Dear Members,
Your Directors present the 27th Annual Report of JBM Auto Limited
("the Company") along with the audited financial statements for the financial
year ended 31st March, 2023. The consolidated performance of the Company and its
subsidiaries referred to wherever required.
1. FINANCIAL RESULTS
Your Company's financial performance for the year ended 31st
March, 2023 is
Rs In Crores
PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
FY23 |
FY22 |
FY23 |
FY22 |
Revenue from operations |
3,749.25 |
3,168.16 |
3,857.38 |
3,193.05 |
Other Income |
37.90 |
24.23 |
27.01 |
20.99 |
Total Income |
3,787.15 |
3,192.39 |
3,884.39 |
3,214.04 |
Profit Before Interest,
Taxes, Depreciation and Amortization |
375.72 |
348.13 |
425.26 |
364.14 |
Less: Depreciation |
100.40 |
85.20 |
130.31 |
91.43 |
Less: Finance Cost |
109.36 |
75.36 |
125.71 |
75.71 |
Profit for the period
before share of profit in joint venture |
165.96 |
187.58 |
169.24 |
197.01 |
Share of profit/(loss) of joint venture |
- |
- |
0.30 |
(9.97) |
Profit Before Tax |
165.96 |
187.58 |
169.54 |
187.04 |
Tax Expense |
44.33 |
30.65 |
44.40 |
30.66 |
Profit for the period for continuing
operations |
121.63 |
156.93 |
125.14 |
156.38 |
Other Comprehensive Income for the year |
(0.16) |
(1.06) |
3.27 |
(0.54) |
Total Comprehensive Income for the year |
121.47 |
155.87 |
128.41 |
155.84 |
Less: Non-Controlling Interest |
- |
- |
0.75 |
0.19 |
Total Comprehensive Income
attributable to the owners of the Company |
121.47 |
155.87 |
127.66 |
155.65 |
2. FINANCIAL HIGHLIGHTS
On Standalone Basis
During FY23, the Company's revenue from operations is Rs 3,749.25
crores as against Rs 3,168.16 crores in the previous year, thereby increase of 18.34%, as
against the industry growth by 20.36%.
EBITDA of the Company is Rs 375.72 crores in FY23 as against Rs 348.13
crores in the previous year, thereby increase of 7.93%.
On Consolidated Basis
In compliance with the applicable provisions of the Companies Act, 2013
including the Indian
Accounting Standard Ind AS 110 on Consolidated
Financial Statements, this Annual Report also includes Consolidated
Financial Statements for FY23.
The Company's consolidated revenue from operations is Rs 3,857.38
crores as against Rs 3,193.05 crores in the previous year, thereby increase of 20.81%,
against the industry growth by 20.36%.
Consolidated EBITDA of the Company is Rs 425.26 crores in FY23 as
against Rs 364.14 crores in the previous year, thereby increase of 16.78%.
In FY23, your Company continued its growth momentum by scaling its
revenue from operations. Your Company has also established the process for competitive
costing which has resultant into cost reduction which will help in increasing its market
share in all products.
3. DIVIDEND AND APPROPRIATION
(A) Dividend
The Board has recommended a final dividend of Rs 1.30 (i.e. 65%) per
equity share on fully paid-up equity shares of Rs 2 each on equity share capital for the
financial year ended 31st March, 2023.
The payment of dividend is subject to the approval of the members at
the ensuing 27th Annual General Meeting (AGM) of the Company and will be paid to those
members whose name will be appearing in the register of members as on the cut-off date
i.e. Saturday, 9th September, 2023.
(B) Dividend Distribution Policy
Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations") requires top one
thousand listed companies to formulate a dividend distribution policy. Accordingly, as per
the provisions of Listing Regulations, the Company had formulated a Dividend Distribution
Policy which aims to maintain a balance between profit retention and a
fair, sustainable and consistent distribution of profits Policy is available on the
website of the Company at www.jbmgroup.com/investors.
