Your Directors present the Thirty Ninth Annual Report of John Cockerill India Limited ("the Company”) on the business and operations of the
Company, together with the audited financial statements for the year ended December 31,2024.
FINANCIAL PERFORMANCE
|
Particulars
|
For the
year ended
December 31,
2024
|
For the nine
months ended
December 31,
2023
|
|
Total Income
|
39,360.41
|
67,280.43
|
|
Profit before depreciation and amortisation expense, finance costs and tax expense
|
108.91
|
3,225.17
|
|
Less :
|
|
Depreciation and amortisation expense
|
- 597.15
|
385.14
|
|
Finance costs
|
228.31
|
233.01
|
|
Profit / (Loss) before Tax
|
(716.55)
|
2,607.02
|
|
Less : Tax expense :
|
|
Current tax
|
208.21
|
625.17
|
|
Deferred tax
|
(386.55)
|
(182.07)
|
|
Profit / (Loss) for the year / period
|
(538.21)
|
2,163.92
|
|
Other comprehensive income / (loss) for the year / period, net of tax
|
(140.19)
|
(12.83)
|
|
Total comprehensive income / (loss) for the year / period
|
(678.40)
|
2,151.09
|
The performance for the current year is not directly comparable to that of the previous period due to a change in the duration of the financial year.
The current year comprises twelve months, whereas the previous period covered nine months.
HIGHLIGHTS OF THE FINANCIAL PERFORMANCE AND STATE OF
COMPANY’S AFFAIRS
Financial and Operational Performance
The Company has faced various challenges during the year under review
and as a result, it has impacted the performance during the year :
• Starting with a healthy order backlog, the Company focused
on executing its largest project for AMNS and achieved 95%
completion by December, 2024.
• Revenue from operations decreased by 42% from ' 666.61
crores for the nine months period April to December, 2023 to
' 388.73 crores for the year ended December, 2024.
• Operating profit (PBDIT) has decreased by 97% from ' 32.25
crores in the nine months period April to December, 2023 to
' 1.09 crores for the year ended December, 2024.
• The Company received new orders worth ' 308.8 crores during
the year.
Global Outlook
The global steel industry is projected to see moderate growth between
2025 and 2030. According to Bronk & Company, global steel demand is
expected to rise from 1.8 billion tons in 2020 to approximately 2.0 billion
tons by 2030, reflecting an average annual growth rate of about 1.06%.
This growth will be driven primarily by developing countries, particularly
India and regions in Africa, undergoing rapid industrialization. In contrast,
China's steel demand is anticipated to stabilize, moving away from its
prior exponential growth.
In North America, the alloy steel market is projected to grow at a
compound annual growth rate (CAGR) of 4.5% from 2025 to 2030, with
revenues increasing from USD 4.83 billion in 2024 to USD 6.05 billion
by 2030.
Overall, the global steel market was valued at USD 878.2 billion in 2023
and is expected to grow at a CAGR of 2.9% from 2024to 2030. However,
the industry faces challenges such as weak demand from China, which
could lead to lower global iron and steel prices in the coming years.
Structural pressures in China's housing market, including demographic
changes, are expected to reduce the demand for additional housing
and, consequently, steel consumption.
By 2030, the global steel industry is expected to make significant
strides toward sustainable growth. As green steel technologies mature,
the production of low-carbon steel is likely to increase as a share of
total global output. While challenges related to cost and infrastructure
remain, the industry's sustainability transition will be driven by:
• Innovation in steelmaking technologies (e.g., hydrogen-based
processes, electrification).
• Increasing demand for green products.
• Government support for decarbonization and green steel
production incentives.
In conclusion, the shift toward green steel is not just a step toward
sustainability but a crucial factor in driving long-term growth for
the global steel industry. As industries and countries commit
to reducing their carbon footprints, the demand for green steel
will play a pivotal role in achieving climate goals while fostering
economic growth.
In summary, while moderate growth is anticipated in the global steel
industry from 2025 to 2030, regional variations and market dynamics
will significantly influence the industry's trajectory.
India Outlook
India's steel industry is set for substantial growth between 2025 and
2030, with projections indicating that production capacity will rise from
approximately 180 million metric tons to over 300 million metric tons by
2030. This expansion is fueled by strong domestic demand, particularly
from infrastructure development and a growing economy.
Key Factors Driving the Outlook
• Government Initiatives: The Indian government is actively
supporting the steel sector through various measures, including
significant investments in infrastructure and incentives for
adopting sustainable practices. The Ministry of Steel has
requested ' 150 billion (about $1.74 billion) from the federal
budget to encourage the production of low-carbon steel, aiming
to reduce emissions and promote green technologies.
• Capacity Expansion: Major steel producers are investing in
capacity expansion and modernization. For instance, JSW Steel's
acquisition of NSL Green Steel Recycling in September, 2023
underscores the industry's commitment to enhancing production
capabilities and reducing carbon footprints.
