Your Directors hereby submit the 37th Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended 31st March, 2024.
1. FINANCIAL HIGHLIGHTS -STANDALONE & CONSOLIDATED:
The highlights of the standalone and consolidated financial statements of your Company for the year ended 31st March, 2024 along with the previous year's figures are given as under:
' In Crore
| |
Standalone
|
Consolidated
|
|
Particulars
|
FY 2024
|
FY 2023
|
FY 2024
|
FY 2023
|
|
Total Income
|
2295.86
|
2345.48
|
2295.86
|
2345.48
|
|
Earnings before interest, depreciation, tax and amortization (EBIDTA)
|
170.26
|
174.57
|
170.26
|
174.57
|
|
Finance Cost
|
39.56
|
36.83
|
39.56
|
36.83
|
|
Depreciation
|
84.33
|
80.07
|
84.33
|
80.07
|
|
Profit for the period before share of profit of joint venture
|
46.37
|
57.67
|
46.37
|
57.67
|
|
Share of profit of joint venture
|
-
|
-
|
1.18
|
0.82
|
|
Profit Before Tax
|
46.37
|
57.67
|
47.55
|
58.49
|
|
Tax Expense
|
15.01
|
20.31
|
15.34
|
20.59
|
|
Profit after Tax
|
31.36
|
37.36
|
32.21
|
37.90
|
|
Retained Earnings:
|
|
Balance at the beginning of the Year
|
457.15
|
424.97
|
458.59
|
425.89
|
|
Profit for the Year
|
31.36
|
37.36
|
32.21
|
37.90
|
|
Other Comprehensive Income arising from remeasurement of defined benefit Obligation
|
(0.37)
|
0.22
|
(0.36)
|
0.21
|
|
Payment of dividend on equity shares
|
(7.58)
|
(5.41)
|
(7.58)
|
(5.41)
|
|
Balance at the end of the year
|
480.56
|
457.15
|
482.87
|
458.59
|
Note: the above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS)
On standalone basis, Company recorded total Income of Rs.2295.86 Crores during the financial year 2023-24 as compared to Rs.2345.48 Crores in the previous year which is a decrease of 2.12%. The EBIDTA of the Company is Rs.170.26 Crores as compared to Rs.174.57 Crores which is a decline of 2.47%. The Profit Before Tax for the financial year 2023-24 amounts to Rs.46.37 Crores as against Rs.57.67 Crores for the previous year, which is a decrease of 19.59 %. The profit after tax for the financial year 2023-24 was Rs.31.36 Crores as compared to Rs.37.36 Crores in the previous year, which is a decline of 16.06%.
On consolidated basis, Company recorded total Profit Before Tax for the financial year 2023-24 of Rs.47.55 Crores as against Rs.58.49 Crores for the previous year, which is a decline of 18.70%. The profit after tax for the financial year 2023-24 was Rs.32.21 Crores as compared to Rs.37.90 Crores in the previous year, showing a decline of 15.01%. The net cash accrual was a healthy Rs.122.60 Crores during the financial year 2023-24.
During the year, the tool room (including resale tooling) turnover of the Company has gone down from previous year, which has resulted into decrease in turnover & also profitability as tooling has better margin compared to components.
2. CHANGE IN THE NATURE OF BUSINESS:
During the Financial Year ended 2023-24, there was no change in the nature of business of the Company.
3. DIVIDEND AND APPROPRIATION:
Dividend
Your Directors are pleased to maintain & recommend a final dividend of Rs. 0.70 per equity share i.e 35% for the financial year ended March 31, 2024, subject to approval of the shareholders in ensuing Annual General Meeting and will be paid to members whose name appears in the Register of Members as on Thursday, September 05, 2024, through online transfer to those shareholders who have updated their bank account details.
Further, the Shareholders holding shares in physical form and the shareholders who have not updated their bank account details may kindly note that SEBI, vide its various circulars has mandated that dividend shall be paid only through electronic mode with effect from 1st April, 2024. Hence the Shareholders are requested to update their details with Company/RTA by submitting requisite forms which are available on website of the Company viz. https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/forms-for-registering-updating-the-kyc-details/.
The Board has recommended this dividend based on the parameters laid down in the Dividend Distribution Policy of the Company and it will be paid out of the profits of financial year 2023-24.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
Book Closure and Record Date
The Register of Members and Share Transfer Books of the Company will be closed from Friday, September 06, 2024 to Thursday, September 12, 2024 (both days inclusive) and the Company has fixed September 05, 2024 as the "Record Date" for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2024.
4. TRANSFER TO GENERAL RESERVE:
The Board of Directors of the Company do not propose to transfer any amount to reserves other than transfer of undistributed profits to surplus in statement of Profit & Loss.
