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JSW Holdings Ltd Directors Report

7,024.1
(0.16%)
Jul 16, 2024|12:00:00 AM

JSW Holdings Ltd Share Price directors Report

To

The Members,

JSW Holdings Limited

Your Directors are pleased to present the 23rd Boards Report on the business and operations of your Company, together with Standalone and Consolidated Financial Statements for the year ended March 31, 2024.

1. Financial Results

The summary of your Companys financial performance for the current financial year as compared to the previous financial is detailed below:

(Rs in Lakhs)

Standalone Consolidated
F.Y. 2023-24 F.Y. 2022-23 F.Y. 2023-24 F.Y. 2022-23
Total Revenue 16,956.08 40,676.48 16,956.08 40,676.48
Profit before Interest, Depreciation a Tax 15,749.25 40,086.53 15,749.25 40,086.53
Less: Depreciation 0.27 0.47 0.27 0.47
Profit before Tax 15,748.98 40,086.06 15,748.98 40,086.06
Less: Tax Expense 3,884.17 10,125.17 3,884.17 10,125.17
Profit after Tax but before share of profit from Associates 11,864.81 29,960.89 11,864.81 29,960.89
Add: Share of profit from Associates (net) - - 3,691.08 3,188.62
Profit after Tax 11,864.81 29,960.89 15,555.89 33,149.51
Other Comprehensive Income 5,36,213.71 (97,800.32) 5,86,950.64 (87,648.74)
Total Comprehensive Income 5,48,078.52 (67,839.43) 6,02,506.53 (54,499.23)

2. Review of Operations

A. Standalone:

For the financial year under review, your Company earned a total revenue on Standalone basis of Rs 16,956.08 lakhs, comprising of income by way of dividend of Rs 6,288.97 lakhs, interest of Rs 9,275.55 lakhs, pledge fees of 735.69 lakhs, management advisory services of 450.00 lakhs and gain on fair value changes of Rs 205.87 lakhs. The Profit before interest, depreciation and tax was Rs 15,749.25 lakhs and after providing for depreciation of Rs 0.27 lakhs and Tax of Rs 3,884.17 lakhs and the Net Profit for the year was Rs 11,864.81 lakhs.

B. Consolidated:

During the year under review, your Company earned total Consolidated Revenue of Rs 16,956.08 lakhs, comprising of income by way of dividend of Rs 6,288.97 lakhs, interest of Rs 9,275.55 lakhs, pledge fees of Rs 735.69 lakhs, management advisory services of Rs 450.00 lakhs and gain on fair value changes of Rs 205.87 lakhs. Your Company has two Associate Companies and after considering the share of profit from associates of Rs 3,691.08 lakhs and the consolidated profit after tax for the year was Rs 15,555.89 lakhs.

3. Transfer to Reserves

The Company has not transferred any amount to the

Reserves for the year ended March 31, 2024.

4. Dividend

Your Directors do not recommend any dividend for the financial year under review. In terms of the provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), your Company has formulated and adopted a Dividend Distribution Policy, which is available on the Companys website and can be accessed at https://www.jsw.in/ investors/isw-holdings-disclosure-46. A copy of the policy will be made available to any shareholder on request, through e-mail.

5. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments 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.

6. Holding, Subsidiary, Joint Ventures & Associate Company

Your Company does not have any holding company nor does it have any subsidiary company(ies)/joint venture(s). The following companies continue to be Associate Companies as on March 31, 2024:

A. Sun Investments Private Limited

Sun Investments Private Limited (SIPL) is a Non- Banking Financial Company registered with the

Reserve Bank of India. SIPL was formed with the main object of investing and financing. The net worth of SIPL as on March 31, 2024 is Rs 2,26,678.27 lakhs.

B. Jindal Coated Steel Private Limited

Jindal Coated Steel Private Limited (JCSPL) was formed with the main object of trading and manufacturing various types of steel and allied products. The net worth of JCSPL as on March 31, 2024 is Rs 15,142.68 lakhs.

As per the provisions of Section 129(3) of the Companies Act, 2013 (the Act), a statement containing salient features of the financial statements of the Companys associate companies in Form AOC-1 is attached to the financial statements of the Company.

7. Core Investment Company (CIC)

In accordance with the Core Investment Companies (Reserve Bank) Directions, 2016, as amended ("Directions") your Company is a Core Investment Company with an asset size of above Rs 100 crore but not accessing public funds and are accordingly not required to be registered under Section 45IA of the Reserve Bank of India Act, 1934 and is termed as Unregistered CICs. Your Company continues to carry on the business permitted for Unregistered CIC.

