Your Directors have pleasure in presenting the 36th Directors’ Report and Financial Statements for the Financial Year ended on 31st March, 2024.
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FINANCIAL RESULTS:
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(? in
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PARTICULARS
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2023-2024
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2022-2023
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Revenue from Operations
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30,291.28
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24,669.24
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Other income
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58.28
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79.62
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Total Income
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30,349.56
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24,748.86
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Finance Cost
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595.48
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501.29
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Depreciation
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127.75
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95.18
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Profit/ (Loss) Before Exceptional items and tax
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2,493.64
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1,853.45
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Exceptional Items
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-
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-
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Profit/ (Loss) Before tax
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2,493.64
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1,853.45
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Tax Expenses
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Current Tax
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677.00
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536.11
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Deferred T ax
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47.43
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0.24
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Previous year Taxes
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(71.46)
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20.41
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Net Profit/ (Loss) after Tax
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1,935.52
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1,296.70
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PERFORMANCE REVIEW & STATE OF THE COMPANY AFFAIRS:
Operations:
In the year under review, the Company has posted an ever-highest revenue from operations of ^30,291.28 Lakhs which is 22.78% higher than the revenue from operations of ^24,669.24 Lakhs for the FY 2023. The volume of production got increased from 7,408 Metric Tons in FY 2023 to 9,389 Metric Tons in FY 2024.
The Profit Before Tax (PBT) increased by 34.54% to ?2,493.64 Lakhs for FY 2024 as compared to ^ 1,853.45 Lakhs in FY 2023. Our Profit After Tax (PAT) increased by 49.31% to ^ 1,935.52 Lakhs for FY 2024 as compared to ?1,296.70 Lakhs in FY 2023. '
The operating performance for the year under review was in line with the Company’s business plan to improve revenue and volume. During the year, the Company delivered excellent performance with the ever-highest sales revenue and profit in its vibrant history. Despite challenging macro-economic environment driven by volatile raw material price environment, the Company has reported its highest ever revenue, EBITDA and PAT.
Looking ahead, the company is optimistic about maintaining its growth momentum in the coming fiscal year. With a solid foundation in place, we plan to continue expanding our operational capacities and entering into a new product segment that is High voltage transformers, to further increase revenue.
While we anticipate some challenges due to potential market fluctuations and economic uncertainties, our focus will remain on strengthening our market position and deliver sustained value to our customers and other stakeholders.
The Company is aiming for maximum utilization of our new manufacturing capacity in which, we aim to tap into new market segments, particularly for transformers in 400 kV and 765 kV class. The Company will continue pursuing only profitable growth opportunities ensuring balance sheet health.
Conversion of the Company:
During the financial year 2023-24, the Company was converted from “Private Limited” to “Public Limited”, and the name was changed to “Jay Bee Laminations Limited” vide Special Resolution passed by the Shareholders at the Extra Ordinary General Meeting of our Company held on October 23, 2023. The fresh certificate of incorporation consequent to conversion was issued on November 03, 2023, by the Registrar of Companies, Delhi.
And, the Memorandum and Articles of Association of the Company has been altered accordingly, consequent to conversion of the Company from “Private Limited” to “Public Limited”.
DIVIDEND:
Your Directors do not recommend any dividend for the year ended 31st March, 2024.
TRANSFER TO RESERVES & SURPLUS IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:
For the Financial year ended 31st March, 2024, the entire net profit of Rs. 1,935.52 (in Lakhs) earned by the company has been transferred to reserves and surplus account.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during the financial year 2023-24.
SHARE CAPITAL:
During the year under review, the Company has made following changes in the share capital of the Company:
• Pursuant to Section 13, 61 and 64 of the Companies Act, 2013 the Company has increased its authorized share capital from Rs. 3,00,00,000/- (Rupees Three Crore only) divided into 300,000 (Three Lakh) equity shares of Rs. 100/- (Rupees Hundred) each to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) divided into 25,00,000 (Twenty-Five Lakh) equity shares of Rs. 100/- (Rupees Hundred) on September 25, 2023.
• Pursuant to Section 13, 61 and 64 of the Companies Act, 2013, there was Sub Division of Equity Shares of Rs. 100/-(Rupees Hundred) into 10 (Ten) Equity Shares of face value of Rs. 10/- each (Rupees Ten) on September 25, 2023.