5. NEW PLANTS AT KHARKHODA, SONIPAT, HARYANA AND SMG SUPPLIER PARK, GUJARAT:
Kharkhoda Plant, Sonipat, Haryana
The company had been allotted land by Maruti Suzuki India Ltd (MSIL) at its Suppliers' Park in Kharkhoda, Sonipat for setting up a new manufacturing facility to meet their requirements. The land is measuring 6.14 acres and is setting up a new Press Shop and Weld Shop facilities at this location.
The construction work had already begun, and the Weld Shop facility is in the advanced stage of completion. MSIL has plans to produce 1 million vehicles from this facility by 2030. The foundation stone of the plant was laid down by H. Takeuchi San, Managing Director and CEO of Maruti Suzuki India Ltd along with Mr S.K. Arya Chairman of Jay Bharat Maruti Ltd and the other Senior Management Team of MSIL.
Further, the new plant will be of world class level where press shop and assembly shop with more focus on automation and implementing lean manufacturing practices
The company will be using Smart factory solution to improve its functioning.
Suzuki Suppliers' Part at Gujarat
The company is also setting up a new plant at Suzuki Suppliers' Park at Gujarat.
The company has been allotted land by Suzuki Motor Corporation /Maruti Suzuki India Ltd on long term lease basis and will be setting up a new Weld Shop/Assembly Shop at this location to cater to the SMC requirements of its First EV Model. The Foundation Stone laying ceremony held on September 20, 2023 and the plant is near completion.
The supplies to MSIL are expected to start from the month of October 2024 as per MSIL requirement. The Weld Shop has 100% Robotization with world class process.
The company can cater to 1 million vehicles volume from this plant.
The total investment for both the plants is to the tune of Rs.300 crores. The Company will be setting up world class press shop and assembly shop with more focus on automation and implementing lean manufacturing practices.
6. SHARE CAPITAL:
With an intent to increase the trading liquidity and giving an opportunity to more potential investors to buy the shares of the Company at an affordable price point, the Company has Sub-divided/Split its existing Equity Shares having face value of Rs.5/- (Rupees Five only) each fully paid-up into Equity Shares having face value of Rs.2/- (Rupees Two only) each fully paid-up ranking pari passu in all respects w.e.f. October 26, 2023.
Your Company's Authorized Share Capital as on the date of this report is Rs.30,00,00,000 divided into 13,50,00,000 Equity Shares of Rs. 2/- (Rupees Two only) each and 30,00,000 Preference Shares of Rs. 10/- (Rupees Ten only) each.
The Issued, Subscribed & Paid up Share Capital as on the date of this report is Rs.21,65,00,000 Divided into 10,82,50,000 Equity Shares of Rs. 2/- (Rupees Two only) each.
7. SHIFTING OF REGISTERED OFFICE FROM DELHI TO HARYANA:
To carry on the business of the Company more economically, efficiently and with better operational ease as major plants of the Company are situated in Haryana and most of the supplies of the Company are made to Maruti Suzuki India Limited at Haryana location, the Board of Directors of your Company in its meeting held on August 08, 2023, approved the shifting of Registered Office of the Company from the NCT, Delhi to the State of Haryana and shareholders of the Company at Annual General Meeting held on September 16, 2023 accorded their approval for the same.
Further, the Regional Director (Northern Region), Ministry of Corporate Affairs, New Delhi vide its order dated June 19, 2024 approved the shifting of Registered Office of the Company from 601, Hemkunt Chamber, 89 Nehru Place, New Delhi- 110019 to Plot No. 5, MSIL Joint Venture Complex, Gurgaon, Haryana-122015. We are in the process of seeking requisite approval for the same.
8. DETAIL OF SUBSIDIARIES, JOINT VENTURES/ ASSOCIATES:
Your Company's Joint Venture Company, M/s. JBM Ogihara Die Tech Pvt. Ltd. (JODT) with M/s Ogihara Thailand & Co. has completed 4 years of successful operations and is growing from strength to strength in terms of capability enhancement and capacity utilization. During last year, it has achieved a first-in-class milestone of building body side outer dies in India, in addition to consolidating its portfolio of dies for skin parts, ultra high strength steel parts and critical structural parts for various automotive OEM's and Tier 1 Companies in India.
Pursuant to provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, a separate statement containing highlight of performance of the Joint Venture Company in the prescribed form AOC-1 forms part of the Financial Statements.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of Joint Ventures/Associates are available on the Company's website at www.jbmgroup.com
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of the Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis report is given separately and forms part of this Annual Report as Annexure- A.
10. CREDIT RATING:
The Company's sound financial management and its ability to service financial obligations in a timely manner, has been affirmed by the credit rating agency ICRA with long-term instrument rated as ICRA A and short-term instrument rated as ICRA A1.