• Sustainability Challenges: While the steel industry is poised for
growth, it faces challenges related to environmental sustainability.
The Global Energy Monitor has raised concerns that the
increasing reliance on coal-powered steelmaking could hinder
India's net-zero emission goals. Addressing these concerns will be
crucial for aligning industry growth with environmental objectives.
• Market Dynamics: The industry also faces challenges from rising
imports of cheap steel, which have affected domestic producers'
market share and reduced capacity utilization rates. This trend
raises concerns about the competitiveness of Indian steel
manufacturers.
Impact of the Latest Budget
In the2024-25 budget, the Indian government allocated significant funds
for various sectors, including the steel industry. The Finance Minister
announced $24 billion for job initiatives over the next five years and $32
billion for rural development in the current year. While these measures
are not specifically targeted at the steel sector, they are expected to
stimulate economic growth and infrastructure development, indirectly
benefiting steel demand.
Additionally, the steel ministry's request for ' 150 billion to incentivize
low-carbon steel production highlights the strategic focus on
sustainability within the industry. This initiative aligns with India's broader
environmental goals.
Government Initiatives for Steel Growth and Sustainability
• Production Linked Incentive (PLI) Scheme 2.0: The government
is developing PLI 2.0 to further enhance steel production
capabilities. This initiative aims to promote the use of scrap steel
and the adoption of advanced technologies, including artificial
intelligence, to boost output and reduce carbon emissions. The
scheme is expected to contribute to achieving India's target of
increasing steel manufacturing capacity to 300 million metric
tons by 2030.
• Investment in Sustainable Steel Production: The Ministry of
Steel has requested ' 150 billion from the federal budget to
incentivize low-carbon steel production. This funding will support
the adoption of green technologies and practices, aligning with
India's environmental goals.
• Addressing Import Concerns: The government is considering
measures to curb the surge in steel imports, particularly from
countries like China and Vietnam, which have impacted domestic
producers. The Indian Steel Association has raised concerns
about the dumping of steel products and is advocating for strong
actions to protect the domestic market.
• Raw Material Supply and Technological Advancements: Efforts
are being made to ensure a steady supply of raw materials for the
steel sector. The government is also promoting the use of scrap
steel and encouraging the adoption of new technologies to
improve production efficiency and sustainability.
These initiatives underscore the government's commitment
to supporting the steel industry's growth, sustainability, and
competitiveness in the global market. In conclusion, India's steel
industry is on track for significant growth from 2025 to 2030, driven
by government initiatives, capacity expansion, and favourable market
conditions. However, addressing sustainability challenges and market
dynamics will be essential to ensure that growth is both robust and
environmentally responsible.
Business Development
The Company is a cornerstone of John Cockerill Industry's global metals
strategy, seamlessly integrating into its product and growth roadmap. As
an ISO 9001:2015 and ISO 45001:2018 certified engineering company
and a global center of excellence for cold rolling mill complexes, we lead
the world in reversible cold rolling mill technology. Our expertise spans
processing lines, rolling mills, thermal and chemical treatment processes,
and auxiliary steel treatment equipment.
Strategically positioned in India, we serve as a crucial hub for expanding
John Cockerill Industry's presence in South-East Asia. Our geographic
advantage, combined with dedicated business development resources
across key regional markets, enables us to actively support investment
projects worldwide — whether through standalone proposals or
collaborations with other John Cockerill Group entities.
Beyond our role in engineering, sourcing, and manufacturing, we
play a vital part in bringing John Cockerill Industry's latest innovations
to market. As breakthrough technologies from the Group's R&D
pipeline reach maturity, we drive their adoption in India and beyond.
These include revolutionary advancements in metals coating and
decarbonization of thermal processes in steel production, setting new
industry standards for sustainability and efficiency.
John Cockerill Industry, our global parent entity, is at the forefront of
technological innovation in steel and non-ferrous industries. With
expertise in designing, supplying, and modernizing cold rolling mills,
processing lines, and surface treatment installations, it provides
cutting-edge solutions that enhance production efficiency and
sustainability.
By combining global expertise with localized excellence, the Company
is uniquely positioned to drive innovation, expand market reach, and
enhance service and automation capabilities. Our role in supporting the
Group's advanced technological solutions ensures that we continue to
lead in the industry while contributing to a more sustainable future for
metals production.
Material changes affecting the Company
As informed in the last Annual Report, for the purpose of consolidating
the accounts of the Company with its parent Company outside India,
the Company revised the financial year from April - March to January -
December. The financial year of the Company starts from January 1 and
ends on December 31 of every year.
Apart from this, 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 to which the financial statements
related to and date of this report. There has been no change in the
nature of business of the Company.
DIVIDEND
In view of the loss for the year under review and the need to conserve
resources during the difficult times, the Directors have, with regret, decided
not to recommend any dividend for the year ended December 31, 2024.