(C) Appropriation
No amount has been transferred to the General Reserve for the financial
year ended 31st March, 2023.
4. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company during
the financial year ended 31st March, 2023.
5. COMPLIANCE WITH SECRETARIAL STANDARDS
The applicable Secretarial Standards, i.e. SS-1 and
SS-2, relating to Meetings of the Board of Directors' and
General Meetings', respectively have been duly complied by your Company during
the period under review.
6. MATERIAL CHANGES AFFECTING THE COMPANY
No material changes and commitments affecting the financial position of
the Company have occurred between the end of FY23 and on the date of this report.
7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
As per the applicable provisions of the Companies Act, 2013 read with
Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by
the Company to the IEPF, after completion of 7 (seven) years. Further, according to
IEPF Rules, the shares on which dividend has not been claimed by the
shareholders for 7 (seven) consecutive years or more shall be transferred to the demat
account of the IEPF Authority. The details relating to amount of dividend transferred to
the IEPF and corresponding shares on which dividends were unclaimed for seven (7)
consecutive years are available on the website of the Company at
www.jbmgroup.com/investors.
8. HUMAN RESOURCES
The overall satisfaction of the employees of the Company is high.
Employees continued to take charge through collaborative approach and rigorous thinking
which become possible through effective HR policies and its regorious implementation. The
employee's relations were peaceful and harmonious throughout the year.
9. SHARE CAPITAL AND LISTING OF SHARES
As on 31st March, 2023, the authorized share capital of the Company is
Rs 136 crores and subscribed & paid-up equity share capital of the Company is Rs 23.65
crores. The Company's equity shares are listed on the National Stock Exchange of
India Limited (NSE) and BSE Limited its Members. The said (BSE). The equity shares are
actively traded on NSE and BSE and have not been suspended from trading.
10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES
As on 31st March, 2023, your Company had 7 (Seven) Subsidiary
Companies, 5 (Five) Step Down Subsidiary Companies, 2 (Two) Joint Venture Companies and 2
(Two) Joint Venture of Subsidiary Companies. Further, the Company does not have any
Associate Company as on 31st March, 2023. In accordance with Section 129(3) of the
Companies Act, 2013, the Company has prepared consolidated financial statements consisting
financials of all its subsidiary Companies and joint venture Companies.
During FY 2022-23, the following changes have taken place in subsidiary
/ joint venture companies:
- The Company has acquired 100% stake in JBM Solaris Electric Vehicles
Private Limited (JBM Solaris) and consequently, JBM Solaris has become wholly owned
subsidiary of the Company w.e.f. 14th September, 2022. Also, Name of JBM Solaris Electric
Vehicles Private Limited changed to JBM EV Technologies Private Limited. w.e.f 13th
December, 2022.
- TL Ecolife Mobility Private Limited was incorporated on 1st December,
2022, as a step down subsidiary of the Company.
- The Company has acquired 99.52% control in Ecolife Green One Mobility
Private Limited (Ecolife Green One) on 12th December, 2022.
- The Company has transferred its 100% Shareholding in Ecolife
Indraprastha Mobility Private Limited to JBM Ecolife Mobility Private Limited.
Accordingly, Ecolife Indraprastha Mobility Private Limited has become wholly owned
subsidiary of JBM Ecolife Mobility Private Limited and step-down subsidiary of the Company
w.e.f. 19th November, 2022.
A statement containing the salient features of financial statements of
subsidiaries/ joint venture(s)/ associate companies of the Company in the prescribed
Form AOC-1 forms a part of Consolidated Financial Statements (CFS) in
compliance with Section 129(3) and other applicable provisions, if any, of the Act read
with Rule 5 of the Companies (Accounts) Rules, 2014, as amended.
Form AOC-1 also highlights the financial performance of each of the
subsidiaries/ joint venture(s) companies included in the Consolidated Financial Statement
of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, as amended.