11. DEPOSITORY SYSTEM:
The shares of the Company are in Dematerialized form with both the Depository Systems in India - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
As on March 31, 2024, out of 10,82,50,000 Equity Shares 10,70,84,244 Equity Shares of the Company are in dematerialized form and available for trading on both the Stock Exchanges i.e. Bombay Stock Exchange Limited, National Stock Exchange Limited. The equity shares of the Company are also listed on Calcutta Stock Exchange.
Further, in terms of the Listing Regulations, as amended from time to time, all requests for transfer, transmission, transposition, issue
of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, subdivision/ splitting of securities certificate and consolidation of securities certificates/folios will be processed and mandatorily a letter of confirmation will be issued, which needs to be submitted to Depository Participant to get credit of these securities in dematerialized form. Shareholders desirous of using these services are requested to contact MCS Share Transfer Agent Limited, Registrar and Transfer Agents (RTA) of the Company, the contact details of RTA are available on the website of the Company.
12. QUALITY:
Your Company has implemented International Quality Management System based on the requirement of IATF 16949:2016. The Company has established, implemented and is maintaining an Information Security Management System as per ISO-14001:2015 through periodic audits by the American Systems Registrar (USA). Periodical Internal assessments for compliance is also done by senior Plant teams and certified Internal Auditors.
All Plants of the Company completed EHS certification cycle for ISO 14001 and ISO 45001 without any major non- conformity.
13. RESEARCH & DEVELOPMENT:
Your Company is continuously evolving and working on technological enhancement in its operations, improving its process efficiency and also diversifying its product portfolio. The Company has implemented digitization by using AI. The Company has filed two application for patent registration with Controller General of Patents, Designs & Trademarks, out of this one application has already been accepted and published and the second application is under registration process.
14. HUMAN RESOURCES:
Your Company firmly believes that employees are its greatest asset. The focus of the Human Resources (HR) strategy is to foster the growth of the Company and achieve the Management vision, mission and goals through talent fulfillment, capability building in emerging technologies and creating internal talent pipeline.
Your Company has remained committed towards turning every potential opportunity into touchstones and beyond standardization, accelerated by digital technology adoption and Winds of Change, traditions are giving way to unconventional approaches.
We have adopted and implemented a Learning & Organizational Development Framework, including Management Development Programs, Train the Trainer and Supervisor Programs, and customized programs. The People Capability Maturity Model (PCMM) framework strengthens organizational culture, employee engagement, and leadership excellence. An e-learning platform offers flexible learning opportunities.
We have engaged our employees through monthly learning and development calendars based on 50 Growth Engines covering all the employees across the group. Trainings on Organization Thrust Areas, Whistle Blower Policy, POSH, ISQ and SANKALP Siddhi etc. developed internal trainers through capacity building program called TTT. MDP (Management Development Programs), SDP (Supervisory Development Program), & TTT (Train the Trainer) program were strengthened with the commitment of making future ready workforce.
Additionally, the E- Know your policy module educates employees about Company rules, regulations, social securities, performance management and ESG practices, promoting transparency, employee satisfaction, compliance, sustainability and ethical conduct.
Your Company also successfully implemented Sankalp Siddhi 3.0, a Chairman-driven initiative promoting organizational and individual growth through the "Wheel of Life" approach, fostering discipline, accountability and positivity.
The Company's commitment to excellence in employee relations was recognised as the 'Progressive Place To Work' Award was conferred on it by ET Now.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Directors
The Composition of Board of Directors is in conformity with the applicable provisions of the Act and the Listing Regulations.
During the period under review, Mr. Achintya Karati (DIN: 00024412) & Mr. Dharmpal Agarwal (DIN: 00084105) ceased to be Independent Director of the Company w.e.f. March 31, 2024 on account of completion of their tenure. The Board places on record its appreciation for the guidance and support provided by Mr. Achintya Karati & Mr. Dharmpal Agarwal during their tenure with the Company.
Further during the period under the review:
• The BOD at its meeting held on April 29, 2021, has re-appointed Mr. S.K. Arya (DIN:00004626) as Chairman cum Managing Director for a period of five years from June 10, 2021 till June 09, 2024. Since Mr. S.K. Arya has completed his term as Chairman cum Managing Director of the Company on June 09, 2024, However Mr. S.K. Arya requested to step down as Managing Director of the Company & to continue as non-executive Chairman of the Company. Your Board of Directors on the recommendation of Nomination and Remuneration Committee has appointed him as Chairman cum Non-Executive Director w.e.f. April 01, 2024. The re-appointment was approved by the shareholders of the Company by way of Postal Ballot dated June 22, 2024.
• The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee has appointed Mr. Shekar Viswanathan (DIN: 01202587) as Additional & Independent Director of the Company for a term of 5 (five) years w.e.f April 01, 2024 to March 31, 2029. The appointment was regularized as Independent Director by the Members of the Company through Postal Ballot dated June 22, 2024.