The Company has not transferred any amount to General Reserve.
The Board of Directors, at its meeting held on February 20, 2025, has
approved a Dividend Distribution Policy. The Dividend Distribution Policy
is available on the website of the Company at https://johncockerillindia.
com/investors/dividend-distribution-policy/
GROUP ACTIVITIES
John Cockerill SA, the Holding Company is part of the John Cockerill
Group having a presence in sectors like Energy, Defense, Industry,
Environment and Services. The Company is a part of the Industry Sector
within the John Cockerill Group.
The Company continues to have a close, collaborative relationship
with customers supported by an extended global network of offices
aligned with customer locations. John Cockerill Group invests heavily in
R & D activities and investments have been made to support long-term
profitable growth and extend help to the customers in value creation.
The John Cockerill Group has been extremely supportive of its
Indian operations and continues to provide constant support in
terms of strategy, technology, research and development, systems,
manufacturing, project management, human resources, etc.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
The Company does not have any Subsidiary, Joint Venture or Associate
Company as defined in the Companies Act, 2013. Hence, no details are
to be provided in Form AOC-1.
In accordance with the provisions of Section 136 of the Companies
Act, 2013 ("the Act”), the audited financial statements and related
information of the Company are available on the website of the
Company at www.johncockerillindia.com.
SHARE CAPITAL
During the year under review, there was no change in the Authorised
Share Capital of the Company. The Authorised Share Capital of the
Company is ' 1,000 lakhs divided into 80,00,000 equity shares of
' 10/- each and 2,00,000 Preference Shares of ' 100/- each.
There was no change in the capital structure of the Company during the
year under review.
The details of the share capital as on December 31, 2024 is provided
holnw •
|
Particulars
|
' in lakhs
|
|
Authorised Share Capital
|
1,000.00
|
|
Paid up Share Capital
|
493.78
|
|
Listed Capital
|
493.78
|
During the year under review, the Company has neither issued any
shares (including shares with differential voting rights) nor granted stock
options or sweat equity.
CERTIFICATION / RE-CERTIFICATION
Both the plants of the Company have undergone Surveillance Audits
and were certified for ISO 45001:2018 (Occupational Health & Safety
Management System) and re-certified for ISO 9001:2015 (Quality
Management System).
The Senior Management reviews the Occupational Health & Safety
Management System performance periodically. Focus on new initiatives
involving all stakeholders, coupled with management reviews, has
helped the Company to demonstrate further steps towards excellence
in Occupational Health & Safety Management System.
DEPOSITS
There were no outstanding deposits within the meaning of Section 73
and 74 of the Act read with the Rules made thereunder at the end of
the year or the previous financial years / period. The Company did not
accept any deposit during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The changes in the composition of the Board of Directors ("Board”) and
Key Managerial Personnel of the Company during the year under review
are as under :
As informed during the last year Annual Report, Mr. N. Sundararajan
(DIN : 00051040) completed his two consecutive terms of 5 (five)
years and hence retired as a Non-Executive Independent Director of
the Company, effective from the close of working hours of March 31,
2024.
The appointment of Ms. Anupama Vaidya (DIN : 02713517) and Ms.
Anjali Gupte (DIN 00104884) as Independent Directors on the Board
of the Company for their first term of 5 (five) consecutive years with
effect from April 1, 2024 was approved by the members at the last
Annual General Meeting ("AGM”) held on May 14, 2024. The Board is
of the opinion that Ms. Anupama Vaidya and Ms. Anjali Gupte possesses
the requisite expertise, integrity, experience and proficiency required to
fulfil their duties as Independent Directors.
Mr. Nandkumar Dhekne (DIN : 02189370) completed his first term of 5
(five) consecutive years as a Non-Executive Independent Director of the
Company on February 6, 2025. The members of the Company approved
the re-appointment of Mr. Nandkumar Dhekne for the second term of
5 (five) consecutive years till February 6, 2030 by way of a special
resolution at the last AGM held on May 14, 2024.
The Board at its meeting held on May 13, 2024 noted the resignation
of Mr. Sebastien Roussel (DIN : 09663609) as Non-Executive Non¬
Independent Director (designated as Chairman) of the Company on
account of his change in employment in a joint venture of John Cockerill,
with effect from the close of working hours of May 14, 2024.
The Board at its meeting held on May 13, 2024, on the basis of the
recommendation of the Nomination and Remuneration Committee
("NRC”) appointed Mr. Francois-David Martino (DIN : 10593380) as
a Non-Executive Non-Independent Director with the designation as
Chairman of the Company, liable to retire by rotation, with effect from
May 15, 2024 subject to the approval of the members. The members
of the Company through Postal Ballot approved the appointment of Mr.
Francois-David Martino as a Director of the Company.
