The Directors are pleased to present the 22nd Board's Report on the business and operations of your Company, together with Standalone and Consolidated Financial Statements for the year ended March 31, 2023.
1. Financial Results
The summary of your Company's financial performance for the current financial year as compared to the previous financial year is detailed below:
|
(Rs. in Lakhs)
|
|
Particulars
|
Standalone F.Y. 2022-23
|
F.Y. 2021-22
|
Consolidated F.Y. 2022-23
|
F.Y. 2021-22
|
|
Total Revenue
|
40,676.48
|
18,614.21
|
40,676.48
|
18,614.21
|
|
Profit before Interest, Depreciation a Tax
|
40,086.53
|
18,038.76
|
40,086.53
|
18,038.76
|
|
Less: Depreciation
|
0.47
|
1.47
|
0.47
|
1.47
|
|
Profit before Tax
|
40,086.06
|
18,037.29
|
40,086.06
|
18,037.29
|
|
Less: Tax Expense
|
10,125.17
|
4,577.01
|
10,125.17
|
4,577.01
|
|
Profit after Tax but before share of profit from Associates
|
29,960.89
|
13,460.28
|
29,960.89
|
13,460.28
|
|
Add: Share of profit from Associates (net)
|
-
|
-
|
3,188.62
|
1,701.33
|
|
Profit after Tax
|
29,960.89
|
13,460.28
|
33,149.51
|
15,161.61
|
|
Other Comprehensive Income
|
(97,800.32)
|
7,02,601.98
|
(87,648.74)
|
7,19,689.11
|
|
Total Comprehensive Income
|
(67,839.43)
|
7,16,062.27
|
(54,499.23)
|
7,34,850.71
|
2. Review of Operations
(A) Standalone:
For the financial year under review, your Company earned a total revenue on Standalone basis of ' 40,676.48 lakhs, comprising of income by way of dividend of ' 31,547.01 lakhs, interest of ' 7,870.55 lakhs, pledge fees of ' 979.87 lakhs and Gain on fair value changes of ' 279.05 lakhs. The Profit before interest, depreciation and tax is ' 40,086.53 lakhs and after providing for depreciation of ' 0.47 lakhs and Tax of ' 10,125.17 lakhs, the Net Profit for the year is ' 29,960.89 lakhs as against ' 13,460.28 lakhs in the previous year, indicating an increase of around 122.59%.
(B) Consolidated:
During the year under review, your Company earned the total Consolidated Revenue of ' 40,676.48 lakhs, comprising of income by way of dividend of ' 31,547.01 lakhs, interest of ' 7,870.55 lakhs, pledge fees of ' 979.87 lakhs, Gain on fair value changes of ' 279.05 lakhs. Your Company has two Associate Companies and after considering the share of profit from associates of ' 3,188.62 lakhs, the consolidated profit after tax for the year is ' 33,149.51 lakhs as against ' 15,161.61 lakhs in the previous year, indicating an increase of around 118.64%.
3. Transfer to Reserves
The Company has not transferred any amount to the Reserves for the year ended March 31, 2023.
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 Company's 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 email.
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, 2023:
i. Sun Investments Private Limited
Sun Investments Private Limited ('SIPL') is a NonBanking 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, 2023 is ' 1,09,793.73 lakhs.
ii. 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, 2023 is ' 7,664.81 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 Company's 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 ' 100 crore but not accessing public funds and is 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.
India, being the second largest producer of crude 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. The domestic steel demand was spurred by the revival of numerous infrastructure and construction projects which got stalled due to the pandemic. In FY22, the production of crude steel and finished steel stood at 133.60 Million Tonne (MT) and 120.01 MT respectively. With an emphasis on the new age technological and industrial revolution the steel industry would be increasingly inter-alia using Artificial Intelligence, Industrial Internet of Things, Augmented Reality/Virtual Reality and machine learning for smart manufacturing. As per the NITI Aayog report, by 2030 India will become the world's production centre for green steel and pave the way for the worldwide adoption of green steel. The government initiatives and policies like Public Private Partnership model and National Steel Policy, will help the country increase its crude steel production capacity. The Government's push for infrastructure led economic growth has continued to boost the domestic steel consumption. The Government has laid out a plan of investment to the tune of ' 75,000 crore for 100 critical transportation infrastructure projects that will connect ports, coal, steel, fertiliser, and food grain sectors across the first- and last-mile delivery network. This is expected to improve connectivity and transportation services across major points, in turn leading to a rise in demand for steel. The government's initiative to redevelop existing railway stations and the plan to provide a capital of ' 2.4 lakh crore to Railways is likely to further scale the demand for steel. The Government's focus on infrastructure development with a proposed fund of ' 10,000 crores will likely boost the domestic demand for steel in construction sector. The Central Government's call for Aatmanirbar Bharat has given a whole new dimension to the nation. Under the PLI scheme (Production Linked Incentive) the Ministry of Steel signed 57 Memorandum of Understandings for specialty steel and has approved a sum of ' 6,322 crore for steel sector growth. The government has introduced several initiatives to boost steel production in India with an aim to reach 300 MT in production by 2030. The World Steel Association whose members produce 85% of the global steel, forecasted the world steel demand to witness a growth of 1.7% in the Financial Year 2024 and a healthy growth rate of 6.2% in the domestic demand of steel in India.