• Your Company at the 32nd Annual General Meeting held on September 14, 2019, had appointed Ms. Pravin Tripathi (DIN: 06913463) as Independent Director of the Company for a period of 5 (five) consecutive years for a term upto July 09, 2024. Since Ms. Pravin Tripathi has completed her initial term as Independent Director of the Company on July 09, 2024, your Board of Directors on the recommendation of Nomination and Remuneration Committee has re-appointed Ms. Pravin Tripathi (DIN: 06913463) as Independent Director of the Company for a second term of 5 (five) years w.e.f. July 10, 2024 to July 09, 2029. The re-appointment was approved by the Members of the Company through Postal Ballot dated June 22, 2024.
• Your Company at meeting of the Board of Directors held on April 29, 2021, had appointed Mr. Anand Swaroop (DIN: 00004816) as Whole Time Director for a period of 3 Years from June 01, 2021 till May 31, 2024. Since the tenure of Mr. Anand Swaroop was completed on May 31, 2024, your Board of Directors on the recommendation of Nomination and Remuneration Committee has re-appointed him as Whole-Time Director designated as Executive Director & CFO for a further period of 3 (three) years w.e.f. April 01, 2024 till March 31, 2027. The re appointment was approved by the Members of the Company through Postal Ballot dated June 22, 2024.
• Your Company on meeting of the Board of Directors held on July 13, 2015, had appointed Mr. Rajiv Gandhi (DIN: 07231734) as Nominee Director (as Non - Executive Director, not liable to retire by rotation), of Maruti Suzuki India Limited, a joint venture partner of the Company.
In terms of Regulation 17(1D) of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023, with effect from April 1, 2024, the continuation of a director serving on the Board of a listed Company shall be subject to the approval of the shareholders at a general meeting at least once in every five years from the date of their appointment or reappointment, as the case may be. In view of the same, approval of shareholders of the Company was obtained via Postal Ballot dated June 22, 2024 for continuation of Mr. Rajiv Gandhi (DIN:07231734) as Nominee Director (Non-Executive Director), not liable to retire by rotation, on the Board of the Company.
In accordance with the Articles of Association of the Company and Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Nishant Arya (DIN: 00004954) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
The Board is of the opinion that Mr. Nishant Arya possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company. Hence, Board of Directors recommend the re-appointment of Mr. Nishant Arya at the ensuing Annual General Meeting.
Brief resume and other requisite details of Directors proposed to be appointed/reappointed as a Director has been provided in Notice of the ensuing Annual General Meeting.
During the period under review, none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other Statutory authority.
Key Managerial Personnel:
As on March 31,2024, Mr. S. K. Arya, Chairman and Managing Director of the Company, Mr. Anand Swaroop, Whole-time Director and Chief Financial Officer and Mr. Ravi Arora, Company Secretary were the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mr. S.K.Arya has been appointed as Chairman in the capacity of Non-Executive Director w.e.f. 1st April, 2024.
Further, the Board of Directors, at their meeting held on May 13, 2024 was informed about the resignation of Mr. Ravi Arora from the post of Company Secretary and Compliance officer of the Company with effect from 15th June, 2024. The Board placed on record its
appreciation for the dedicated services and contribution made by Mr. Ravi Arora during his tenure with the Company.
The Company has appointed Ms. Shubha Singh (Membership No. A16735) as the Company Secretary and Compliance officer of the Company with effect from August 03, 2024.
16. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and based on recommendation and compliance certificate received from the operating management and after enquiry, pursuant to Section 134(5) of the Act confirms that:
(a) In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
(b) Such accounting policies have been selected and applied consistently and judgements and estimates are made which 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, 2024 and of the profit or loss of the Company for the financial year ended on that date;
(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The financial statements for the financial year ended 31st March, 2024 have been prepared on a 'going concern' basis;
(e) Proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and
(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
17. BOARD MEETINGS AND ANNUAL GENERAL MEETING:
During the financial year 2023-24, Board of Directors met 4 (four) times i.e. May 10, 2023, August 08, 2023, November 04, 2023 and February 14, 2024. Detailed information regarding the Board Meetings along with the attendance of Directors are provided in Corporate Governance forming part of this Annual Report.
Further, it is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Companies Act, 2013.
The 36th Annual General Meeting (AGM) of the Company was held on 16th September, 2023 through VC/OAVM in compliance with relevant relaxations issued by Ministry of Corporate Affairs and Securities Exchange Board of India, from time to time.
18. COMMITTEES OF THE BOARD:
The Committees of the Board focus on certain specific areas and make well informed decisions in line with the delegated authority and their terms of reference. The following Committees constituted by the Board function according to their respective roles and defined scope:
• Audit Committee;
• Nomination and Remuneration Committee;
• Corporate Social Responsibility Committee;
• Stakeholders' Relationship Committee; and
• Risk Management and Sustainability 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 a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board of Directors.