• Allotment of 1,49,98,000 Bonus Equity Shares of Rs. 10 each on October 13, 2023 in the ratio of 5:1 i.e. for every equity share, 5 bonus shares.
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Accordingly, the capital structure of the Company as on 31 st March, 2024 is as follows-
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Type of Capital
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Face Value per Share
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No. of Shares
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Value of Shares (in Lakhs)
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Authorized
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10
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2,50,00,000
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2,500.00
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Issued & Subscribed
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10
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1,79,97,600
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1,799.76
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Paid up
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10
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1,79,97,600
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1,799.76
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DEPOSITS:
The Company has neither accepted nor invited any deposit from public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Provision of Section 186 in respect of loans and advances given, Guarantees given and investments made have been complied with by the Company. Details of the same is available in notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions that were entered during the financial year were in the Ordinary course of business of the Company and were on arm’s length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company.
All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.
The policy on materiality of related party transactions duly approved by the Board of Directors of the Company has been posted on the website of the Company: https://javbeelaminations. co. in/companv-policies. php
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC - 2 which forms part of this Board of Director’s Report as Annexure-I.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:
During the year 2023-24 no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Your Company has no Subsidiary/Joint Ventures/Associate Companies.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules’), the dividend which remains unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account of the Company and shares on which dividend are unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred to IEPF. No amount was transferred to Investor Education and Protection Fund as there is no unclaimed dividend.
DIRECTORS AND KEY MANAGERIAL PERSONNEL [KMP1:
Directors liable to retire by rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Sunita Aggarwal (DIN:00465983), Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.
Appointment / Re-appointment and Cessation of Directors & KMP:
During the period under review, changes in composition of Board of directors & KMPs are as follows:
• Ms. Sunita Aggarwal (DIN: 00465983), was appointed as Additional Director of the Company on 8th September, 2023 and then regularized as Executive director of the Company w.e.f. 20th September, 2023;
• Mr. Subhash Raghav, has been appointed as Chief Financial officer of the Company w.e.f. 7th November, 2023;
• Ms. Arti Chauhan, has been appointed as Company Secretary of the Company w.e.f. 7th November, 2023;
• Mr. Munish Kumar Aggarwal (DIN: 01324169), has been re-designated as Chairman & Whole-Time Director of the Company w.e.f. 7th November, 2023;
• Mr. Mudit Aggarwal (DIN: 01324169), has been re-designated as Managing Director of the Company w.e.f. 8th November, 2023;
• Mr. Atul Ladha (DIN: 00978072), has been appointed as Non-Executive and Independent director of the Company w.e.f. 8th November, 2023;
• Mr. Arun Kumar Verma (DIN: 08705619), has been appointed as Non-Executive and Independent director of the
Company w.e.f. 8th November, 2023;
• Mr. Yogendra Kumar Gupta (DIN: 07029287), has been appointed as Non-Executive and Independent director of the Company w.e.f. 8th November, 2023;
The Board of Directors of your Company comprises of Six (6) Directors of which Three (3) are Executive Directors and Three (3) are Non-Executive and Independent Directors as on 31st March, 2024.
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Your Company has the following Board of Directors and KMPs as on 31st March, 2024:
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S.No.
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Name of the Directors & KMPs
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Designation
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1.
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Mr. Munish Kumar Aggarwal
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Chairman & Whole-Time Director
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2.
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Mr. Mudit Aggarwal
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Managing Director
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3.
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Ms. Sunita Aggarwal
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Executive Director
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4.
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Mr. Atul Ladha
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Non-Executive & Independent Director
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5.
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Mr. Arun Kumar Verma
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Non-Executive & Independent Director
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6.
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Mr. Yogendra Kumar Gupta
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Non-Executive & Independent Director
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7.
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Mr. Subhash Raghav
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Chief Financial Officer (CFO)
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8.
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Ms. Arti Chauhan
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Company Secretary
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None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.
Declaration of Independent directors:
All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.iaybeelaminations.co.in.
MEETINGS OF THE BOARD OF DIRECTORS:
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During the year 2023-24 under review, 32 (Thirty-Two) meetings of the Board of Directors were held as follows:
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S.No.
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Date of Meeting
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Total number of directors associated as on the date of meeting
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Number of directors attended
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1.