Mr. Yves Honhon (DIN : 02268831), Non-Executive Non-Independent
Director of the Company resigned as a Director of the Company
coinciding with his retirement as Director & Group CFO at John Cockerill
SA, Holding Company effective from the close of working hours of
August 31, 2024. The Board at its meeting held on July 31, 2024, on
the recommendation of NRC, appointed Mr. Frederic Lemaitre (DIN :
10475793) as an Non-Executive Non-Independent Director subject
to approval of the members with effect from September 1, 2024. The
appointment of Mr. Frederic Lemaitre was approved by the members of
the Company through Postal Ballot.
During the year under review, Ms. Roma Balwani (DIN : 00112756)
completed her second term of 5 (five) consecutive years and hence
retired as an Independent Director of the Company with effect
from October 28, 2024. Ms. Balwani was initially appointed as a
Director on the Board of the Company on October 28, 2014 and
subsequently re-appointed for her second term commencing from
October 28. 2019.
The Board at its meeting held on November 29, 2024 noted the
resignation of Mr. Praveen Kadle (DIN : 00016814), Independent
Director of the Company with effect from the close of working hours
of November 30, 2024. The Board, on the recommendation of the
NRC, appointed Mr. Anand Sen (DIN : 00237914) as an Additional
Director designated as an Independent Director of the Company with
effect from December 1, 2024. The term of his appointment as an
Independent Director will be for a period of 5 (five) consecutive years.
The appointment of Mr. Anand Sen was approved by the members of
the Company by special resolution through Postal Ballot. Mr. Anand Sen
possesses requisite expertise, integrity, experience and proficiency. In
terms of the provisions of the Companies (Accounts) Rules, 2014, the
Board opines that Mr. Anand Sen holds highest standard of integrity
and possesses necessary expertise and experience.
Mr. Francois-David Martino, Mr. Frederic Lemaitre and Mr. Anand Sen
are not debarred from holding the office of Director on account of any
order of SEBI or any other such authority. The Company has received
requisite notices from a member in writing proposing their appointment
as Directors of the Company.
The Board places on record its deep appreciation of the invaluable
services rendered by Mr. N. Sundararajan, Mr. Sebastien Roussel, Mr.
Yves Honhon, Ms. Roma Balwani and Mr. Praveen Kadle during their
tenure as Directors of the Company.
In accordance with the provisions of the Act and the Articles of Association
of the Company, Mr. Francois-David Martino (DIN : 10593380), Non¬
Executive Director of the Company is liable to retire by rotation at the
ensuing AGM of the Company and being eligible, has offered himself for
re-appointment. The Board recommends his re-appointment.
Changes in Key Management Personnel
Mr. Kiran Rahate, Chief Financial Officer resigned from the services of
the Company with effect from the close of working hours of September
30, 2024. The Board places on record its appreciation for the services
rendered by Mr. Kiran Rahate during his association with the Company.
The Board at its meeting held on July 31, 2024, on the recommendation
of the Audit Committee and NRC has approved the appointment of
Mr. Marc Dumont as the Chief Financial Officer and Key Managerial
Personnel of the Company with effect from October 1, 2024.
Except as stated above, there were no other changes in the Directors
and Key Managerial Personnel of the Company during the year under
review.
As at the end of the year, the following are Key Managerial Personnel of
the Company as per the provisions of the Act :
• Mr. Michael Kotas Managing Director
• Mr. Marc Dumont Chief Financial Officer
• Mr. Haresh Vala Company Secretary
Detailed description of the details of the number and dates of meetings
held by the Board and its Committees, attendance of Directors and
remuneration paid to them are given separately in the Corporate
Governance Report which forms a part of this Report.
Declaration from Independent Directors
The Company has received the declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations”).
The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess necessary
expertise and experience required to fulfill their duties as Independent
Directors. Further, the Independent Directors of the Company have
confirmed that they have registered themselves with the databank of
Independent Directors maintained with the Indian Institute of Corporate
Affairs.
Independent Directors’ Meeting
As per the provisions of Schedule IV to the Act, the Independent
Directors of the Company held a separate meeting on July 30, 2024
without the presence of the Chairman, Managing Director, other Non¬
Independent Directors or any other managerial personnel.
Board Evaluation
The Board of the Company is highly committed to ensuring transparency
in assessing the performance of Directors. Pursuant to the provisions
of the Act and the Listing Regulations, the annual evaluation of the
performance of the Board, its Committees and the Directors and the
governance process that support the Board's work was conducted.
The results of the evaluation showed a high level of commitment and
engagement of Board, its Committees and senior leadership. The
evaluation and its process have been explained in the Corporate
Governance Report, which forms an integral part of this Report.
The Chairman held an individual direct meeting with each Independent
Director as a part of self-appraisal and peer-group evaluation; the
engagement and impact of individual Director was reviewed on
parameters such as attendance, knowledge and expertise, inter¬
personal relationship, engagement in discussion and decision-making
process, actions, etc. The Directors were also asked to provide their
valuable feedback and suggestions on the overall functioning of the
Board and its Committees and the areas of improvement for a higher
degree of engagement with the management.