8. Change in nature of business

During the financial year under review, there has been no change in the nature of business of the Company.

9. Future Prospects

Your Company holds significant investments in equity shares of JSW Steel Limited besides certain other investments in other Group Companies, therefore, the business prospects of the Company largely depends on the business prospects of JSW Steel Limited and the steel industry in general.

The steel sector plays a pivotal role in crucial sectors such as construction, infrastructure, automobile, engineering and defence. Over the years, the steel sector has witnessed tremendous growth and India has emerged as a global force in steel production and the second largest producer of steel in the world. The prospects of Indian Steel Industry looks promising and the Indian Steel industry will play a pivotal role in steering India towards its goal of becoming a US $ 5 Trillion Economy. In FY 23-24, the Indian Steel Sector has demonstrated unprecedented performance, achieving its highest level of production and consumption. The production of crude steel was 144.04 Million Tonnes (MT) and finished steel consumption was 136.25 MT. Steel demand growth has been way higher than GDP growth because of impetus from the government spending on infrastructure, housing and strong demand from automotive segment.

The focus on infrastructure development continues, with central government increasing capex to Rs 11.11 lakh crores in its interim budget for FY 2024-25, constituting 3.4% of the GDP. The Government also plan to build 2 crore more houses under the PM Awas Yojna (PMAY) which would also further spur demand.

With an emphasis on the new age technological and industrial revolution, the steel industry would be increasingly inter-alia using artificial intelligence, automation, data analytics, industrial internet of things, augmented realty/virtual realty, and machine learning for smart manufacturing for revolutionizing production processes, enhancing efficiency, and reducing costs.

The government initiatives and policies like Public Private Partnership model and National Steel Policy, strategic investments, policy interventions, aims to leverage steel industry as a cornerstone of economic growth and a key driver of industrial transformation in the years to come.

All these factors point towards a sustained high growth potential for steel demand within India and a bright prospect for Indian Steel Manufacturer. As a result of which, the Company is looking forward for a sustainable growth in its investee companies in the coming years which would enhance the shareholders value. The Company expects to enhance its entrenched value for the benefit of the shareholders at large.

10. Fixed Deposits

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73(1) of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Act, the Annual Return, referred to in Section 92(3) of the Act, in form MGT-7, of the Company for the financial year 2023-24 is available on the Companys website at https://www.isw.in/investors/isw-holdings- disclosure-46.

12. Directors and Key Managerial Personnel

As on the date of this report, your Board comprises of 7 Directors including 4 Independent Directors out of which 2 are Women Independent Directors.

A. Appointment/Re-appointment/Resignation of Directors

i. Appointment of Mr. Pankaj Kulkarni as an Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, taking into account the credentials, expertise and experience of Mr. Pankaj Kulkarni (DIN: 00725144) appointed him as an Independent Director of the Company for a period of 5 consecutive

years from May 25, 2023 to May 24, 2028, not liable to retire by rotation. The appointment of Mr. Pankaj Kulkarni was approved by the members at the 22nd Annual General Meeting of the Company held on August 4, 2023.

ii. Retirement of Mr. Sajjan Jindal as Non- Executive Director and Chairman of the Company

Mr. Sajjan Jindal (DIN: 00017762) Non- Executive Chairperson of the Company due to other commitments and pre-occupations, did not seek reappointment and retired with effect from August 4, 2023.

iii. Appointment of Mr. N. K. Jain as Chairman and Re-appointment of Mr. N. K. Jain as Non- Executive Independent Director

Mr. N. K. Jain (DIN: 00019442) was appointed as Chairperson of the Company with effect from August 4, 2023.

The current term of 3 years of Mr. N. K. Jain (DIN: 00019442) as a Non-Executive, Independent Director is ending on May 31, 2024. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors, after taking into account the credentials, expertise and experience approved re-appointment Mr. N. K. Jain as a Non-Executive, Independent Director of the Company for a second term of 3 years with effect from June 1, 2024, not liable to retire by rotation. The members of the Company have approved the aforesaid re-appointment through Postal Ballot on May 21, 2024.

iv. Appointment of Ms. Anuradha Bajpai as an Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, taking into account the credentials, expertise and experience of Ms. Anuradha Bajpai (DIN: 07128141) appointed her as an Independent Director of the Company, not liable to retire by rotation for a period of 5 consecutive years from March 21, 2024 to March 20, 2029. The members of the Company have approved the aforesaid appointment through Postal Ballot on May 21, 2024.