In accordance with Section 136 of the Act, the financial statements of
the subsidiary companies are available for inspection by the members at the Registered
Office of the Company during business hours on all days except Saturdays, Sundays and
public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the
said financial statements may write to the Company Secretary & Compliance Officer at
the Registered Office of the Company.
The Company has formulated a policy for determining material
subsidiaries. The policy may be accessed on the website of the Company at
www.jbmgroup.com/ investors.
In terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015,
the Company does not have any material subsidiary as on 31st March, 2023.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors
Pursuant to Sections 149, 152 and other applicable provisions of the
Companies Act, 2013, one-third of
Directors as are liable to retire by rotation, shall retire by rotation
every year and, if eligible, offer themselves for re-appointment at every Annual General
Meeting (AGM). Consequently, Mr. Nishant Arya (DIN: 00004954) retires by rotation and
being eligible, offers himself for re-appointment. A resolution seeking shareholders'
approval for his re-appointment forms part of the notice of 27th AGM.
Pursuant to the provisions of Section 149 of the Act, the independent
directors have submitted declarations that each of them meet the criteria of independence
as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"). There has been no change in the circumstances affecting
their status as independent directors of the Company.
The Independent Directors have complied with the
Code for Independent Directors prescribed under
Schedule IV of the Companies Act, 2013 and the Listing Regulations. The
Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold highest standards of integrity.
During the year under review, the non-executive directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees and reimbursement of expenses incurred, if any. None of the Directors of the Company
are disqualified under Section 164(2) of the Companies Act, 2013 and rules made there
under.
Based on the recommendation of the Nomination &
Remuneration Committee, the Board of Directors of the Company
re-appointed Mrs. Pravin Tripathi (DIN: 06913463) as Non-Executive Woman Independent
Director w.e.f. 4th September, 2022 for 5 years. The members of the Company at their
Annual General
Meeting held on 26th September, 2022 also approved the re-appointment
of Mrs. Pravin Tripathi.
Based on the recommendation of the Nomination &
Remuneration Committee, the Board of Directors of the Company at their
meeting held on 5th November, 2022 appointed Mr. Dhiraj Mohan (DIN: 07224934) as an
Additional Director (Whole Time Director and Key Managerial Personnel) and Prof. Valipe
Ramgopal Rao (DIN: 03279702) as an Additional Director (Non-Executive Independent
Director) of the Company. The members of the Company via postal ballot (resolutions passed
on 15th January, 2023 respectively) also approved the appointment of Mr. Dhiraj Mohan
(DIN: 07224934) as Whole Time Director (KMP') of the Company for a term of 3
years commencing from 5th November, 2022 upto 4th November, 2025 and the appointment of
Prof. Valipe Ramgopal Rao (DIN: 03279702) as an
Independent Director of the Company for a term of 5 years commencing
from 5th November, 2022 upto 4th November, 2027.
Mr. Dhiraj Mohan pursued his Bachelor of Engineering (Mechanical) from
Birla Institute of Technology, Ranchi followed by Masters of Business Administration (MBA)
from Faculty of Management Studies, Delhi University.
He had served 4 decades in Automotive Space having led Strategic
business missions and holding key positions. He is known name in industry circles endowed
with in-depth sectoral knowledge and insights. He is a hands-on expert in domains such as
Profit Centre Management, Sales & Business Development, Client Relationship
Management, Projects, Plant Operations, etc. and he has joined JBM Group in 1996. Prof. V.
Ramgopal Rao is currently the Group Vice-Chancellor for the Birla Institute of Technology
& Science (BITS) Pilani campuses located in Pilani, Hyderabad, Goa, Dubai and Mumbai.
Prior to joining the BITS Group in 2023, Prof. Rao had served as the Director of IIT Delhi
for 6 years during 2016-2021 and as a Chair Professor for Nanoelectronics at both IIT
Bombay and IIT Delhi. Prof. Rao is an internationally acclaimed Nanoelectronics researcher
with over 480 research papers and 50 patents, which include 20 issued US patents. 15 of
his patents have been licensed to industries for commercialization. Prof. Rao's
research and leadership contributions have been recognized with over 35 awards and honors
in the country and abroad. He is a recipient of three honorary doctorates and Besides his
regular teaching & research activities at IIT Delhi, Prof. Ramgopal Rao serves as a
Chairman for multiple committees at the National level related to Education, Research and
Innovation programmes in India.