Further during the period under review the names of Corporate Social Responsibility & Sustainability Committee and Risk Management Committee was changed to Corporate Social Responsibility Committees and Risk Management & Sustainability Committee respectively in compliance with Listing Regulations.
19. DEPOSITS:
During the financial year under review, the Company has neither accepted nor renewed any Deposit that falls within purview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
20. CORPORATE GOVERNANCE:
A Report on Corporate Governance for the financial year ended 31st March, 2024 along with a certificate thereon from Ms. Sunita Mathur, (FCS 1743), a Practicing Company Secretary, regarding compliance of the conditions of corporate governance under Listing Regulations forms part of this Annual Report as Annexure-B.
21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
Pursuant to regulation 34(2)(f) of Listing Regulations, it has been mandated for the top one thousand Companies based on market capitalization as on March 31 of every financial year to prepare (BRSR) report for that financial year. BRSR is a framework for Companies to report their social, environmental and governance impact on society.
It enables Companies to be transparent and accountable about their sustainable practices and contribute to the sustainable development of the economy and it also promotes transparent and standardized disclosures on ESG parameters and sustainability related risks and opportunities for listed Companies in India.
The Board of Directors of the Company in its Meeting held on February 14, 2024, changed the name of its Risk Management Committee ("RMC") to Risk Management and Sustainability Committee ("RMSC") and defined its additional terms of reference to ensure the effective and efficient implementation of Business Responsibility and Sustainability activities in the Company.
A detailed BRSR on initiatives taken by the Company from an environmental, social and governance perspective, is available as a separate section of the Annual Report in the prescribed format as Annexure-C and is also available on the Company's website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/annual-reports.
22. ANNUAL RETURN:
In accordance with Section 92(3) read with Section 134 (3) of the Act, the Annual Return for financial year 2023-24 is available on the Company's website at www.jbmgroup.com.
23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism and formulated Whistle Blower Policy for Directors, employees and other persons concerned to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics, in accordance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail of the mechanism.
Audit committee oversees the implementation of vigil mechanism and provides adequate safeguards against unfair treatment to the whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in appropriate/ exceptional cases.
During the financial year, no complaint was received and hence none was pending as on March 31, 2024 under the Vigil Mechanism. No person was denied access to the Audit Committee under discussion.
The Whistle Blower Policy is available on the Company's website.
24. PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, COMMITTEES AND BOARD AS A WHOLE
Pursuant to the provisions of the Section 134(3) of the Act, Regulation 17(10) of Listing Regulations and the Guidance Note on Board Evaluation issued by the SEBI dated January 05, 2017, the Board has carried out the annual performance evaluation of individual Directors, its Committees and Board as a whole. 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 judgement and safeguarding the interest of the Company etc. The Directors expressed their satisfaction with the evaluation process.
Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of Committee Charter, updation to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.
As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board, excluding the Director being evaluated.
The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board.
25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to the provisions of Regulation 25 of Listing Regulations, the Board has adopted a Familiarization Programme for Independent Directors as a part of their induction and to increase their understanding and knowledge w.r.t. Company.
The Board of Directors of the Company are updated on changes/ developments in the domestic/ global corporate and industry scenario including those pertaining to statutes/ legislations & economic environment and on matters affecting the Company, to enable them to take well informed and timely decisions.
Any Director who joins the Board is presented with a brief background of the Company, its operations and is informed of the important Policies of the Company including the Code of Conduct for Directors and Senior Management and Code of Conduct for Prevention of Insider Trading of the Company. The Independent Directors are also provided with regular updates in the Board Meetings on relevant Statutory changes to ensure that they remain up to date on the Compliance framework.
The details of the Familiarization Programme imparted to Independent Directors during the year and cumulative basis till date is also made available on the website of the Company at www.jbmgroup.com
26. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES:
Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II Listing Regulations, the Company has formulated the Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and other Employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act.
Salient features of Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other Employees has been disclosed in Report on Corporate Governance, which is a part of this Report. The detailed policy may be accessed from Company's website at the link www.jbmgroup.com
27. DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Board of Directors of the Company had formulated a Dividend Distribution Policy ('the Policy'). The complete Policy document is available on the Company's website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/policies.
28. RISK MANAGEMENT:
Your Company has a well-defined and robust Risk management framework in place for managing and reporting risks. Further, a Risk Management process has been implemented in your Company and is designed to identify, assess, mitigate and frame a response to threats that affect the achievement of its objectives.
To ensure the effectiveness of risk management framework and Risk Management process in the Company, the Board of Directors has formed a Risk Management Committee which is responsible to frame, implement, monitor and review the risk management plan of the Company and ensuring its effectiveness.