Familiarisation Programme
The members of the Board of the Company are afforded many
opportunities to familiarise themselves with the Company, its
management and its operations. The details of familiarisation
programmes for the Directors about their roles, rights and responsibilities
in the Company, nature of the industry in which the Company operates,
business model of the Company and related matters are available
on the Company's website at www.johncockerillindia.com, and also
referred to in detail in the Corporate Governance Report.
Remuneration Policy
The Company has in place a Remuneration Policy which provides for a
whole gamut of compensation philosophy for rewarding and retaining
talent. The details of the Remuneration Policy are mentioned in the
Corporate Governance Report and are also placed on the website of
the Company at www.johncockerillindia.com
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best
of their knowledge and ability, confirm that :
a. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no
material departures from the same;
b. they have selected such accounting policies and applied them
consistently and made judgements and estimates that are
reasonable and prudent, so as to give a true and fair view of the
state of affairs of the Company as at the end of the year and of the
Statement of Profit and Loss and Cash Flow of the Company for
the year ended on that date;
c. they have taken that proper and sufficient care 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 annual accounts have been prepared on a 'going concern'
basis;
e. they have laid down internal financial controls to be followed
by the Company and that such internal financial controls are
adequate and are operating effectively; and
f. they have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are in
place, are adequate and operating effectively.
MEETINGS OF THE BOARD
A calendar of meetings is prepared and circulated in advance to the
Directors.
During the year under review, the Board met 5 (five) times with at least
one meeting every calendar quarter. The intervening gap between
the meetings did not exceed 120 days, as prescribed under the Act
and Listing Regulations. The details of the Board Meetings and the
attendance of the Directors are provided in the Corporate Governance
Report which forms an integral part of this Report.
COMMITTEES OF THE BOARD
The Board has constituted the following Committees in order to
effectively deliberate its duties under the Act and Listing Regulations :
i. Audit Committee
ii. Stakeholders Relationship Committee
iii. Nomination and Remuneration Committee
iv. Corporate Social Responsibility and ESG Committee
v. Risk Management Committee
vi. Committee for Finance and Operations
Details of the Committees in respect of its composition, terms of
reference, meetings held during the year under review and the
attendance of each member are furnished in the Corporate Governance
AUDITORS
Statutory Auditors
S R B C & Co. LLP, Chartered Accountants (ICAI Registration No.
324982E / E300003) ("SRBC”) were re-appointed as the Statutory
Auditors of the Company by the members at the 37th AGM for a second
term of 5 (five) consecutive years from the conclusion of the said AGM
until the conclusion of the 42nd AGM to be held in the year 2028.
The report of the Statutory Auditors does not contain any qualification,
reservation or adverse remark or disclaimer. During the year under
review, the Statutory Auditors have not reported any matter under
Section 143(12) of the Act, and therefore, no disclosure is required
under Section 134(3)(ca) of the Act.
Cost Auditor
Pursuant to the provisions of Section 148 of the Act, the Company is
required to maintain cost records and accordingly, these have been
maintained by the Company.
The Board of Directors, on the recommendation of the Audit Committee,
appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Firm
Registration No. 000294) as the Cost Auditors of the Company for the
financial year ending December 31, 2025 and have recommended
their remuneration to the members for ratification at the ensuing AGM.
Accordingly, a resolution seeking members ratification for the remuneration
payable to the Cost Auditor forms part of the Notice of the ensuing AGM.
The Cost Auditor has furnished the eligibility certificate along with his
consent to such appointment in terms of the relevant provisions of
the Act read with the Rules framed thereunder. The Audit Committee
has also received a certificate from the Cost Auditor certifying their
independence and arm's length relationship with the Company.
During the year under review, the Cost Auditor had not reported any
matter under Section 143(12) of the Act and therefore, no disclosure is
required under Section 134(3)(ca) of the Act.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, M/s. VKM & Associates, Practising Company Secretary, a Peer
Reviewed Company Secretary firm, was appointed as the Secretarial
Auditor for the year ended December 31, 2024. The Secretarial Audit
Report in Form MR-3 is annexed as Annexure 1 and forms an integral
part of this Report. The Secretarial Audit Report is self-explanatory
and does not contain any qualification, reservation, adverse remark or
disclaimer. During the year under review, the Secretarial Auditor had
not reported any matter under Section 143(12) of the Act, therefore no
disclosure is required under Section 134(3)(ca) of the Act.
The Company has undertaken an audit for the year ended December
31, 2024 covering all applicable compliances as per applicable SEBI
Regulations / circulars / guidelines issued thereunder, pursuant to
requirement of the Listing Regulations. The Secretarial Compliance
Report duly issued by M/s. VKM & Associates has been annexed as
Annexure 2 to this Report.