His appointment on the Board is in the interest of the Company and
Company will be benefited specifically in technology up-gradations in OEM business.
Further during the FY23, Mr. Sandip Sanyal (DIN: 07186909) resigned as Whole-Time Director
of the Company with effect from 5th November, 2022 due to personal health problems and
advancing age and Mr. Jagdish Saksena Deepak (DIN: 02194470) resigned as Independent
Director of the Company with effect from 4th November, 2022 due to some other
preoccupations. The Board of Directors of the Company expressed their gratitude for the
guidance provided by Mr. Sandip Sanyal (DIN: 07186909) and Mr. Jagdish Saksena Deepak
(DIN: 02194470) during their tenure as director of the Company.
Key Managerial Personnel
As per the requirement under the provisions of Section 2(51) and
Section 203 of the Companies Act, 2013 read with rules made thereunder, following persons
are designated as Key Managerial Personnel's of the
Company:
(a) Mr. Nishant Arya |
Vice-Chairman & |
|
Managing Director |
(b) Mr. Dhiraj Mohan |
Whole Time Director |
(c) Mr. Vivek Gupta * |
Chief Financial |
(d) Mr. Sanjeev Kumar* |
Company Secretary &
Compliance Officer |
*Mr. Vivek Gupta resigned from the post of Company Secretary w.e.f.
10th May, 2023 and Mr. Sanjeev Kumar, appointed as Company Secretary w.e.f. 11th May,
2023.
12. COMPLIANCES UNDER THE COMPANIES ACT,
2013
(i) Meetings of the Board
During FY23, 5 (Five) Board Meetings were held through video
conferencing/ other audio visual means. For details thereof kindly refer to the Corporate
Governance Report forming part of this Annual Report.
(ii) Audit Committee
Detailed information of the Audit Committee is provided in the Report
on Corporate Governance forming part of this Annual Report.
(iii) Annual General Meeting
During FY23, Annual General Meeting of the Company was held on Monday,
26th September, 2022, through video conferencing/ other audio visual means (VC/ OAVM).
(iv) Other Committees of the Board
The details pertaining to the composition of the Nomination &
Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility Committee and
Risk Management Committee are included in the Corporate Governance Report forming part of
this Annual Report.
(v) Company's Policy on Appointment and Remuneration of Directors
The criteria for determining qualifications, attributes and
independence in terms of the Companies
Act, 2013 and the rules made thereunder, both in respect of independent
and the other directors as applicable has been approved by the Nomination &
Remuneration Committee. The Board is well diversified and have balance of skills,
experience and diversity of perspectives appropriate to the Company.
All directors, other than independent directors and whole-time
director, are liable to retire by rotation.
One-third of the directors who are liable to retire by rotation, retire
every year in the AGM and are eligible for re-election.
The Company's policy relating to nomination & remuneration of
directors, key managerial personnel's and other employees can be accessed at our
website at www.jbmgroup.com/investors.
(vi) Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability, confirm that they:
i. have followed in the preparation of Annual Accounts for FY23, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. have selected such accounting policies and applied them consistently and made
judgments and estimates that were reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2023 and of the profitof the
Company for the year ended on that date; iii. have taken proper and 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; iv. have prepared the annual accounts on a going concern'
basis; v. have laid down internal financial controls to be followed by the Company and
that such internal financial controls were adequate and were operating effectively; and
vi. have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such system was adequate and operating effectively Based on the framework of
internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and
external consultants, including the audit of internal financial controls over financial
reporting by the statutory auditors and the reviews performed by management and the
relevant board committees, including the audit committee, the Board is of the opinion that
the Company's internal financial controls were adequate and effective during FY23.