Additionally, the Risk Management Committee is responsible for development and implementation of Risk Management Policy for the Company including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The Company also has a 'Business Excellence' department headed by senior member who is responsible for driving enterprising risk management process on ground by identifying key risks, analysis and prioritization of key risks, scrutinizing mitigation actions so that risks are mitigated based on 4T approach i.e. Terminate, Treat, Transfer and/or Tolerate.
The Audit Committee has also given additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through internal audit and mitigating actions are taken on the observations. The Internal audit covers variety key areas which includes fraud risk. The audit is also conducted by insurance company & internal firms.
Details of composition, terms of reference and number of meetings held during the period under review are given in the Report on Corporate Governance, which forms a part of this report.
The Company has Risk Management Policy which can be accessed on Company's website at https://www.jbmgroup.com/investors/ jay-bharat-maruti-ltd/policies.
29. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received requisite declarations from all the Independent Directors in terms of Section 149(7) of the Act and Regulation 25(8) and other applicable Regulations of Listing Regulations the confirmation that they meet the criteria of independence. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.
The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting of prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations.
Further, the Independent Directors have complied with the Code for Independent Directors as 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 proficiency, qualifications, experience and expertise and they hold highest standards of integrity.
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions entered into by the Company with Related Parties were in the ordinary course of business and on arm's length basis during the FY 2023-24.
Related Party Transactions that are foreseen and repetitive in nature are placed before the Audit Committee on yearly basis for obtaining prior omnibus approval of the Committee.
All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company. Such Related Party Transactions are subject to independent review by an external reputed accounting firm (EY) to confirm & validate the Related Party Transactions that these are at arm's length price and in ordinary course of business as per transfer pricing rules.
During the period, there were no materially significant related party transactions entered into, by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict of interest for the Company at large.
The detailed particulars of contracts or arrangements/ transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 attached to this report as Annexure-D. Further, in accordance with Ind AS-24, detailed information on the Related Party Transactions are given under Notes to the Standalone Financial Statements.
The Policy on 'materiality of and dealing with related party transactions', as approved by the Board may be accessed on the Company's website at: www.jbmgroup.com
31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Particulars of Loans, guarantees and investments covered under Section 186 of the Act are provided in Notes to the Standalone Financial Statements.
32. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is in compliance with all the Secretarial Standards issued by the Institute of Company Secretaries of India. The Company ensures that proper systems are in place for the compliance and such systems are adequate and operate effectively.
33. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE Company:
No material changes have been occurred and/ or commitments have been made, during the period between end of the financial year till the date of this report, which may affect the financial position of the Company.
The Company is setting up new manufacturing facilities at IMT Kharkhoda, Sonipat and SMG Suppliers' Park in Gujarat.
34. CORPORATE SOCIAL RESPONSIBILITY:
We firmly believe and are committed:
• towards welfare & sustainable development of the community;
• towards ethical principles, protection of human rights, care for the environment;
• towards improving the quality of life of all stakeholders including the local community and society at large; and
• towards gender equality, women education & empowerment by making of movie on the legacy and heritage of Maharishi Dayanand Saraswati an Indian philosopher, social leader and the "Maker of Modern India"
Under the aegis of Neel Foundation and Arya Samaj, your Company plays a pivotal role in community development with the help of NGOs and social organisations, assisting on agendas of public welfare and environmental concerns.
JBML CSR initiatives:-
• Research on Vedic granths, heritage;
• Research on natural farming;
• Yagyashala & Gaushala
• Setting up old age home;
• Library, Meditation centre, Panchkarma treatment (natural healing cure);
• Collection & distribution of books & clothes etc. to needy;
• Basic education facilities for poor;
• Setting up & operating various educational institutes across India;
• Rennovation and Restoration of old wells.
Other programme includes
• Sahyog- collection, sorting, packing and distribution of clothes, books, toys, shoes, utensils etc. to needy.
• Arya Pratibha Vikas and Vishisth Pratibha Vikas- To groom students to take up Administrative services like IAS, IPS etc.
• Shiksha Kranti- setting up and operating various educational institutions across India, as schools, hostels, balwadi and other awareness camps and workshops & gurukul.
• Youth Awareness- a wide range of campaigns for health and awareness, environment protection, self-defense, yoga and meditation, women health and hygiene.
• Women empowerment- employment generation scheme, loan extension to needy women.
• Skill development- empower students with necessary skills to make them employable or Entrepreneur Mashal- Rehabilitation of alocholics & drug addicts.
The brief outline of the 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-E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.
35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
Your Company has a well-established system of internal controls in place to ensure reliability of financial reporting, orderly and efficient conduct of business, compliance with policies, procedures, safeguarding of assets and economical and efficient use of resources. Appropriate review and control mechanisms are put in place to ensure that such control systems are adequate and operate effectively.