In line with the recent amendments to Listing Regulations, the Board
recommended the appointment of M/s. VKM & Associates, a Peer
Reviewed Company Secretary Firm in practice, as the Secretarial Auditor
of the Company for the first term of 5 (five) consecutive years starting
with the financial year ending December 31,2025 until the financial year
ending on December 31, 2030. Accordingly, a resolution seeking the
approval of the members for the appointment of the Secretarial Auditor
for the first term forms part of the Notice of the ensuing AGM.
The Board has approved the services that the Secretarial Auditor will
be able to provide to the Company in line with the requirements of the
Listing Regulations.
Internal Audit
Before the beginning of each year, an audit plan is rolled out with
the approval of the Company's Audit Committee. The plan is aimed
at evaluation of the efficacy and adequacy of internal control
systems and compliance thereof, robustness of internal processes,
policies and accounting procedures and compliance with laws and
regulations. Based on the report of internal audit, process owners
undertake corrective action in their respective areas. Significant audit
observations and corrective actions are periodically presented to the
Audit Committee of the Board.
SECRETARIAL STANDARDS
During the year under review, the Company has complied with all
the applicable provisions of the Secretarial Standards issued by The
Institute of Company Secretaries of India.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE,
2016
The Company has not filed any application, or no proceeding is pending
against the Company under the Insolvency and Bankruptcy Code, 2016
during the year ended December 31, 2024.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the Company was not required to transfer
any shares and dividend thereon to IEPF.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not provided any loan
or guarantee or made investments covered under the provisions of
Section 186 of the Act and Schedule V of the Listing Regulations.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
At John Cockerill, the commitment of the Company's Corporate
Social Responsibility ("CSR”) initiatives is to improve the quality of life
of communities through long-term value creation for all stakeholders.
Based on the UN Sustainable Development Goals and the Company's
core competencies, the Company has defined 3 (three) strategic
focus areas for its CSR activities : Education, Health and Environment.
To achieve sustainable impact on the communities, the Company
partners with external stakeholders to implement the projects on the
ground.
The Company's CSR policy provides guidelines to conduct CSR
activities of the Company. The salient features of the policy form part
of the Annual Report on CSR activities annexed to the Board's Report.
Annual Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as amended
("CSR Rules”) is annexed as Annexure 3 and forms an integral part of
this Report. The CSR policy is available on the website of the Company
at www.johncockerillindia.com.
The details of the CSR and ESG Committee are provided in the Corporate
Governance Report which forms an integral part of this Report.
During the year under review, the Company was required to spend
' 7.34 lakhs on CSR activities in terms of the provisions of the Act read
with the CSR Rules. However, as a good corporate citizen, the Company
spent ' 15.19 lakhs, more than the 2% of its statutory CSR obligations,
in view of the Company's commitment to the community. The excess
amount spent of ' 7.85 lakhs shall be available for set-off as per Section
135(5) of the Act.
During the year under review, the Company continued its commitment
to preserve the planet for citizens of the future through Environment,
Social and Governance ("ESG”) activities which include tree plantation.
Beyond the core CSR focus areas, employee volunteering is an important
part of giving back and enabling others to rise. Employee volunteering
initiatives encompass varied activities such as blood donation drives, tree
plantation and diverse community engagement activities.
The Chief Financial Officer of the Company has certified to the Board
that the funds disbursed for CSR activities during the year were utilized
for that purpose and in the manner approved by the Board of the
Company.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In terms of Regulation 34(2)(f) of the Listing Regulations read with
relevant SEBI Circulars, filing of BRSR is mandatory for the top 1000 listed
companies by market capitalisation. As an organization, we understand
the importance of aligning with the country's strategy for decarbonization.
The Board has strengthened its oversight on ESG matters, ensuring it
remain up to date with evolving regulatory frameworks. The Company
is committed to enhance transparency and accountability. For the year
ended December 31, 2024, the Company has opted to publish BRSR
voluntarily. This report will be uploaded on our website soon.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The Company has always aspired to build a culture that demonstrates
world-class standards in safety, environment and sustainability. People
are our most valuable asset, and the Company is committed to
providing all its employees with a safe and healthy work environment.
The work culture exemplifies the core values and nurtures innovation,
creativity and diversity. We ensure alignment of business goals and
individual goals to enable our employees to grow both on personal as
well as professional front.
A detailed note on Human Resources is provided in the Management
Discussion and Analysis ("MDA”) Report, which forms part of this Report.
Disclosures under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended, relating to the remuneration and other details
as required is annexed as Annexure 4 and forms an integral part of this
Report.
In terms of the second proviso to Section 136(1) of the Act and
the second proviso of Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Report and
Financial Statements are being sent to the members and others entitled
thereto, excluding the statement of particulars of employees, which is
available for inspection by the members. Any member interested in
obtaining a copy thereof may write to the Company Secretary.
