Your Directors take pleasure in presenting the 31st Annual Report on the business and operations of J T L Infra Limited (‘JTL or ?Company?), along with the summary of the standalone financial statements for the year ended March
31, 2022. A brief summary of the Company?s standalone and consolidated performance during the year ended March 31, 2022 is given below.
The key highlights of Audited Standalone Financial
Performance for the financial year ended March 31, 2022 of the Company are as follows:
|Revenue from Operations||97,571.61||43,576.10||97,571.61||-|
|Depreciation and Amortisation||(212.59)||(171.33)||(212.59)||-|
|Profit Before Tax||6,753.10||2,702.73||6,753.10||-|
|Other Comprehensive Income||44.31||(0.34)||44.31||-|
|Total Comprehensive Income for the year||5,046.60||2,005.98||5,046.60||-|
|Earnings Per Equity Share of Rs. 2 each||8.45||3.39||8.45||-|
The standalone & consolidated results have been prepared in accordance with the Indian Accounting Standards (Ind AS). As JTL Tubes Limited Wholly Owned Subsidiary (WOS) is yet to commence business, there is no change in the Standalone and
Consolidated financial results. Operational performance highlights are analysed on standalone basis.
OPERATIONAL PERFORMANCE HIGHLIGHTS
During 2021-22, your Company recorded highest-ever revenues and profits in its history of 31 years, the Standalone income of your Company increased to Rs. 97571.61 lacs compared to Rs. 43576.10 lacs in the previous year registering growth of 124%. The Standalone profit after tax for the year increased to Rs. 5002.29 lacs as compared to 2006.320 lacs in the previous year registering increase of 150%. EBITDA increased to Rs. 7607.59 lacs as compared to Rs. 3739.83 lacs showing a growth is 103%. Due to outspread of the second wave of Covid-19, the operations of the Company was disturbed in the starting of the financial year, but the strong sales and distribution network helped the Company to overcome the hurdles during the subsequent quarters. By taking all precautionary measures and abide by all the government guidelines issued from time to time with respect to Covid-19, the Company continues to maintain its performance, despite all the challenges and has seen a robust growth across all our financial parameters including Revenue, EBITDA and PAT. The Company delivered increased revenues and profitability on back of operational efficiencies, better product mix and control measures.
EXPANSIONS AND PRODUCT EXTENSION
The Government?s economic stimulus on the infra sector and estimates given by economists that India reigns as the world?s fastest economy over the next few years. To cater anticipated demands from the industries, the company has ramped up capacity by 1 lac MTPA at
Mangaon Plant later in FY2022 under brownfield expansion.
Another 1 lac MTPA at Mandi Gobindgarh plant is underway and the company is optimized that the commercial operation will begin from by second half of FY2023 as planned. With the expansion at Mangaon Plant, the company can now produce pipes and hollow section of higher thickness. This has given company an edge to enter into new market segments. The company can now penetrate for the supply of its products to infra companies those are into PEB, Green Houses, and other similar products applications.
The company has also incorporated and set-up wholly owned subsidiary (WOS) JTL Tubes Limited in India in which it has invested an amount of Rs. 5,00,000/- (Rs. Five Lacs only) towards equity capital During the period under review, there was no change in the nature of business of the Company
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiary (WOS) for the year 2021-22 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations, as well as in accordance with the Indian
Accounting Standards notified under the Companies.
SCHEME OF AMALGAMATION OF CHETAN INDUSTRIES LIMITED WITH JTL INFRA LIMITED
The Board of Directors of your Company, at its meeting held on August 18, 2021, has considered and approved the Scheme of Merger of Chetan Industries Limited with JTL Infra Limited under Sections 230 to 232 and other applicable provisions of the Act ("Merger Scheme"). The Scheme was filed with in principle approval with BSE Limited and
Metropolitan Metro Exchange of India (MSEI) where the securities of the Companies are listed who have issued "no adverse observation letter" dated July 7, 2022 and July 8, 2022 respectively.
Post stock exchanges approval, Company has filed application for approval of merger under Section 230 - 232 of the Companies Act, 2013 Read along with Rule 3 and 5 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 before the Hon?ble National Company Law Tribunal Bench at Chandigarh.
The consolidation of entities with similar functions within the group, would result in, operational and administrative efficiencies, optimum utilisation of infrastructure facilities and available resources, reduction in costs by focused operational efforts, rationalisation, standardisation, simplification of business processes and elimination of duplication.