(vii) Related Party Transactions
All the contracts/ arrangements/ transactions etc. entered into by the
Company with related parties were in ordinary course of business and on arm's length
basis in terms of provisions of the Companies Act, 2013.
During the year under review, the Company revised its Policy on
Materiality of Related Party Transactions as also dealing with related Party Transactions,
in accordance with the amendments to applicable provisions of law/ Listing Regulations.
Omnibus approval from the Audit Committee is obtained for all
transactions with related parties and all such transactions are reviewed by the Audit
Committee every quarter. Also all transactions with related parties are entered in
accordance with the Policy on dealing with and materiality of related party transactions,
formulated by the Company. The Audit Committee takes into consideration the independent
audit consultant's report, whilst scrutinizing and approving all related party
transactions, from the perspective of fulfilling the criteria of meeting arms' length
pricing.
The details of the related party transactions as per care for the
Indian Accounting Standards (IND AS) - 24 are set out in Notes to the Standalone and
Consolidated Financial Statements of the Company.
As per the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, if any related party transaction exceeds 1,000 crore or 10% of the
annual consolidated turnover as per the last audited financial statement whichever is
lower, would be considered as material and require member's approval. In this regard,
during the year under review, the Company had taken necessary member's approval.
Therefore, the disclosure of Related Party Transactions as required under Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form
AOC - 2 is set out in the Annexure I to this report.
The Company in terms of Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 regularly submits within the prescribed time from the
date of publication of its standalone and consolidated financial results for the half
year, disclosures of related party transactions on a consolidated basis, in the format
specified to the stock exchanges.
(viii) Extract of Annual Return
In terms of Section 92(3) and Section 134(3)(a) of the Companies Act,
2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the
Annual Return for the FY 2022-23 of the Company is available on the website of the Company
at www. jbmgroup.com/investors.
(ix) Auditors and Auditor's Report (a) Statutory Auditors
M/s. R N Marwah & Co. LLP, Chartered Accountants (Firm Registration
No. 001211N/ N500019), were appointed as Statutory Auditors of the Company at the 26th AGM
held on 26th September, 2022, to hold office for a period of 5 (five) consecutive years
from the conclusion of 26th AGM till the conclusion of the 31st AGM.
The Statutory Auditor has issued Audit Reports on the Standalone and
Consolidated Financial
Statements of the Company for the year ended
31st March, 2023. Notes on the Financials
Statement referred to in the Audit Report are self-explanatory and
therefore, do not call for any further explanation or comments from the Board under
Section 134(3)(f) of the Companies Act, 2013 since it does not contain any qualification,
reservation, adverse remarks or observation.
(b) Secretarial Auditors
In terms of Section 204 of the Companies Act, 2013 and rules made
thereunder, Mr. Dhananjay Shukla, Practicing Company Secretary (CP No. 8271) was appointed
to conduct the Secretarial Audit of the
Company for the financial year 2022-23. Further, there has been no
qualification, reservation, adverse remarks or disclaimer made by the Secretarial Auditors
in their report for the financial of Cost year 2022-23. The Audit Report of the
Secretarial
Auditor is attached as Annexure II.
Also, the Board of Directors of the Company in their meeting held on
10th May, 2023 re-appointed Mr. Dhananjay Shukla, Practicing Company Secretary (CP No.
8271) as Secretarial Auditor of the Company to perform the Secretarial audit for financial
year 2023-24.
Pursuant to Circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8,
2019, issued by the Securities and Exchange Board of India (SEBI) & NSE Circular Ref
No: NSE/CML/ 2023/30 dated April 10, 2023, the Company has obtained Annual Secretarial
Compliance Report from Mr. Dhananjay Shukla, Practicing Company
Secretaries (CP No. 8271) on compliance of all applicable SEBI Regulations and circulars /
guidelines issued thereunder and copy of the same has already been submitted with the
Stock Exchanges within the prescribed due date. The Annual Secretarial
Compliance Report is attached as Annexure III.
