The Directors present herewith 116th Annual Report together with the Audited Financial
Statements of the Company for the year ended March 31st, 2023.
l.Financial Summary
(Rs in lakhs)
Particulars |
Standalone |
Consolidated |
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Profit Before tax |
972 |
651 |
1,009 |
660 |
Less: Tax Expense: |
|
|
|
|
Current Tax |
282 |
202 |
282 |
202 |
Deferred Tax |
-10 |
1 |
-10 |
1 |
Short/(Excess) Provision for Income tax of earlier years |
6 |
1 |
6 |
1 |
Profit After Tax |
694 |
447 |
731 |
456 |
Profit After Tax (attributable to controlling interest) |
694 |
447 |
708 |
450 |
Profit After Tax (attributable to noncontrolling interest) |
- |
- |
23 |
6 |
Balance brought forward from previous year |
2,127 |
1,708 |
1,926 |
1,511 |
Amount available for appropriation |
2,821 |
2,155 |
2,654 |
1,954 |
Less: Dividend paid during the year |
56 |
28 |
56 |
28 |
Balance carried forward |
2,765 |
2,127 |
2,598 |
1,926 |
2. Dividend
The Directors are pleased to recommend a dividend of Rs 1.5/- per share (75%) on Equity
Shares of Rs 2/- each for the year ended March 31st, 2023.
3. State of the Company's Affairs and Operations:
Income for the year under review, was Rs16,052 lakhs as against Rs 11,389 Lakhs in the
previous year. The profit before tax was Rs 972 Lakhs as against Rs 651 Lakhs in the
previous year. Generally, business should continue to progress. Barring unforeseen
circumstances, there should be improved results in the current financial year 2023-24.
4. Performance of Subsidiary Companies
MHE Rentals India Private Limited ("MHE Rentals")
This Subsidiary is engaged in the equipment rental business. For the year ended March
31st, 2023, the turnover was Rs1352 lakhs as against Rs1271 lakhs in the previous year.
The Profit for the year ended March 31st, 2023 was Rs57 lakhs as against a profit of Rs15
lakhs in the previous year. Further, pursuant to the acquisition of shares by the company
from existing shareholders of MHE Rentals, as approved by the Board of Directors of the
company, MHE Rentals become Wholly Owned Subsidiary of the Company on 8th August, 2023.
Jost's Engineering Inc.
The Company had incorporated a Wholly Owned Subsidiary Company outside India, namely,
Jost's Engineering Inc. in USA during the Financial Year. This entity has not yet
commenced any business activities since incorporation.
JECL Engineering Limited
The Company had incorporated a Wholly Owned Subsidiary Company in India, namely, JECL
Engineering Limited, on
12th December, 2022. The company is in the process of setting up a factory to commence
its manufacturing activities at Murbad, Thane.
5. Share Capital
Authorized Share Capital: Your Company has its Authorized Share Capital of Rs.
1,00,00,000 divided into 20,00,000 Equity Shares of Rs 5/- each as on 31st March, 2023.
Issued, Subscribed and Paid up Share Capital: Your Company has its Issued, Subscribed
and Paid up Share Capital of Rs 93,28,730 divided into 18,65,746 Equity Shares of Rs 5/-
each as on 31st March, 2023.
Pursuant to the Stock Split approved by Board of Directors in their meeting held on 7th
February, 2023 and approval of shareholders at their Extra Ordinary General Meeting held
on 23rd March, 2023, the authorized, issued, subscribed and paid up equity share capital
of face value of Rs 5/- each stands sub-divided into equity shares of face value of Rs 2/-
(Rupees Two) each with effect from 28th April, 2023 (Record date).
6. Stock Split
During the financial year ended 31st March, 2023, in order to improve the liquidity of
Company's shares in the stock market and to make it more affordable for the small
investors and also to broad base the small retail investors, the Board of Directors of the
Company at its meeting
held on 7th February, 2023 approved sub- division/split of face value of equity shares
of the Company and the same was also approved by the members at their meeting held on 23rd
March, 2023 pursuant to which equity share having face value of Rs 5/- each of the Company
was sub-divided/split into such number of equity shares having face value of Rs 2/- each
with effect from 28th April, 2023 (record date for sub-division).