Merger Scheme is subject to the necessary statutory and regulatory approvals including the approvals of Hon?ble National Company Law Tribunal, the shareholders and creditors of each of the companies.
|Particulars||FY 2022||FY 2021|
|Money received against||574.50||1,562.00|
|Equity Instrument though OCI||43.97||(0.34)|
DISCLOSURE UNDER REGULATION 32 (7A) OF SEBI (LODR) REGULATIONS 2018
The preferential issue of warrants proceeds has been completely utilised towards capital expenditure, working capital.
DIVIDEND DISTRIBUTION POLICY
In accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations?), the Board of Directors of the Company has adopted a Dividend Distribution Policy (‘Policy?) The Policy is attached to this Report as Annexure I, and the same is also available on the Company?s website at www.jtlinfra.com.
CHANGES IN CAPITAL STRUCTURE, IF ANY AUTHORISED SHARE CAPITAL
During the year 2021-22, face value of equity shares of your Company was split from Rs. 10/- each into Rs. 2/- each, as a result of which, the total number of equity shares went up from 1,70,00,000 equity shares of Rs. 10/- each to
Rs. 17,00,00,000 divided into 8,50,00,000 equity shares of Rs. 2 each.
ISSUED, PAID UP SUBSCRIBED &SHARE CAPITAL
As on March 31, 2022, the paid-up share capital of the Company was Rs. 11,83,74,300/-. With the split of face value of equity shares from Rs. 10/- into Rs. 2/- each, the total number of fully paid-up equity shares increased from 5,91,87,150 equity shares of Rs. 2 each. Pursuant to the approval accorded by the shareholders through postal ballot on January 27, 2021 the Board of Director at their meeting held on October 12, 2021 have allotted 61,50,000 equity shares of Rs. 2/- each at a premium of Rs. 34/- per share on a preferential basis to non-promoters on exercise of their conversion option against warrants. This amount utilised by your Company for expanding its operations apart from meeting its incremental working capital requirements and for other general corporate purposes. With this allotment, the paid-up share capital of your Company is Rs. 11,83,74,300/- divided into 5,91,87,150 equity shares of Rs. 2 each.
The Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares (including sweat equity shares) to its employees under any scheme.
CAPITAL STRUCTURE OF WHOLLY OWNED SUBSIDIARY (WOS)
The Authorised Capital & Paid Up Capital of the JTL Tubes Limited, Wholly Owned Subsidiary Company (WOS) is
Rs. 5,00,000/- divided into to 50,000 shares of Rs. 10/- each.
DIRECTOR?S RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors including financial reporting by the Statutory
Auditors and the reviews performed by Management and the relevant Board Committees, including Audit Committee, the
Board is of the opinion that the Company?s internal financial controls were adequate and effective during Financial Year 2021-22.
Accordingly, pursuant to Section 134(5) of the Companies
Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm: a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same; b) that we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of profits of the Company for that period; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) that the annual accounts for the financial year ended
March 31, 2022 have prepared on a going concern basis; e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively; and f) that proper internal financial controls were laid down and that such internal financial controls are adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations?) Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your Company?s performance, industry trends, business and risks involved is provided separately and is forming part of the Annual Report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT
Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in a separate section and forms part of the Annual Report. A Certificate from a Practicing
Company Secretary regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations?), the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees after seeking inputs from all the Directors and members of relevant Committees. The Board also carried out performance evaluation of each Director based on the evaluation carried out by the Nomination and Remuneration Committee (NRC). The criteria for performance evaluation was set out by NRC and adopted by the Board. These included composition and structure of the Board and its Committees, effectiveness of the Committees, knowledge of the Company?s operations by the members, their participation at meetings including preparedness for issues for consideration, level of contributions in assessing and improving performance of the Company and interactions amongst themselves and with senior management.
Adherence to the Code of Conduct of the Company, fiduciary and statutory obligations, continuing maintenance of independence by independent Directors was a part of the performance evaluation.
The Board was satisfied with its composition and its diversified nature and that all Directors upheld the highest standards of integrity and probity, adhered to the Company?s code of conduct, made constructive and effective contribution at meetings and generally carried out their responsibilities well in the interest of the Company and its stakeholders.
A separate meeting of independent Directors was held to review the performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of other Directors. That review was most satisfactory.