(c) Internal Auditors
In terms of the provisions of Section 138 read with Companies
(Accounts) Rules 2014 and rules made thereunder and on the recommendation of the Audit
Committee, the Board of Directors of the Company in their meeting held on 2nd May,
2022 have appointed Mr. Amol Modak, Chartered Accountant and an
independent external agency, as Internal Auditors of the Company to perform the internal
audit for financial year 2022-23. Further, there has been no qualification, reservation,
adverse remarks or disclaimer made by the Internal Auditors in their report for the
financial year 2022-23.
Also, the Board of Directors of the Company in their meeting held on
10th May, 2023 re-appointed Mr. Amol Modak, Chartered Accountant and an independent
external agency, as Internal Auditors of the Company to perform the internal audit for
financial year 2023-24.
(d) Cost Auditors
The Company is required to maintain cost records as specified by the
Central Government as per Section 148(1) of the Act and the rules made thereunder and
accordingly, the Company has maintained such cost records. In terms of Section 148 of the
Act read with the Companies (Cost Records and Audit) Rules, 2014 and based on the
recommendations of the Audit Committee, the Board of Directors in their meeting held on
02nd
May, 2022 appointed M/s. Jitender, Navneet & Accountants, to Co.
(FRN-000119), a firm conduct the audit of cost records of the Company for the financial
year 2022-23. Further, there has been no qualification, reservation, adverse remarks or
disclaimer made by the Cost Auditors in their report for the financial year 2022-23.
Also, the Board of Directors in their meeting held on 10th May, 2023
re-appointed M/s. Jitender, Navneet & Co., a firm of Cost Accountants, to conduct the
audit of applicable cost records of the
Company for the financial year 2023-24.
(x) Corporate Social Responsibility
The brief outline of Corporate Social Responsibility (CSR)
Policy of the Company as adopted by the Board and the initiatives
undertaken by the Company on CSR activities during the year under review are set out in Annexure
IV of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as amended till
date. For other details regarding the CSR Committee, please refer to the Corporate
Governance Report, which forms part of this Annual report.
CSR Policy
The CSR Policy including a brief overview of the projects or programs
undertaken can be accessed at the
Company's website at www.jbmgroup.com/investors.
CSR Committee
The CSR Committee comprises of Mr. Surendra Kumar Arya as Chairman, Mr.
Nishant Arya and Mr. Mahesh Kumar Aggarwal, as other members of the Committee. The
Committee, inter-alia, reviews and monitors the CSR activities of the Company.
For other details regarding the CSR Committee, please refer to the
Corporate Governance Report which forms part of this Annual report.
(xi) Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information pursuant to conservation of energy, technology absorption
and foreign exchange earnings and outgo, as required to be disclosed under the Companies
Act, 2013 is annexed as Annexure V and forms part of this report.
(xii) Nomination and Remuneration Policy
The policy for selection of directors and determining director's
independence, and the remuneration policy for directors, key managerial personnel &
other employees can be accessed at our website at www. jbmgroup.com/investors.
(xiii) Particulars of Loans, Guarantees and Investments
Particulars of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 as at the end of FY23 have been disclosed in notes to the
financial statements.
13. PERFORMANCE EVALUATION
Pursuant to the provisions of the Act, Regulation 17(10) of Listing
Regulations and the "Guidance Note on Board Evaluation" issued by SEBI on 5th
January,
2017, the Board has carried out the annual performance evaluation of
its own performance, Directors' individually as well as evaluation of its Committees.
The evaluation criteria, inter-alia, covered various aspects of the Board functioning
including its composition, attendance of
Directors, participation levels, bringing specialized knowledge for
decision making, smooth functioning of the Board and effective decision making.
The performance of individual Director was evaluated on parameters such
as level of engagement and contribution, independence of judgment and safeguarding the
interest of the Company, etc. The Directors expressed their satisfaction towards the
evaluation process.
14. REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
The remuneration paid to the directors is in accordance with the
Nomination & Remuneration Policy formulated in accordance with Section 178 of the Act
and Regulation 19 of Listing Regulations.
The Company's policy relating to remuneration of directors, key
managerial personnel and other employees are can be accessed at our website at www.
jbmgroup.com/investors.
15. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
The Statutory Auditors, Secretarial Auditors, Cost Auditors and
Internal Auditors of the Company have not reported any frauds to the Audit Committee or to
the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules
made during the period under review.
16. CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under Listing Regulations. A separate
section on Corporate Governance, forming a part of this Annual Report and requisite
certificate Mr. Dhananjay Shukla, Practicing Company Secretary (CP No. 8271) confirming
compliance with conditions of Corporate Governance is attached to the report on Corporate
Governance.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Listing Regulations, the Management
Discussion and Analysis report is given separately and forming part of
this Annual Report.
18. INSIDER TRADING POLICY
During the year under review, the Company reviewed compliance with the
provisions of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015
with respect to "Institutional Mechanism for Prevention of Insider trading" and
found the systems for internal control are adequate and are operating effectively, in
accordance with the amendments to the applicable provisions of SEBI (Prohibition of
Insider Trading) Regulations, 2015. The Policy is available on the website of the Company
at www.jbmgroup.com/investors.
19. RISK MANAGEMENT
Pursuant to Regulation 21 of Listing Regulations, the Company has a
Risk Management Committee, the details of which are given in the Corporate Governance
Report. The Company has a Risk Management Policy and identified risks and taken
appropriate steps for their mitigation. For more details, please refer to the Corporate
Governance Report.
20. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY
The Code of Conduct for Senior Management and Employees of your Company
(the Code) commits Management to financial and accounting policies, systems and processes.
The Risk Management Policy and the Code stand widely communicated across your
Company at all times.
Your Company uses SAP ERP systems as a business enabler and to maintain
its books of account. The transactional controls built into the SAP ERP systems ensure
appropriate segregation of duties, appropriate level of approval mechanisms and
maintenance of supporting records. The systems, standard operating procedures and controls
are reviewed by management. These systems and controls are audited by Internal Auditor and
their findings and recommendations are reviewed by the Audit Committee which ensures the
implementation.
Based on the results of such assessments carried out by management, no
reportable material weakness or significant internal financial controls was observed
Internal financial controls also have been discussed under the head CEO/CFO
Certification' in the Corporate Governance Report.
21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting the highest standards of professionalism,
honesty, integrity and ethical behavior. The Company has a vigil mechanism through its
Whistle Blower Policy approved and adopted by Board of Directors of the Company in
compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing
Regulations. The mechanism covers any instances of financial or irregularities, breach of
code of conduct, abuse of authority, disclosure of financial/ price sensitive information,
unethical/ unfair actions concerning Company vendors/ suppliers, mala-fide manipulation of
Company records, discrimination to the Code of
Conduct in an anonymous manner.
The Policy also provides protection to the employees and business
associates who report unethical practices and irregularities. Any incidents that are
reported are investigated and suitable action is taken in line with the Whistle Blower
Policy.
The Whistle Blower Policy of the Company can be accessed at website of
the Company at www.jbmgroup. com/investors.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act') and the rules framed
thereunder. Internal Committees have been set up to redress complaints received regarding
sexual harassment. To build awareness in this area, the Company has been conducting
induction / refresher programmes in the organization on a continuous basis. During the
year under review, no complaint of sexual harassment was received by the Company and the
policy is available on www.jbmgroup.com/investors.