Periodical programs of Internal Audits are planned and conducted which are also aligned with business objectives of the Company. The meetings with Internal Auditors are conducted wherein the status of audits and management reviews are informed to the Board.
Presently, your Company has aligned its current systems of internal financial control with the requirement of the Act. The Company in its continuing efforts for strengthening the Internal Audit function, to ensure wide coverage, timely implementation of Audit and as
digitization initiative, Company has implemented an internal audit analytics tool from Ernst & Young. Your Company's internal controls are commensurate with its size and the nature of its operations. The Company also undergoes periodic audit by specialized third party like consultants and professionals for business specific compliances and industry benchmarking.
Senior Management reviews the Internal Auditors' Reports for its implementation and effectiveness. The Internal Audit observations and conclusions are regularly placed before the Audit Committee & their guidance is taken for its improved effectiveness. The internal financial control framework design ensures that the financial and other records are reliable for preparing financial and other statements.
36. AUDITORS AND AUDITORS' REPORT:
(A) STATUTORY AUDITOR
M/s GSA & Associates LLP, Chartered Accountants, (Firm Registration No. 00257N/N500339), was appointed in 35th Annual General Meeting as the Statutory Auditors of the Company to hold office until the conclusion of the 40th Annual General Meeting of the Company. They have audited the financial statements of the Company for the financial year under review. The observations of Statutory Auditors in their Report, read with relevant Notes to Accounts are self-explanatory and, therefore do not require further explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark.
(B) SECRETARIAL AUDITOR
Pursuant to provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sunita Mathur (FCS 1743), a Practicing Company Secretary carried out Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report given by the Secretarial Auditors in Form no. MR-3 is annexed as Annexure-F and forms an integral part of this report. There is no qualification or adverse remark in the report.
Further, the Board of Directors in its meeting held on May 13, 2024 appointed Ms. Sunita Mathur as Secretarial Auditor for the financial year 2024-25.
(C) INTERNAL AUDITOR
M/s Sahni Natarajan and Bahl, Chartered Accountants have carried out the Internal Audit of the Company for the financial year 2023-24.
Further, the Board of Directors in its meeting held on May 13, 2024 appointed M/s Sahni Natarajan and Bahl, Chartered Accountants as Internal Auditor for the financial year 2024-25. The Company also has an efficient in-house internal Audit department.
(D) REPORTING OF FRAUDS BY THE AUDITOR
During the financial year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, which need to be disclosed in this Board's Report.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Your Company continues its efforts to reduce energy consumption in its plants & offices. The manufacturing units are constantly encouraged to improve operational activities and maximizing production volumes and minimizing consumption of natural resources. Systems and processes have been put in place for utilization and monitoring of energy consumption for all the units. The Company has no direct exports. However, the components supplied by the Company to its customer are used in 'Export Vehicles'.
A detailed disclosure relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 134(3)(m) of the Act, are provided in Annexure-G to this report.
38. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years from the date of transfer to Unclaimed/Unpaid Dividend Account.
Accordingly, unpaid or unclaimed dividend amounting to Rs. 6,07,654/- which was unpaid/ unclaimed for consecutive period of seven years was transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of the Act and rules made thereunder. The details of the consolidated unclaimed/unpaid dividend as required by the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") for all the unclaimed/ unpaid
dividend accounts outstanding (drawn up to the date of 36th Annual General Meeting on September 16, 2023) have been uploaded on the Company's website. Further, the unclaimed/ unpaid dividend for the financial year 2016-17 is due for transfer to IEPF.
Transfer of Shares underlying Unclaimed/Unpaid Dividend
Pursuant to the provisions of Section 124(6) of the Act read with the Rules, the shares in respect of which Dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more are also required to be transferred to the bank account of IEPF Authority.
Accordingly, Company had transferred 58,825 equity shares on which dividends have not been claimed for seven consecutive years in favor of IEPF authority.
In view of above, concerned Shareholders are requested to kindly claim the Unpaid/ Unclaimed Dividend before transferring the same to IEPF authority. Further in terms of the provisions of Section 124 of the Act read with the Rules, a notice has been sent to the Shareholders individually and also published in Newspaper, inviting the attention of the Shareholders to claim their Dividends.
39. PREVENTION OF INSIDER TRADING:
Provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 mandates the Company to formulate a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information and Code of Conduct for Regulating, Monitoring and Reporting of Trading of Shares by Insiders.
Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of Un-Published Price Sensitive Information and the Code of Conduct for Regulating, Monitoring and Reporting of trading of Shares by Insiders in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("Regulation"). The objective of these Codes is to prevent misuse of Unpublished Price Sensitive Information ("UPSI") by Designated Persons and their immediate relatives. The Board has also formulated and adopted a Policy on Determination of Legitimate Purpose as per the provisions of these Regulations.