KEY MANAGERIAL PERSONNEL
As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2022 were as under:
During the period under review, following appointment/reappointment/cessation of the directors of your company were made:
1. Mr. Madan Mohan, Managing Director;
2. Mr. Rakesh Garg, Executive Director;
3. Mr. Dhruv Singla, Executive Director & Chief Financial
4. Mr. Pranav Singla, Executive Director
During the year under review Mr. Sanjeev Vaid was appointed as a Chief Financial Officer with effect from April 21, 2022 in place of Mr. Dhruv Singla who tendered his resignation. The Board places on record its deep appreciation for the contributions made by Mr. Dhruv Singla as CFO of the Company.
BOARD OF DIRECTORS
The Board of Directors provides strategic direction and supervision to an organisation. Your Company?s Board consists of Eight learned professionals and experienced individuals from different fields. As on March 31, 2022, the
Board comprised of Four Executive Directors, Three Non-Executive Independent Directors and One Non-Executive Non-Independent Director.
During the financial year 2021-22, following appointment/ re-appointment/cessation of the directors of your Company were made:
1. Mr. Dhruv Singla (DIN: 02837754) has been appointed as Executive Director of the Company on August 18, 2021.
2. Mr. Pranav Singla (DIN: 07898093) has been appointed as Executive Director of the Company on August 18, 2021.
DECLARATION OF INDEPENDENCE
All the Independent Directors of the Company have given their declarations to the Company under Section
149(7) of the Act confirming that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) ‘the Listing Regulations?. There has been no change in the circumstances affecting their status as Independent Directors of the Company. During the year under review, the Company did not have any pecuniary relationship or transactions with any of its directors, other than payment of remuneration / Incentive to the Executive Directors and payment of sitting fees for the purpose of attending meetings of the Board / Committees of the Company.
DIRECTOR RETIRING BY ROTATION
In accordance with the provisions of the Companies Act, 2013 (‘Act?), Mr. Madan Mohan, Managing Director and Mr. Pranav Singla, Wholetime Director of the Company will be retired by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Item seeking approval of Members for the same is included in the Notice convening the 31st Annual General Meeting. The necessary resolution recommending their re-appointment forms part of the AGM Notice
APPOINTMENTS / CESSATION OF DIRECTORS / KMP DURING FINANCIAL YEAR 2021-22
During the financial year 2021-22, Mr. Dhruv Singla & Mr.
Pranav Singla were appointed as Executive Directors on August 18, 2021.
Mr. Sanjeev Vaid was appointed as Chief Financial Officer with effect from April 21, 2022 in place of Mr. Dhruv Singla,
Executive Director & Chief Financial Officer his resignation on April 20, 2022 as Chief Financial Officer of the Company. Presently he is occupying the position as Executive Director of the Company with effect from August 18, 2022.
As on date Audit Committee of the Board consists of namely Ms. Preet Kamal Kaur Bhatia, Mr. Bhupinder Nayyar, Mr. Sukhdev Raj Sharma, Independent Directors and Mr. Rakesh Garg, Executive Director. Independent Director is the Chairperson of the Committee. During the year, all the recommendations made by the Audit Committee were accepted by the Board
The Board met 10 (ten) times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.
Further, the Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board and of Non-Independent Directors, as required under the Act and the Listing Agreement.
The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company Management and the Board of Directors of your Company.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following substantive Committees constituted by the Board function according to their respective roles and defined scope:
• Audit Committee
• Nomination &Remuneration Committee (NRC)
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
• Independent Directors Committee
• Sub Committee of Directors who has tendered
• Risk Management Committee
Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance which forms part of the Annual Report. Further, during the year under review, all recommendations made by the Audit Committee have been accepted by the Board.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the Financial Year 2021-22, your Company floated a Wholly Owned Subsidiary Company (WOS) in the name of JTL Tubes Limited (CIN: U28999CH2022PLC044130) on
January 5, 2022 which yet to started its business operations. Pursuant to Section 129(3) of the Act, read with Rule 5 of the Companies (Account) Rules, 2014 a separate statement containing the salient features of the financial statement of
‘Metmill? in the prescribed format, AOC - 1 is attached as Annexure-3 to this Report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company?s website at www.jtlinfra.com.
RECONCILIATION OF SHARE CAPITAL
A qualified Practicing Company Secretary carried out quarterly audits to reconcile the total admitted equity share capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), along with the total issued and listed equity shares capital.
These audits confirm share capital tallies with the total number of equity shares in physical form, plus the total number of dematerialised shares held by NSDL and CDSL.
Pursuant to the provisions of Section 134(3)(a) and Section
92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year March 31, 2022 is uploaded on the website of the Company and can be accessed at www.jtlinfra.com.under the Investors section.
During the year under consideration, CARE has carried out a credit rating assessment of the Company for both short term and long term exposures, with Stable outlook.