v. Appointment of Mr. Vineet Agrawal as Non- Executive, Non-Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, taking into account the credentials, expertise and experience of Mr. Vineet Agrawal (DIN: 02027288) appointed him as a Non-Executive, Non-Independent Director of the Company with effect from

March 21, 2024 who shall be liable to retire by rotation. The members of the Company have approved the aforesaid appointment through Postal Ballot on May 21, 2024.

vi. Retirement of Mr. Atul Desai as an Independent Director

Mr. Atul Desai (DIN: 00019443) retired from the position of Non-Executive Independent Director from the close of business hours of March 31, 2024 upon completion of his second term as an Independent Director of the Company.

vii. Resignation of Mr. Sanjay Gupta as a Company Secretary of the Company

Mr. Sanjay Gupta has resigned as Company Secretary of the Company with effect from April 29, 2024 to pursue alternate career opportunity outside the organisation.

B. Directors liable to retire by rotation

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Manoj Kr. Mohta (DIN: 02339000), Whole Time Director of the Company is liable to retire by rotation at the ensuing 23rd AGM and being eligible, has offered himself for re-appointment.

C. Declaration of Independence

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Regulation 16 of the SEBI Listing Regulations. The following are the Non- Executive, Independent Directors of the Company as on the date of this report:

• Mr. N. K. Jain

• Ms. Sutapa Banerjee

• Mr. Pankaj Kulkarni

• Ms. Anuradha Bajpai

D. Companys policy on Directors, KMP & other employees appointment and remuneration

The Company has formulated, amongst other, the Policies on the Directors, KMP & other employees appointment including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under sub-section (3) of Section 178 of the Act. The salient features of the Remuneration Policy forms part of Corporate Governance Report and detailed policy has also been published on the website https://www.isw.in/investors/isw-holdings- policies.

E. Number of meetings of the Board

The Board meets to discuss and decide on Company/business policies and strategies apart from other Board business. A tentative date of the

Board and Committee Meetings are circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is availed by passing resolutions through circulation, as permitted by law, which are recorded in the subsequent Board Meeting. Usually the meetings of the Board/ Committees are held in Mumbai.

During the year under review, the Board met six (6) times on May 25, 2023; June 7, 2023; August 4, 2023; October 31, 2023; January 24, 2024 and March 21, 2024. The maximum interval between two meetings did not exceed 120 days as prescribed under the Act and Regulation 17 of the SEBI Listing Regulations and Secretarial Standard on the meetings of Board of Directors (SS-1).

F. Annual Evaluation

Pursuant to the provisions of the Act and Regulation 17 and Part D of Schedule II of SEBI Listing Regulations read with SEBI Guidance Note dated January 5, 2017, the Company has framed a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors based on various aspects such as competency of Directors, experience of Directors, mix of qualifications, diversity in Board, frequency of meeting, execution and performance of specific duties, obligations and governance. On the basis of the criteria specified, the performance evaluation of individual Directors including Chairman, Independent Directors and Non-Executive Director was carried out by Nomination & Remuneration Committee (NRC), while the Board carried out the performance evaluation of Independent Directors and its own performance and that of its Committees, in a structured manner. The Directors expressed their satisfaction with the evaluation process and its report were duly noted in the meeting of NRC and the Board.

G. Committees of the Board

The Board of Directors of your Company have constituted following Committees in line with the applicable provisions of the Act and SEBI Listing Regulations:

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

vi. Code of Conduct Implementation Committee

More information on all of the above Committees including details of its composition, scope,

meetings and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report.

13. Auditors

A. Statutory Auditors:

The Company has appointed M/s. HPVS & Associ- ates, Chartered Accountants (Firm Registration No. 137533W), Mumbai as the Companys Statutory Auditors from the conclusion of the 21p>st AGM till the conclusion of the 26th AGM. The Statutory Auditors have confirmed that they satisfy the independ- ence criteria as required under the Act.

B. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sunil Agarwal & Co., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Report of the Secretarial Audit Report in Form No. MR-3 is appended as Annexure A.

C. Comments on Auditors Report

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. HPVS & Associates, Chartered Accountants, Statutory Auditors, in their Audit Report and by M/s. Sunil Agarwal & Co, Practicing Company Secretaries, in their Secretarial Audit Report.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor reported any incident of fraud to the Audit Committee of the Company.

