b. Number of complaints disposed of during the year	Nil
c. Number of complaints pending for more than ninety days	Nil
d. Number of complaints pending as on end of financial year	Nil
e. Number of workshops or awareness programs carried out	7
f. Nature of action taken by the employer or District officer	Not Applicable

During the year under review, no case of sexual harassment in the Company was reported.

RISK MANAGEMENT

As per the amended Listing Regulations, the mandate for constitution of a Risk Management Committee is not applicable to the Company. However, in line with the best global practices, and aligned with the Risk Management Policy of John Cockerill SA (the holding Company), the Board of Directors has voluntarily constituted a Risk Management Committee in 2014, has evolved a Risk Management Policy, and has developed the operating guidelines governing the functioning of this Committee.

Your Company has established comprehensive Risk Management System to ensure that risks to the Companys continued existence as a going concern and to its development are identified on timely basis. The Risk Management Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans, risk reporting and carries out other related activities. The purpose of the Committee is to assist the Audit Committee in fulfilling its oversight responsibilities with regard to enterprise risk management.

The composition and terms of reference of the Risk Management Committee are covered under the Corporate Governance Report, which forms part of this Report. Important elements of risk management process are elaborated in the MDA Report, which forms part of this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The establishment of an effective internal control system is essential for sustainable growth and long-term improvements in corporate value, and accordingly, the Company works to strengthen such structures. Your Company believes that a strong internal control framework is an important pillar of Corporate Governance.

The details and the process of internal control systems, as implemented by the Company, are provided in the MDA Report, which forms part of this Report.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Vigil Mechanism of your Company is governed by the Companys Whistle Blower Policy which can be assessed on the Companys website at https://johncockerillindia.com/financialreport.aspx?Subcat= Whistleblower%20Policy&InvestorType=Policies. The Whistle Blower

Policy provides for adequate safeguards against victimization of Directors, employees and third parties who can avail of the mechanism and also provides for direct access to the Chairman of the Audit

Committee. It is confirmed that no personnel of the Company, in the context of whistle blowing, has been denied access to the Chairman of the Audit Committee.

Your Company sensitizes the availability of the Vigil Mechanism from time to time to its employees and they are encouraged to report any incidents and informed about the availability of direct access / approach to the Chairman of the Audit Committee, wherever necessary.

INSURANCE

Your Company has taken adequate insurance coverage of all its assets and inventories against various types of risks viz. fire, floods, earthquake, cyclone, etc. and also transit insurance to cover the risk during transportation of goods from its plants to customer project sites. Your

Company has also started to procure coverage under project specific

Trade Credit insurance policies to mitigate its risks during the project execution.

Directors & Officers Liability (D & O) policy covers the Directors and Officers of the Company against the risk of third-party claims liabilities arising out of their actions / decisions in the normal course of discharge of their duties, which may result in financial loss to any third party.

The employees of the Company are covered under various employee benefit Group insurance schemes that provide cover for Hospitalization,

Accidental Disability and Death.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has formulated a Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions ("RPT Policy") as approved by the Board, which is available on the Companys website at https://johncockerillindia.com/financialreport.aspx?Subcat=RPT%20 Policy%20as%20per%20LODR&InvestorType=Policies. The Board of your Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the RPT Policy on related party transactions. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length basis. All related party transactions entered during the year were in the ordinary course of business and at arms length basis and adhered to the applicable provisions of the Act and the Listing Regulations. There were no materially significant related party transactions made with the Promoters, Directors, Key Managerial Personnel or others of your

Company, which may have a potential conflict with the interest of the

Company at large. No material contracts or arrangements with related parties were entered during the year. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. John Cockerill SA is the Holding Company of the Company, and all the subsidiaries of John Cockerill SA are treated as related parties of the Company. Such related party transactions, including those with the Holding Company and fellow subsidiaries, which have been carried out during the current year and previous year are mentioned in the Annual Report in accordance with the Indian Accounting Standards

24 on Related Party Transactions notified by the Companies (Indian

Accounting Standards) Rules, 2015, as amended, and are not repeated in this Report of the Directors. None of the related party transactions entered into by the Company was in conflict with the Companys interests. In compliance with the provisions of Regulation 34(3) read with Schedule V(A) of the Listing Regulations read with Section 134(3)(h) of the Act, it is confirmed that no loans or advances in the nature of loans have been received or paid to the Holding Company or any Fellow Subsidiary or any

Director or to any firms or Companies in which a Director is interested and no investments have been made in the shares of the Holding Company or any of its subsidiaries. The Company does not have any subsidiaries. The Company has no investments. The prescribed disclosure in Form

AOC-2 in terms of Section 134 of the Act is not required.

At the Thirty Sixth AGM held on August 3, 2022, the members approved the material related party transactions with John Cockerill SA, John Cockerill Automation Private Limited, John Cockerill Trading (Beijing)

Company Limited, John Cockerill UVK GmbH, CMI Engineering (Beijing) Company Limited, John Cockerill Industry Americas Inc., CMI Energy

France SAS and John Cockerill Renewables for transactions which are to be considered material in terms of the Listing Regulations. The approval of the members of the Company is sought in terms of the Listing Regulations for the payment of Brand fee @ 0.6% of the external sales and for the payment of up to 3% referral and technical royalty fees to John Cockerill SA on those portions of contracts assigned to the Company through John Cockerill SA and also for other Related Party Transactions with various Related Parties. During the year, the Technical Royalty Agreement entered into with John Cockerill SA was amended to redefine the purpose of the Agreement, basis on which the cost to be recognised and the slab wise fee % for projects with different size and revenue recognition. None of the Directors and the Key Managerial Personnel has any pecuniary relationship or transactions with the Company other than in the normal course of the business.

ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in relation to the conservation of energy, technology absorption, foreign exchange earnings and outgo, is provided in Annexure 5, and forms an integral part of this Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms an integral part of this Report and a compliance certificate from M/s. S R B C & Co. LLP, Chartered Accountants, Statutory Auditors of the Company confirming the compliance of conditions of Corporate Governance is attached thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which is presented in a separate section, forming part of this Annual Report.

GREEN INITIATIVES

During the year under review, the Company has continued the "digital platforms" for various meetings including the Board and Committee meetings, internal meetings and meetings with external stakeholders such as customers and vendors. This has helped the Company to reduce multiple sector travel from Europe and from within India for the Directors and others – several times a year – thereby reducing gas / carbon emission and dissemination of information in paper form for various meetings. All the employees, . Your Directors also place on the Board members and external stakeholders have adapted to the new tools and platforms and faith quickly and the experience of adopting a nearly "all-digital" process for all meetings keeps getting better.

ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Act, copies of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company -www.johncockerillindia.com. This extract is also annexed as Annexure 6 and forms an integral part of this Report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank John Cockerill SA - parent Company, customers, members, suppliers, bankers, business partners / associates and the Central and State Governments for their consistent support and co-operation to your Company.

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas of its operations as well as the efficient utilisation of your Companys resources for sustainable growth.

Your Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your Directors look forward tothelong-termfuturewith record their appreciation to the members for the confidence reposed by them.

	For and on behalf of the Board
	Sebastien Roussel
	Chairman
	DIN 09663609
-
Mumbai
May 25, 2023