The Rating of the Company for the Bank Facilities as under: Rating Long Term facilities Care A-Short Term facilities Care A2
PARTICULARS OF EMPLOYEES
During the period, no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended. Hence, the disclosure under Rules 5(2) and 5(3) does not forms the part of this Report.
The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, in respect of directors/ employees of your Company forms the part of this Report as given in
Annexure-7. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company
Secretary at the registered office of the Company.
LOANS, GUARANTEES, SECURITIES AND INVESTMENTS (LGSI)
During the year under review, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted and investments made.
Pursuant to Section 134(3) of the Act and Regulation 21 of SEBI (LODR) Regulations, 2015, Risk Management Committee was in place, comprising Mr. Mithan Lal Singla (Chairman), Mr. Rakesh Garg, Mr. Sukhdev Raja Sharma and Ms. Preet Kamal Kaur Bhatia. The Company has formulated a Risk Management Policy to establish an effective and integrated framework for the Risk Management process. During 2021-22, three Meetings were held on August 18, 2021, November 10, 2021 and January 19, 2022, wherein, relevant mitigation measures identified for the Company were reviewed and discussed. The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identifiedmajor focus areas for risk management to ensure organisational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.
The Board members are regularly informed about the potential risks, their assessment and minimisation procedures. The Board frames a plan for elimination / minimisation of the risk and further lays out the steps for implementing and monitoring of the risk management plan The Company is taking all the suitable steps to avoid the risks that arise in the Company. There is no such threat to the existence of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Corporate social responsibility is the continuing commitment by the business to behave and material orders were passed byethically and contribute to the economic development of the country while improving the quality of life of the workforce and their families and local community and society at large. As per the requirements of Section 135 of the Act pertaining to Corporate Social Responsibility ("CSR") the Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee") and the Board has adopted a CSR Policy as recommended by the Committee. The brief of CSR expenses incurred during FY 2021-22 is given herein below
|Amount to be spent under CSR for 2021-22||Rs. 40.83 lacs|
|Amount spent in 2021-22||Rs. 100.00 lacs|
Further, Detailed information on the CSR Policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the Annexure-5 of Annual Report on CSR activities.
The said CSR policy of the Company is also available on the Website of the Company at www.jtlinfra.com
RESEARCH & DEVELOPMENT, CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars under this head are furnished in the Annexure-1 to this Report.
The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (‘the Act?) and the Companies (Acceptance of Deposits)
Rules, 2014. There are no unclaimed deposits, unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31, 2022.
The Company has complied with the provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2).
SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS theNo significant
Regulators or the Courts or Tribunals impacting the going concern status and Company?s operations in future.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
TheCompanyhaszerotolerancetowardssexualharassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has not received any complaint of sexual harassment during the period under review.
Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meeting of the Board and its Powers) Rules, 2014 and Regulation 34(3) of SEBI (LODR) Regulations, 2015, your Company has adopted Vigil Mechanism policy that provides a formal mechanism for all Directors, Employees and Vendors of the Company to approach the Chairman of Audit Committee and make protective disclosure about the unethical behavior, actual or suspended fraud or violation of the Code of Conduct of the Company. The vigil mechanism comprises of whistle blower policy for directors, employees and vendors.
The Company has complied with provisions relating to the constitution of Internal Compliant Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The members at the 27th Annual General Meeting of the Company held on September 29, 2018 has appointed M/s Suresh K Aggarwal & Co, Chartered Accountants (Firm
Registration No. 021129N) as the Statutory Auditors of the
Company to hold office for a term of five years i.e. from the conclusion of the 27th Annual General Meeting until conclusion of 32th Annual General Meeting to be held in 2023.M/s. Suresh K Aggarwal& Co., Statutory Auditors have signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.
The Auditor?s Reports for financial year 2021-22 does not contain any qualification, reservation or adverse remark. The
Auditors? Report is enclosed with the Financial Statements in this Annual Report.
Further, pursuant to Section 143(12) of the Companies
Act, 2013, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.
The Company has maintained cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. Balwinder
& Associates, Cost Accountants, (Firm Registration No. 000201) carried out the cost audit for applicable businesses during the financial year 2021-22.
In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed M/s. Balwinder & Associates, Cost Accountants (Firm Registration No. 000201), as Cost Auditor of the Company to conduct the Cost Audit for the Financial Year 2022-23, on a remuneration as mentioned in the Notice of 31stAnnual General Meeting.