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April 04, 2023
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2
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2
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2.
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May 05, 2023
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2
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2
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3.
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May 30, 2023
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2
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2
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4.
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June 21, 2023
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2
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2
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5.
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June 30, 2023
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2
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2
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6.
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July 10, 2023
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2
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2
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7.
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July 20, 2023
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2
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2
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8.
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July 21, 2023
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2
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2
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9.
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August 19, 2023
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2
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2
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10.
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September 01, 2023
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2
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2
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11.
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September 08, 2023
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2
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2
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12.
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September 22, 2023
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3
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3
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13.
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September 26, 2023
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3
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3
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14.
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September 27, 2023
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3
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3
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15.
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October 11, 2023
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3
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3
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16.
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October 13, 2023
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3
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3
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17
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October 19, 2023
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3
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3
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18.
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October 21, 2023
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3
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3
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19.
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October 23, 2023
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3
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3
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20.
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October 30, 2023
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3
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3
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21.
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November 06, 2023
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3
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3
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22.
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November 07, 2023
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3
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3
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23.
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November 09, 2023
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6
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3
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24.
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November 18, 2023
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6
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3
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25.
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November 20, 2023
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6
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3
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26.
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December 13, 2023
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6
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3
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27.
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December 20, 2023
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6
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3
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28.
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December 29, 2023
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6
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3
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29.
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January 12, 2024
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6
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3
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30.
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January 20, 2024
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6
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3
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31.
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February 15, 2024
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6
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3
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32.
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March 28, 2024
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6
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3
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The maximum time gap between any two consecutive meetings did not exceed 120 days.
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The number of meetings attended by directors during the financial year 2023-24 is as follows:
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S.No.
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Name of the Director
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Number of Board meeting entitled to attend
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Number of meetings attended
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1.
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Mr. Munish Kumar Aggarwal
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32
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32
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2.
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Mr. Mudit Aggarwal
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32
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32
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3.
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Ms. Sunita Aggarwal
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21
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21
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4.
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Mr. Atul Ladha
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10
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0
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5.
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Mr. Arun Kumar Verma
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10
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0
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6.
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Mr. Yogendra Kumar Gupta
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10
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0
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DETAILS OF THE GENERAL MEETINGS OF THE COMPANY:
During the financial year 2023-24, following general meetings were held as follows:
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S.No.
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Date of Meeting
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Meeting Type
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1.
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September 20, 2023
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Annual General Meeting
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2.
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September 25, 2023
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Extra-Ordinary General Meeting
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3.
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October 12, 2023
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Extra-Ordinary General Meeting
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4.
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October 23, 2023
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Extra-Ordinary General Meeting
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5.
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October 28, 2023
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Extra-Ordinary General Meeting
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6.
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November 08, 2023
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Extra-Ordinary General Meeting
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7.
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January 13, 2024
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Extra-Ordinary General Meeting
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8.
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February 29, 2024
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Extra-Ordinary General Meeting
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Disclosures pertaining to remuneration and other details as required in accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to your Company as on 31st March, 2024. Your Company has 277 employees as of 31st March, 2024.
DISCLOSURE ON COMPOSITION OF COMMITTEES:
The Board of Directors has constituted Committees to deal with specific areas and activities which concern the Company and requires a closer review. The Board Committees are formed with the approval of the Board and function under their respective charters. These Committees play an important role in the overall management of day-to-day affairs and governance of the Company.
The Company has following Committees of the Board of Directors:
• Audit Committee
• Stakeholder’s Relationship Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
The constitution and terms of reference of all the mandatory committees are decided by the Board in line with the applicable provisions of the Act, Rules. These committees meet at the frequency, if any, prescribed under the Act and additionally as and when the need arises and the minutes of their meetings are placed before the Board in its next meeting for the Board to take note thereof.
The Company Secretary of the Company act as the Secretary of all committees of the Board.
Audit Committee:
The term of reference:
Role of the Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, and includes:
• Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
• Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
• Reviewing, with the management, the annual financial statements before submission to the board for approval;
• Reviewing, with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
• Review and monitor the auditor's independence and performance, and effectiveness of audit process.
• Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
• To review the functioning of the Whistle Blower mechanism.
• Approval of appointment of CFO (or the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.