23. MEETINGS OF INDEPENDENT DIRECTORS
The Independent Directors of your Company met on 25th March, 2023
without the presence of the Non-
Independentdeficiencies Directorsin theordesign or any otheroperation
Managementof Personnel. The Meeting was conducted in an informal and flexible
manner to enable the Independent
Directors to discuss matters pertaining to, inter-alia, review of
performance of Non-Independent Directors and the Board as a whole, review the performance
of the Chairman of the Company (taking into account the views of the Executive and
Non-Executive Directors), review the performance of the Company, assess the quality,
quantity and timeliness of flow between the Company Management and the Board that is
necessary for the Board to effectively perform their duties. The meeting was attended by
the Independent Directors only.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the year under review, no significant orders were passed by the
Regulators or Courts or
Tribunals which impact the going concern status and Company's
operations in future.
25. PUBLIC DEPOSITS
During the year under review, your Company did not accept any public
deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of
principal or interest on public deposits was outstanding as of 31st March, 2023.
26. EMPLOYEES STOCK OPTION PLANS/ SCHEMES
No Employee Stock Options were granted to the Directors or Employees of
the Company during the financial year ended on 31st March, 2023.
27. PARTICULARS OF EMPLOYEES
In terms of the provisions of 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, a statement showing the names and other
particulars of the employees drawing remuneration in excess of the limits set out in the
said rules are form part of the Annual Report.
Disclosures 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 are form part of this
Annual Report.
However, as per second proviso to Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection at the
registered office of the Company during working hours and any member interested in
obtaining a copy of such information may write to the Company Secretary
& Compliance Officer of the Company at the registered office of the
Company and the same will be furnished without any fee.
28. INDUSTRIAL RELATIONS
Your Company's focus continues towards propagating proactive and
employee centric practices. The transformational work culture initiative, which aims to
create an engaged workforce with an innovative, productive and competitive shop-floor
ecosystem, continues to grow in strength. In order to develop skills and foster
togetherness at the workplace, your Company rolled out multiple training and engagement
programs covering a wide range of topics, viz. positive attitude, stress management,
creativity, team effectiveness, safety and environment, quality tools, skill building
programs, customer focus, and Code of Conduct.
Significant awareness on health and wellness of employees through
annual medical check-ups, health awareness activities and online yoga sessions. practices,
Proactive and employee-centric shop floor a focus on transparent communication of business
goals, an effective concern resolution mechanism, and most valuablea assets of the
Company, are the cornerstones of your
Company's employee relations approach. The industrial relations
scenario continued to be positive across all manufacturing locations.
29. AWARDS & RECOGNITIONS
During the year, the Company had received various awards and
recognitions, which have been described in Management Discussion and Analysis Report,
forming part of this Annual Report.
30. Business Responsibility and Sustainability Report
A detailed Business Responsibility and Sustainability Report
(BRSR') on initiatives taken from an environmental, social and governance
perspective, in the prescribed format is forming part of this Annual Report.
31. OTHER STATUTORY DISCLOSURES FOR THE PERIOD UNDER REVIEW a. No
equity shares were issued with differential rights as to dividend, voting or otherwise. b.
No Sweat Equity shares were issued. c. No employee stock options were issued. d. No
application has been made and/ or no proceeding are pending during the financial year
2022-23 under Insolvency and Bankruptcy Code, 2016. e. During the year under review, the
Company has not entered in any one-time settlement with any of the Banks/ Financial
Institutions and therefore, the relevant disclosures are not applicable to the Company. f.
There were no outstanding material litigations as on 31st March, 2023. Details of
Statutory dues/tax matters are disclosed in the financial statements. g. The shares of the
Company have not been suspended from trading in any of the Stock Exchanges.
APPRECIATION
The Board of Directors would like to express their sincere appreciation
for assistance and co-operation received from vendors and stakeholders, including
financial institutions, emphasis was also laid towards raising banks, Central and State
Government authorities, customers and other business associates, who continued to extend
their valuable support during the year under review.
For and on behalf of the Board of Directors of
JBM Auto Limited
Nishant Arya
Vice Chairman & Managing Director DIN: 00004954
|
Dhiraj Mohan |
Place: Gurugram |
Whole Time Director |
Date: 31st July, 2023 |
DIN: 07224934 |