None of the employees listed in the said Annexure is related to any
Director of the Company. None of the employees holds (by himself /
herself or along with his / her spouse and dependent children) more
than 2% of the equity shares of the Company.
Health and Safety
The Company is deeply committed to prioritising Health and Safety
Management for its employees, contractors and visitors. The details on
Health and Safety are provided in the MDA Report, which forms part of
this Report.
Policy on Prevention of Sexual Harassment at Workplace
The Company has zero tolerance towards sexual harassment at the
workplace. The Company has a Policy on Prevention of Sexual Harassment
at Workplace in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
as amended ("POSH”) and the Rules framed thereunder. The Company
has constituted Internal Complaints Committee ("ICC”) under POSH
to redress the complaints received regarding sexual harassment. The
ICC comprises of internal members, and an external member who has
extensive relevant experience in this field.
The ICC also works extensively on creating awareness on relevance
of sexual harassment issues, including while working remotely. The
employees are required to undergo mandatory training on POSH to
sensitise themselves and strengthen their awareness.
The following is reported pursuant to Section 22 of the POSH and
Regulation 34(3) read with sub-clause 10(I) of Clause C of Schedule
V of the Listing Regulations for the year ended December 31, 2024 :
|
a.
|
Number of complaints of sexual harassment
received / filed during the year
|
Nil
|
|
b.
|
Number of complaints disposed of during
the year
|
Nil
|
|
c.
|
Number of complaints pending for more
than ninety days
|
Nil
|
|
d.
|
Number of complaints pending as on end
of the year
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Nil
|
|
e.
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Number of workshops or awareness
programs carried out
|
Through SPOT
online -E
Learning Module
& Two Physical
Sessions
|
|
f.
|
Nature of action taken by the employer or
District officer
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Nil
|
During the year under review, no case of sexual harassment in the
Company was reported.
RISK MANAGEMENT
The Company has a well defined risk management framework in
place. The risk management framework works at various levels across
the enterprise. These levels form the strategic defence cover of the
Company's risk management. The Company has a robust organisational
structure for managing and reporting on risks.
The Company has constituted a Risk Management Committee which
is authorised to monitor, report and mitigate various risks faced. The
outcome of this process is reported to the Audit Committee and the
Board of Directors.
The details of the Committee and its terms of reference are set out
in the Corporate Governance Report which forms part of this Report.
Important elements of risk management process are elaborated in the
MDA Report, which forms part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal control systems are commensurate with the
nature of its business, the size and complexity of its operations; such
internal financial controls with reference to the Financial Statements are
adequate. The details and the process of internal control systems, as
implemented by the Company, are provided in the MDA Report, which
forms part of this Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Vigil Mechanism as envisaged in the Act and the Listing Regulations is
implemented through the Company's Whistle Blower Policy. The Whistle
Blower Policy of the Company is available on the Company's website at
https://johncockerillindia.com/investors/whistleblower-policy/
It enables the Directors, employees and all stakeholders of the Company
to report genuine concerns (about unethical behaviour, actual or
suspected fraud, or violation of the Code) and provides for adequate
safeguards against victimisation of persons who use such mechanism
and makes provision for direct access to the Chairperson of the Audit
Committee. No person is denied access to the Chairperson of the Audit
Committee. The Vigil Mechanism in the Company fosters a culture of
trust and transparency among all its stakeholders.
The Company, during the year under review, conducted a series of
communication to the employees through its Townhall with an aim to
create awareness for Whistle Blower Policy amongst them.
INSURANCE
The Company has taken adequate insurance coverage of all its assets and
inventories against various types of risks viz. fire, floods, earthquake, cyclone,
etc. and also transit insurance to cover the risk during transportation of
goods from its plants to customer project sites. The Company has also
started to procure coverage under project specific Trade Credit insurance
policies to mitigate its risks during the project execution.
Directors' & Officers' Liability (D & O) policy covers the Directors and
Officers of the Company against the risk of third-party claims and liabilities
arising out of their actions / decisions in the normal course of discharge of
their duties, which may result in financial loss to any third party.
The employees of the Company are covered under various employee
benefit group insurance schemes that provide cover for Hospitalization,
Accidental Disability and Death.
TRANSACTIONS WITH RELATED PARTIES
The Company has in place a robust process for approval of related
party transactions and dealing with Related Parties.
As per the process, necessary details for each of the Related Party
Transactions as applicable along with the justification are provided
to the Audit Committee in terms of the Company's Policy on Related
Party Transactions ("RPT Policy”). In accordance with the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024, the Board of
Directors, at its meeting held on February 20, 2025, has amended
the RPT Policy of the Company. The RPT Policy can be accessed on
the Company's website at https://johncockerillindia.com/investors/
rpt-policy-as-per-lodr/ The Board has approved the criteria to grant
omnibus approval by the Audit Committee within the overall framework
of the RPT Policy on related party transactions.