14. Particulars of loans or guarantees given, securities provided or investments made under Section 186 of the Act.

The particulars of loans granted, guarantees provided and investment made pursuant to the provisions of Section 186 of the Act are detailed herein below:

(Rs in Lakhs)

Name of the Company Amount at the beginning of the year Transaction during the year (Net) Balance at the end of the year
Adarsh Advisory Services Pvt. Ltd 25,662.00 14,345.00 40,007.00
JSW Investments Pvt. Ltd. 15,044.50 - 15,044.50
JSW Techno Projects Management Ltd. 7,500.00 - 7,500.00
Everbest Consultancy Services Pvt. Ltd. 12,740.00 - 12,740.00
JTPM Metal Traders Pvt. Ltd. 4,700.00 7,000.00 11,700.00
South West Mining Ltd. 26,300.00 (10,000.00) 16,300.00
Total 91,946.50 11,345.00 1,03,291.50

i) Details for Securities provided:

(Rs in Lakhs)

Name of the Company Purpose for giving security Market Value of shares pledged as on March 31, 2024
Adarsh Advisory Services Pvt. Ltd. (Adarsh) 83,59,000 equity shares of JSW Steel Limited held by the Company are pledged in favour of lenders for financial assistance given to Adarsh 69,396.42

For details of the existing investment kindly refer Note 8 of the Standalone Financial Statements.

15. Related Party Transactions

Your Company has robust framework for identification and monitoring of all Related Party Transactions. Any potential or actual conflict of interest that may arise because of entering into such transactions are promptly informed to the Audit Committee. The Companys Policy on dealing with Related Party Transactions, as approved by the Board, is available on the website of the Company at the link: https://www.isw.in/investors/isw-holdings- policies.

All Related Party Transactions (RPTs), that were entered into by the Company, during the financial year under review, were on arms length basis and in the ordinary course of business. In accordance with the provisions of Section 177 of the Act and Regulation 23 of SEBI Listing Regulations, all RPTs were placed before the Audit Committee for its approval. The details of transactions/contracts/arrangements entered into by the Company with Related Parties during the financial year under review are set out in the Notes to the Financial Statement. The disclosure of material RPTs as required to made under Section 134 in Form AOC-2 is not applicable.

16. Particulars regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

As your Company is not engaged in any manufacturing activity, particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. There were no foreign exchange earnings and outgo during the financial year under review as well as during the previous financial year.

17. Risk Management

Your Company in line with its business plan and risk appetite, has adopted a robust Risk Management Policy, to identify, assess, monitor and address the full spectrum of risks applicable and mitigate & manage such risks, including the combined impact of those risks. Your Company being an Unregistered CIC, its operations are limited to investment in & providing loans and securities to group companies. The policy has been drafted in line with the Companys business operations with an objective to develop a risk intelligent culture that drives informed decision making and builds resilience to adverse developments while ensuring that opportunities are exploited to create value for all stakeholders. The Company has constituted a Risk Management Committee in accordance with the requirements of SEBI Listing Regulations to, inter alia, monitor the risks and their mitigating actions. Risks related to internal controls, compliances & systems are reviewed in detail by the Audit Committee. All risks including investment risks are reviewed in the meetings of the Board of Directors. In the Boards view, there are no material risks, which may threaten the existence of the Company.

18. Internal Financial Controls

The Board of Directors in consultation with Internal Auditors have laid down the Internal Financial Controls Framework, commensurate with the size, scale and complexity of the Companys operations. To maintain its objectivity, the Internal Audit Program is reviewed and approved by the Audit Committee at the beginning of the year to ensure that the coverage of the area is adequate. The Internal Audit team quarterly monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

19. Whistle Blower Policy/Vigil Mechanism

The Company has a whistle blower policy encompassing vigil mechanism, pursuant to the requirements of the Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, to provide employees and directors with a safe and confidential channel to share their inputs and report to the management their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report. The Audit Committee reviews the functioning of the vigil mechanism/whistle blower policy once a year. The said policy is available on the Companys website at https://www.isw.in/investors/ isw-holdings-policies

20. Digital Platform for Tracking Insider Trading

Your Company, in compliance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003 ("Insider Trading Regulations"), have adopted a Code of Conduct to regulate, monitor and report trading by Insiders in the securities of the Company. The Company have also established an insider trading tracking platform by the name FINTRAKS, for maintaining the structured digital database of Designated Person and effectively monitoring the trade in the securities of the Company by such Designated Person. The Board through its Code of Conduct Implementation Committee reviews trading by Insiders and process of sharing UPSI.