Further, the Company has also put in place adequate & effective system of internal controls and standard processes to ensure compliance with the requirements given under these regulations for prevention of insider trading.
The said Codes are uploaded on the website of the Company.
40. 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 at Workplace in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company's office premises or women service providers are covered under this said Policy. All employees are treated with dignity with a view to maintain a safe work environment, free of sexual harassment whether physical, verbal or psychological.
The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors further state that during the financial year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
41. CODE OF CONDUCT:
Pursuant to the Regulation 17(5) of Listing Regulations, the Board of Directors of the Company has formulated and adopted Code of Conduct ('the Code') for members of Board of Directors and Senior Management. The Code gives guidance on adherence to ethical conduct of business and compliance of law, which, inter-alia, includes the duties of independent directors as laid down in the Companies Act, 2013. The aforesaid code is also available on the Company's website at www.jbmgroup.com.
In terms of the Regulation 26(3) of Listing Regulations, all the Board Members and the Senior Management personnel have affirmed the compliance with the Code for the financial year 2023-24. A declaration to this effect, signed by the Executive Director & CFO forms part of the Corporate Governance Report.
42. AWARDS & ACCOLADES:
Your Company has been continuously recognized its customers and various esteemed forums:
• MSVC - MSIL Vendor conference Award & MSIL Seminar:
- On Yield Improvement
- On Product Development
- On Quick Response for market feedback resolution
• Government recognition:
- Certificate of Appreciation from RDSDE NCR for adherence to Apprenticeship
- Longest accident free days from state government of Haryana to J1 & J3.
• GBE Kaizen Competition Award 23-24:
- TIP alignment checked process converted from manual to Automatic
- FR machine interlocking with safety Shoes to Avoid Unsafe Act on shop floor
- Digitization of HMI and PLC for editing & modification
• GBE LEAP Competition Award on Power Saving KWH/Lac through air leakage reduction.
• Top 5 Scorer in Health & Safety performance in GBE Safety Score Rating
• JBML won total 28 awards in FY 23-24 from external agencies - ACMA/CII/QCFI
43. PARTICULARS OF EMPLOYEES:
Disclosure pertaining to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are required to be provided in Annual Report.
However, in terms of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and the aforesaid information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Further, any member interested in obtaining such information may write to the Company Secretary.
44. PERSONNEL:
As on March 31, 2024, total workforce of your Company was 4291.
Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support have enabled the Company to achieve new milestones on a continual basis.
45. GREEN INITIATIVES:
In compliance with MCA General Circular No. 09/2023 dated September 25, 2023 read with, No. 10/2022 dated December 28, 2022, 02/2022 dated May 05, 2022 and circular number 20/2020 dated, May 5, 2020, issued by the Ministry of Corporate Affairs, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 are also available on the Company's website at www.jbmgroup.com and on the websites of Stock Exchanges i.e. BSE Limited, National Stock Exchange of India Limited and Calcutta Sock Exchange at www.bseindia.comwww.nseindia.com and www.cse-india.com respectively.
46. GENERAL:
Your Directors state that no disclosure or reporting is required to be made in respect of following matters as no such transactions/ events took place during the period under review:
• The Company had not issued equity shares with differential rights as to dividend, voting or otherwise.
• The Company had not issued shares (including sweat equity shares) to its employees under any scheme.
• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trust for the benefit of employees.
• The Managing Director has not received any remuneration or commission from any of the Company's subsidiaries.
• No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
• As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2023-24.
• During the financial year under review, the Company has not entered into any one time settlement with any of the Banks/Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.
• The maintenance of Cost records has not been specified by the Central Government under subsection (1) of section 148 of the Act for the business activities carried out by the Company. Cost Audit under Companies (Cost Records and Audit) Rules, 2014 is not applicable on the Company.
Further, your Company had passed a Special Resolution for enabling the Board of Directors for Issuance of securities under Section 42, 62 and 71 of the Act at the 36TH AGM held on September 16, 2023, however, there was no need to access market for raising funds. The said Special Resolution was valid for one year. For exploring alternate funding sources, it is proposed to pass the said resolution again for raising funds through issuance of Securities in terms of Section 42, 62 and 71 of the Act. The same will be placed before the members for their approval at the ensuing AGM.
47. ACKNOWLEDGEMENT:
Your Directors acknowledge the continued assistance, guidance and co-operation received from Maruti Suzuki India Limited, Suzuki Motor Corporation, Japan, Suzuki Motor Gujarat Private Limited and all its other TA partners.
Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the Banks, State Government and Central Government authorities, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.
For and on behalf of the Board of Directors
Place: Gurugram S. K. Arya
Date: August 03, 2024 Chairman
DIN:00004626
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