A Certificate from M/s. Balwinder & Associates, Cost
Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.
A resolution seeking Member?s ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 31st Annual General Meeting and the same is recommended for your consideration and ratification.
The Board of Directors of the Company has appointed M/s
S.V. Associates, Company Secretaries (Certificate of Practice No. 14791), as the Secretarial Auditors to conduct an audit of Secretarial Records for the financial year 2021-22. The
Company has received consent from M/s SV Associates, Company Secretaries to act as the auditor for conducting audit of the secretarial records for the financial year ending
March 31, 2023.
The Secretarial Audit Report for the financial year ended
March 31, 2022 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure 2 to this report.
The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.
In addition to the above and pursuant to SEBI Circular dated February 8, 2019, a Report on secretarial compliance by S.V. Associates, Practicing Company Secretaries for the year ended March 31, 2022 is submitted to stock exchanges.
There are no observations, reservations or qualifications in the said Report.
REPORTING OF FRAUDS
There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section
143(12) of the Act and the rules made thereunder.
DEMATERIALISATION OF SHARES
As on March 31, 2022, there were 5,89,44,450 Equity Shares dematerialised through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.59% of the total issued, subscribed and paid-up capital of the Company.
The properties/assets of your Company are adequately insured.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions, which were entered into during the Financial Year under review, were on an arm?s length basis, and in the ordinary course of business and are incompliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant
Related Party Transactions made by the Company during the year that required shareholders? approval under Regulation23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance.
None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under
Section134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure-4 in Form AOC - 2 and forms part of this Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT partyThere were no materially significant transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which could have potential conflict with the interest of the Company at large All contracts arrangements transactions entered into by the Company during the financial year under review with arm?s length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions (transactions where the value exceeds Rs. 1000 Cr. or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC – 2 in terms of section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended. cial
All Related Party Transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit
Committee was obtained for the transactions, which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted, were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board can be accessed on the Company?s website at link https://www.jtlinfra.com/related-party-transactions-policy.pdf
Members may refer Note no. 38 to the financial statement, which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations
INTERNAL CONTROL SYSTEM
TheCompanyhasanInternalControlSystem,commensurate with the size, scale and complexity of its operations. The
Internal Audit function is handled by an external firm of
Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Company?s Internal Auditors with a view to evaluate the efficacy and adequacy of Internal
Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the changed business requirements. All the Business Heads/Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes related parties were at an are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.
Our management assessed the effectiveness of the
Company?s internal control over financial reporting (as defined in Clause 17of SEBI Regulations 2015) as of March
31, 2022. The Statutory Auditors of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal reporting (as definedin Section 143 of controlover Companies Act 2013).
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year till the date of this
BUSINESS RESPONSIBILITY REPORT
Pursuant to the recent amendment in SEBI (LODR) Regulations, 2015, the Company covered in the top 1000 companies based on the market cap as on March 31, 2022.
Accordingly in compliance with Regulation 34(2)(f) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Business Responsibility Report is available at the website of the Company at www.jtlinfra.com.
REMUNERATION POLICY OF THE COMPANY
The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company?s stakeholders. The salient features of the nomination and remuneration policy of the Company is annexed as Annexure-6 to this Report.
INDIAN ACCOUNTING STANDARDS
The financial statements of your Company are prepared in accordance with the Indian Accounting Standards (‘Ind- AS?) pursuant to the Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015.
DISCLOSURE REQUIREMENT AS PER COMPANIES (ACCOUNTS) RULES, 2014 i. The Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 ("IBCCode") during the Financial Year and does not have any proceedings related to IBC Code. ii. The Company has not made any onetime settlement during the Financial Year 2022 with Banks or Financial Institution.
During the year under review there were no reportable events in relation to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to its Directors or Employees.
Electronic copy of the Annual Report for FY 2022 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Company?s Registrar and Share Transfer Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 5, 2020, shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Beetal Financial and Computer Service Private Limited, Company?s Registrar and Share Transfer Agent.
Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, Bankers, Financial Institutions for their sincere and dedicated services as well as their collective contribution to the Company?s performance.
Your Directors are grateful to the Shareholders/ Stakeholders for their confidence and faith the Company. The Directors look forward to the continued support of all stakeholders in future also.
|For and on behalf of Board of Directors of J T L Infra Limited|
|CIN : L27106CH1991PLC011536|
|Rakesh Garg||Madan Mohan Singla|
|Executive Director||Managing Director|
|DIN: 00184081||DIN: 00156668|
|Place : Chandigarh|
|Date : August 18, 2022|