• Approval or any subsequent modification of transactions of the company with related parties.
• Scrutiny of inter-corporate loans and investments.
• Valuation of undertakings or assets of the Company, whenever it is necessary.
• Evaluation of internal financial controls and risk management systems.
The Audit Committee was constituted on November 9, 2023 and the Composition of the Committee as on 31st March, 2024 is as follows:
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Name of the Directors
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Nature of Directorship
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Designation in Committee
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Number of meetings attended
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Mr. Atul Ladha
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Non-Executive Independent Director
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Chairman
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2/2
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Mr. Arun Kumar Verma
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Non-Executive Independent Director
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Member
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2/2
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Mr. Munish Kumar Aggarwal
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Chairman & Whole-Time Director
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Member
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2/2
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The Audit Committee met two times during the financial year 2023-24 on November 17, 2023 and March 14, 2024. Stakeholder’s Relationship Committee:
The terms of reference:
In compliance with Section 178 of the Companies Act, 2013, a Stakeholders’ Relationship Committee of the Board has been constituted on November 9, 2023. The terms of reference of the Committee inter alia, include:
• Resolving the grievances of the security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc;
• Review of measures taken for effective exercise of voting rights by shareholders;
• Review of adherence to the service standards adopted by the Company in respect of various services rendered by the registrar and share transfer agent;
• Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company; and
• Formulate procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;
• Approve, register, refuse to register transfer or transmission of shares and other securities;
• Sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;
• Allotment and listing of shares;
• Approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;
• Dematerialize or rematerialize the issued shares;
• Ensure proper and timely attendance and redressal of investor queries and grievances;
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The Composition of the Committee as on 31st March, 2024 is as follows:
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Name of the Directors
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Nature of Directorship
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Designation in Committee
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Mr. Atul Ladha
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Non-Executive Independent Director
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Chairman
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Mr. Arun Kumar Verma
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Non-Executive Independent Director
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Member
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Mr. Mudit Aggarwal
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Managing Director
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Member
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The Stakeholders’ relationship committee did not meet during the financial year 2023-24.
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Nomination and Remuneration Committee:
The terms of reference:
In compliance with Section 178 of the Companies Act, 2013, a Nomination and Remuneration Committee of the Board has been constituted on November 9, 2023. The terms of reference of the Committee inter alia, include:
• formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;
• for every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
i) use the services of an external agencies, if required;
ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii) consider the time commitments of the candidates.
• formulation of criteria for evaluation of Independent Directors and the Board;
• devising a policy on Board diversity;
• identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
• whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;
• recommend to the board, all remuneration, in whatever form, payable to senior management;
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The Composition of the Committee as on 31st March, 2024 is as follows:
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Name of the Directors
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Nature of Directorship
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Designation in Committee
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|
Mr. Atul Ladha
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Non-Executive Independent Director
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Chairman
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Mr. Arun Kumar Verma
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Non-Executive Independent Director
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Member
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Mr. Yogendra Kumar Gupta
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Non-Executive Independent Director
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Member
|
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The nomination and remuneration committee did not meet during the financial year 2023-24.
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Corporate Social Responsibility Committee:
The term of reference:
In compliance with the section 135 of the Companies Act 2013 Corporate Social Responsibility (CSR) Committee of the Board has been constituted. The Committee recommend to the Board Budget for CSR activities for the particular financial year, monitor the CSR activities undertaken by the Company.
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The Committee was re-constituted on November 7, 2023 and the Composition of the Committee as on 31st March, 2024 is as follows:
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| |
Name of the Directors
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Nature of Directorship
|
Designation in Committee
|
Number of meetings attended
|
|
Mr. Munish Kumar Aggarwal
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Chairman & Whole-Time Director
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Chairman
|
2/2
|
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Mr. Mudit Aggarwal
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Managing Director
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Member
|
2/2
|
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Mr. Yogendra Kumar Gupta
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Non-Executive Independent Director
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Member
|
2/2
|
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The CSR Committee met two times during the financial year 2023-24 on July 22, 2023 and November 09, 2024.
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AUDITORS:
Statutory Auditors:
The Statutory Auditors, M/s. Oswal & Sunil Co., Chartered Accountants (FRN: 016520N), were appointed as the Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the year 2024.