All these factors point towards a 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 2022-23 is available on the Company's 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 Director out of which 1 is Women Independent Director.
A. Appointment / Re-appointment / Resignation of Directors
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, taking into account the credentials, expertise and experience, appointed Mr. Pankaj Kulkarni (DIN: 00725144) as an Additional and Independent Director of the Company for a period of 5 consecutive years from May 25, 2023 to May 24, 2028, subject to approval by the Members of the Company, not liable to retire by rotation.
B. Directors liable to retire by rotation
In accordance with the provisions of Section 152(6) of the Act and the Company's Articles of Association, Mr. Sajjan Jindal (DIN: 00017762), Non-Executive Chairman of the Company retires by rotation at the ensuing 22nd AGM. Although being eligible, he has not offered himself for reappointment and accordingly, he would cease to hold office as Director of the Company upon the conclusion of this AGM.
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 NonExecutive Independent Directors of the Company as on the date of this report:
(a) . Mr. N. K. Jain
(b) . Mr. Atul Desai
(c) . Mrs. Sutapa Banerjee
(d) . Mr. Pankaj Kulkarni
D. Company's 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 Board's 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 four (4) times on May 30, 2022; July 27, 2022; November 4, 2022 and January 31, 2023. 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:
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders' Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
f) 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 & Associates, Chartered Accountants (Firm Registration No. 137533W), Mumbai as the Company's Statutory Auditors from the conclusion of the 21st AGM till the conclusion of the 26th AGM. The Statutory Auditors have confirmed that they satisfy the independence 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 2022-23. 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, 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 hereinbelow:
i). Loans granted:
|
ii). Details for Securities provided:
1
|
[' in Lakhs)
|
|
Name of the Company
|
Purpose for giving security
|
Market Value of shares pledged as on March 31, 2023
|
|
JSW Projects Ltd. (Proiect)
|
96,81,590 equity shares of JSW Steel Limited held by the Company are pledged in favour of lenders for financial assistance given to Project
|
66,619.02
|
|
Adarsh Advisory Services Pvt. Ltd. (Adarsh)
|
1,23,59,000 equity shares of JSW Steel Limited held by the Company are pledged in favour of lenders for financial assistance given to Adarsh
|
85,042.28
|
|
Jindal Stainless Ltd. (Stainless)
|
4,60,720 equity shares of Jindal Stainless Limited held by the Company are pledged in favour of Banker for financial assistance given to Stainless
|
1,335.17
|
iii). Investments:
The Company has not made any fresh investment during the year under review. 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 Company's 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 arm's 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 be 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)
|
(' in Lakhs)
|
| |
Amount at the beginning of the year
|
Transaction
|
Balance at
|
|
Name of the Company
|
during the year (Net)
|
the end of the year
|
|
Adarsh Advisory Services Pvt. Ltd
|
-
|
25,662.00
|
25,662.00
|
|
JSW Investments Pvt. Ltd.
|
10,044.50
|
5,000.00
|
15,044.50
|
|
JSW Techno Projects Management Ltd.
|
17,500.00
|
(10,000.00)
|
7,500.00
|
|
Everbest Consultancy Services Pvt. Ltd.
|
12,890.00
|
(150.00)
|
12,740.00
|
|
JTPM Metal Traders Pvt. Ltd.
|
5,600.00
|
(900.00)
|
4,700.00
|
|
Realcom Reality Pvt. Ltd.
|
11,999.50
|
(11,999.50)
|
-
|
|
Reynold Traders Pvt. Ltd.
|
3,859.00
|
(3,859.00)
|
-
|
|
South West Mining Ltd.
|
-
|
26,300.00
|
26,300.00
|
|
Total
|
61,893.00
|
30,053.50
|
91.946.50
|
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 Company's 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 Company's 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 Company's 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 Company's 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.
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 Company's 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 stakeholder. 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 Director
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 Company's 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 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 Company's Code of Conduct or ethics policy and
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) with effect from the F.Y. 2022-23. 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 Company's website and can be accessed at https://www.isw.in/investors/isw-holdings-business-responsibility-report.
26. Compliance with Secretarial Standards
Your Company have complied with the Secretarial Standards SS-1 and General Meetings (SS-2) for the financial year 2022-23.
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 identifies with the Company's and Group's vision and business goals.
28. Employees Stock Option Plans
Your Company have 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 Company's website at https:// www.isw.in/investors/isw-holdings-employee-stock-options. A Certificate from the Secretarial Auditors of the Company certifying that the Company's 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 22nd 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 Report 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 2022-23.
31. Directors Responsibility Statement
Pursuant to the requirements under Section 134(5) of the Act your Directors hereby state and confirm that:
a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;
b) they have selected such Accounting Policies and applied them consistently and made iudgements 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 31st March, 2023, and of the profit of the Company for that period;
c) 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;
d) they have prepared the Annual Accounts on a going concern basis;
e) 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
f) 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 Hon'ble Courts or Tribunals which impact the going concern status and Company's 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 Sajjan Jindal
Date : May 25, 2023 Chairman
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