The material related party transactions approved by the members of
the Company are also reviewed / monitored on quarterly basis by the
Audit Committee of the Company as per the provisions of the Act and
Listing Regulations.
All related party transactions entered into by the Company, were
approved by the Audit Committee and were at arm's length and in the
ordinary course of business. Prior omnibus approval is obtained for
related party transactions which are of repetitive nature and entered
in the ordinary course of business and on arms' length basis. The
disclosure of related party transactions as required under Section
134(3)(h) of the Act in Form AOC-2 for the year ended December
31, 2024 is provided in Annexure 5 and forms an integral part of this
Report.
Pursuant to the provisions of Regulation 23 of the Listing Regulations,
the Company has filed half yearly reports to the Stock Exchange for the
related party transactions.
John Cockerill SA is the Holding Company of the Company, and all the
subsidiaries of John Cockerill SA are treated as related parties of the
Company. Such related party transactions, including those with the
Holding Company and fellow subsidiaries, which have been carried
out during the current year and previous period are mentioned in the
Annual Report in accordance with the Indian Accounting Standards
24 on Related Party Transactions notified by the Companies (Indian
Accounting Standards) Rules, 2015, as amended, and are not repeated
in this Report of the Directors. None of the related party transactions
entered into by the Company was in conflict with the Company's
interests.
The approval of the members of the Company is sought in terms of the
Listing Regulations for the payment of brand fee @ 0.6% of the external
sales and for the payment of up to 3% referral and technical royalty fees
to John Cockerill SA on those portions of contracts assigned to the
Company through John Cockerill SA and also for other Related Party
Transactions with various Related Parties.
None of the Directors and the Key Managerial Personnel has any
pecuniary relationship or transactions with the Company other than in
the normal course of the business.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS
There are no significant and / or material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status of
the Company and its operations.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, for the year
ended December 31, 2024, in relation to the conservation of energy,
technology absorption, foreign exchange earnings and outgo, is
provided in Annexure 6, and forms an integral part of this Report.
CORPORATE GOVERNANCE
The Company is committed to maintaining highest standards of corporate
governance practices. The Company remains dedicated to transparency
in all its transactions and places significant importance on business ethics.
A report on Corporate Governance along with a Certificate from the
Statutory Auditors of the Company regarding compliance with the
conditions of Corporate Governance as stipulated under Schedule V of
the Listing Regulations forms part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under
review, as stipulated under the Listing Regulations, is presented in a
separate section, forming part of this Annual Report.
GREEN INITIATIVES
During the year under review, the Company has continued the "digital
platforms” for various meetings including the Board and Committee
meetings, internal meetings and meetings with external stakeholders
such as customers and vendors. This has helped the Company to reduce
multiple sector travel from Europe and from within India for the Directors
and others - several times a year - thereby reducing gas / carbon emission
and dissemination of information in paper form for various meetings. All
the employees, the Board members and external stakeholders have
adapted to the new tools and platforms quickly and the experience of
adopting a nearly "all-digital” process for all meetings keeps getting better.
ANNUAL RETURN
In terms of Section 92(3) read with Section 134(3)(a) of the Act, a
copy of the Annual Return of the Company prepared in accordance
with Section 92(1) of the Act read with Rule 11 of the Companies
(Management and Administration) Rules, 2014 is placed on the website
of the Company at https://johncockerillindia.com/investors/agm-2025/
OTHER DISCLOSURES
Situation of New Corporate Office of the Company
With effect from September 1, 2024, the Company has shifted to new
Corporate Office at Unit No. 1902, 19th Floor, Aurum Q2 IT Parc, Plot No.
Gen-4/1, TTC Industrial Area, Thane-Belapur Road, Navi Mumbai - 400
710. The intimation of the situation of new Corporate Office was filed
with the Stock Exchange.
Maintaining of Books of Accounts
Pursuant to the provisions of Section 128 of the Act, read with Rules
made thereunder, the Board, at its meeting held on October 28, 2024,
approved maintaining of Books of Accounts of the Company at the
new Corporate Office of the Company i.e. at location other than the
Registered Office of the Company. Accordingly, the Books of Accounts
of the Company are kept and maintained at Unit No. 1902, 19th Floor,
Aurum Q2 IT Parc, TTC Industrial Area, Thane Belapur Road, Navi
Mumbai - 400 710 with effect from October 28, 2024.
ACKNOWLEDGEMENT
The Board of Directors takes this opportunity to thank John Cockerill
SA, the parent Company, customers, members, suppliers, bankers,
business partners, associates and the Central and State Governments
for their consistent support and co-operation to the Company.
The Directors hereby wish to place on record their appreciation of the
efficient and loyal services rendered by each and every employee,
without whose whole-hearted efforts, the overall performance would
not have been possible. The Directors look forward to the long-term
future with confidence.
For and on behalf of the Board
Francois-David Martino
Mumbai Chairman
February 20, 2025 DIN : 10593380
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