The Board of Directors, on recommendation of the Audit Committee, has re-appointed, M/s. Oswal & Sunil Co., Chartered Accountants (FRN: 016520N), as Statutory Auditors of the Company for a term of five (5) years to hold the office till the conclusion of the Annual General Meeting to be held in the year 2029, subject to approval of the shareholders of the Company.
Statutory Auditor’s Report:
The Statutory Auditors’ Report on the accounts of the Company for the accounting year ended 31st March, 2024 is selfexplanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.
There is no qualification, reservation or adverse remark made by the Statutory Auditors in their report for FY 2023-24. Internal Auditor:
M/s SJC & Co., Chartered Accountants (FRN: 031696N), has been appointed as Internal Auditors of the Company for financial year 2023-24. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company on a quarterly basis.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s Pankaj Nigam & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is annexed to this Board of Director’s Report as Annexure-II.
Cost Auditor:
The Board of Directors, on recommendation of the Audit Committee, has appointed M/s MM & Associates, Cost Accountants (FRN: 000454) as Cost Auditor of the Company, to conduct the Cost Audit of the Company for the year ended on 31st March, 2024.
The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained. The Report does not contain any qualification, reservation or adverse remark or disclaimer.
REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12)
There were no incidences of reporting of frauds by Statutory Auditors of the Company u/s 143(12) of the Act read with Companies (Accounts) Rules, 2014.
DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The disclosure of particulars relating to conservation of energy and technology absorption and foreign exchange earnings and outgo as required by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure - IV forming part of this report.
INTERNAL FINANCE CONTROL ADEQUACY:
The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are recorded, reported correctly, routinely tested and certified by Statutory as well as Internal Auditors.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(3) (c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects:
(a) that in the preparation of the annual financial statements for the year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 2023-24 and of the profit of the company for that period;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) that Financial Statements have been prepared on a going concern basis;
(e) that internal financial controls to be followed by the company have been laid down and that such internal financial controls are adequate and are operating effectively. and
(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems areadequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Committee is constituted by the Board of Directors, pursuant to Section 135 of the
Companies Act, 2013 and CSR policy has also been framed by the Board as per the said Section and the Rules made thereunder.
The Policy on CSR has been posted on the website of the Company https://iavbeelaminations.co.in/ims/Final CSR%20Policy V2 Nov%202023.pdf
The details about initiatives taken by the Company on Corporate Social Responsibility during the year is appended at
Annexure
- V of the report.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure - VI to this Report. The Policy has been posted on the website of the Company: https://jaybeelaminations. co. in/company-policies. php
VIGIL MECHANISM /WHISTLE BLOWER POLICY:
The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013, to report genuine concerns of Directors and Employees. The Policy has been posted on the website of the Company: httvs://iavbeelaminations.co.in/comvanv-volicies.php . Further, we affirmed that no personnel have been denied access to the Audit Committee.
ANNUAL RETURN:
In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company can be accessed at https://iavbeelaminations. co. in
PARTICULARS OF EMPLOYEES:
The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.
Disclosures pertaining to remuneration and other details as required in accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable to your Company as on 31st March, 2024. Your Company has 277 employees as of 31st March, 2024.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Complaints Committee(s) (ICCs) to redress and resolve any complaints arising under the POSH. During the year under review, no complaints were reported to the Board.
a. Number of complaints filed during the financial year: Nil
b. Number of complaints disposed of during the financial year: Nil
c. Number of complaints pending as on end of the financial year: Nil HUMAN RESOURCE DEVELOPMENT:
Your Company has continuously adopted structures that help attract the best external talent and promote internal talent to higher roles and responsibilities. The Company’s people centric focus providing an open work environment fostering continuous development helped several employees realize their career aspirations during the year.
The Company’s Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company’s progressive workforce policies and benefits have addressed stress management, promoted work life balance.
SECERETARIAL STANDARDS:
The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) issued till the end of financial year 2023-24.
ACKNOWLEDGEMENT:
Your Directors would like to place on record their appreciation for the continued support & co-operation extended during the year by the Company’s customers, business associates, vendors, bankers, investors, Govt. authorities & other Stakeholders. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.
By order of the Board of Directors Mudit Aggarwal
Managing Director Date: August 2nd, 2024
DIN:1324169 Place: Noida
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