21. Corporate Social Responsibility

The Company believes in inclusive growth to facilitate creation of a value based and empowered society through continuous and purposeful engagement with society. All our CSR initiatives are approved by the CSR Committee in line with the Companys CSR Policy and is reviewed periodically.

JSW Foundation administers the planning and implementation of all our CSR initiatives. The details about the initiatives taken by the Company during the year under review, to be provided as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure B to this Report. The CSR Policy is uploaded on the website of the Company and can be accessed at https://www.isw.in/investors/ isw-holdings-policies.

22. Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Companys future operations.

23. Corporate Governance

Your Company has complied with the requirements of Regulation 17 to 27 of the SEBI Listing Regulations on Corporate Governance. Pursuant to Schedule V of the SEBI Listing Regulations, Report on Corporate Governance along with the Auditors Certificate on its compliance is annexed separately to this Annual Report.

24. Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company for the year under review, as required under Schedule V of the SEBI Listing Regulations is provided in a separate section and forms part of this Annual Report.

25. Business Responsibility and Sustainability Report (BRSR)

Pursuant to SEBI Listing Regulations, BRSR has become applicable on your Company (being a top 1,000 listed entities based on market capitalisation). Accordingly, the

Company has adopted a Policy on BRSR and other ESG initiatives. A detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and process of the Company towards the ESG endeavour has been hosted on Companys website and can be accessed at https://www.isw.in/investors/isw-holdings-business- responsibility-report.

26. Compliance with Secretarial Standards

Your Company has complied with the Secretarial Standards i.e. Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) for the financial year 2023- 24.

27. Human Resources

Your Company continues to put due emphasis on appropriate human resource development for its business. The employees of your Company and the Group fully identify with the Companys and Groups vision and business goals.

28. Employees Stock Option Plans

Your Company has recognized Employee Stock Options as an effective instrument to attract talent and align the interest of employees with that of the Company, thereby providing an opportunity to the employees to share in the growth of the Company and to create long term wealth in the hands of employees. The Company had "The JSWHL Employees Stock Ownership Plan 2016" ("Scheme 2016") and at its 20th Annual General Meeting had also adopted "The O. P. Jindal Employees Stock Ownership Plan (JSWHL) - 2021" ("ESOP - 2021"). The ESOP Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity Shares) Regulations, 2021 ("the SEBI ESOP Regulations").

The details/disclosure(s) on the aforesaid Employee Stock Option Scheme(s) as required to be disclosed are available on the Companys website at https:// www.isw.in/investors/isw-holdings-employee-stock- options. A Certificate from the Secretarial Auditors of the Company certifying that the Companys Stock Option Plans are being implemented in accordance with the SEBI ESOP Regulations and the resolution(s) passed by the Members, would be available for inspection. during the 23rd AGM.

29. Particulars of Employees and related disclosures

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure C and forms a part of this Report.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms a part of this Report. However, as per

first proviso to Section 136(1) of the Act and second proviso of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Reports are being sent electronically to the Members of the Company excluding the said statement. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

30. Prevention of Sexual Harassment

Your Company follows an Anti-Sexual Harassment JSW Group Policy in line with the Requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 also an Internal Complaints Committee has been set up at group level to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2023-24.

31. Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act your Directors hereby state and confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii. they have 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 on March 31, 2024, and of the profit of the Company for that period;

iii. they have 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. they have prepared the annual accounts on a going concern basis;

v. they have 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. they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

32. Other Disclosures

In terms of applicable provisions of the Act and SEBI Listing Regulations, your Company discloses that during the financial year under review:

i. there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under Employee Stock Option Scheme referred to in this Report.

ii. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii. there was no public issue, rights issue, bonus issue or preferential issue, etc.

iv. there was no issue of shares with differential rights.

v. there was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF).

vi. no significant or material orders were passed by the Regulators or Honble Courts or Tribunals which impact the going concern status and Companys operations in future.

vii. there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

33. Appreciation & Acknowledgements

Your Directors wish to express their sincere appreciation for the assistance and co-operation received from Banks, Reserve Bank of India, NSDL, CDSL, Depository Participant (Stock Holding Corporation of India) and other Government Agencies and Shareholders.

Your Directors also wish to place on record their appreciation for the valuable services rendered and the commitment displayed by the employees of the Company and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors
Place : Mumbai N. K.Jain
Date : May 28, 2024 Chairman

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