Necessary approvals from the BSE Limited for sub-division of shares and confirmation
from the Depositories viz. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) for assignment of new ISIN were duly taken
care. Further, Capital clause of the Memorandum of Association of the Company has been
amended accordingly. The Company5 s equity shares are listed and actively
traded on the BSE Limited.
7. Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in terms of
requirement of Companies Act, 2013 and in accordance with the relevant Indian Accounting
Standards issued by the Institute of Chartered Accountants of India and forms an integral
part of this Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule
5
Companies (Accounts) Rules, 2014, a statement containing salient features of the
financial statements of Subsidiaries / Associate Companies / Joint Ventures is given in
Form AOC - 1, which is attached to the Financial Statements of the Company.
8. Material Subsidiary
MHE Rentals India Private Limited is a Material Subsidiary of the Company as per the
threshold laid down by the SEBI (Listing Obligations Disclosure Requirements) Regulations,
2015, as amended. The Board of Directors of the Company has approved a policy for
determining material subsidiaries which is in line with the SEBI (Listing Obligations
Disclosure Requirements) Regulations, 2015, as amended from time to time. The policy has
been uploaded on the company's website at www.iosts.com.
9. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with
Companies(Accounts) Rules, 2014 is annexed as Annexure "A" to the Boards'
Report.
10. Directors' Responsibility Statement
(vi) that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
11. Particulars of employees
The information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not given, as no employee, employed throughout the
financial year 2022-23, was in receipt of the remuneration of Rs 102 lakhs or more and no
employee, employed for the part of the financial year 2022-23 was in receipt of
remuneration of Rs 8.50 lakhs or more per month.
12. Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of the Annual Return as at March 31, 2023 on its website at www.iosts.com
at web link: https://josts.com/wp-
content/uploads/2023/08/MGT-7-Annual-
Return-2022-23.pdf
13. Deposits
During the year under review, the Company has not accepted/renewed any deposits, within
the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance
of Deposits) Rules, 2014.
To the best of the knowledge and belief of the Directors of the Company and according
to the information and explanations obtained by them, your Directors make the following
statement in terms of Section 134(3) (c) and Section 134 (5) of the Companies Act, 2013:
(i) that in the preparation of the Annual Accounts for the year ended March 31st, 2023,
the applicable accounting standards read with requirements set out under Schedule III to
the Act, had been followed with proper explanation and there are no material departures
from the same;
(ii) the directors had selected such accounting policies and applied them consistently
and made judgment and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31st, 2023 and of the profit
of the Company for the year ended on that date;
(iii) that the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013,
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(iv) that the directors had prepared the annual accounts on a going concern basis;
(v) that the Directors 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
14. Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013, have been disclosed in the Financial Statements at the
appropriate places.
15. Code of Conduct (Code) for Board Members and Senior Management
The Company has adopted, the Code for enhancing further ethical and transparent process
in managing the assets and affairs of the Company. This Code has been posted on the
website of the Company (www.josts.com).
16. Vigil Mechanism / Whistle Blower Policy
In compliance with the provisions of Section 177 of the Companies Act, 2013, and Rule 7
of the Companies (Meetings of Board and its powers) Rules, 2014, the Company has
established Vigil Mechanism / Whistle Blower Policy to encourage Directors and Employees
of the Company to bring to the attention of any of the following persons, i.e. the
Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical
behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for
Directors and Senior Management (Code) that could adversely impact the Company's
operations, business performance or reputation. The Vigil Mechanism / Whistle Blower
Policy has been posted on the website of the Company (www.josts.com).
17. Risk Management Policy
The Company has developed and implemented, a Risk Management Policy in compliance with
the provisions of Section 134 (3) (n) of the Companies Act, 2013.
Risk Management is an organizationwide approach towards identification, assessment,
communication and management of risk in a cost-effective manner - a holistic approach to
managing risk. Generally, this involves reviewing operations of the organization,
identifying potential threats to the organization and the likelihood of their occurrence
and then making appropriate actions to address the most likely threats.
The Policy provides for constitution of Risk Management Core Group (RMCG) consisting of
Functional / Departmental / Product line heads and headed by Chairman of the Company. The
RMCG shall be collectively responsible for developing the Company's Risk Management
principles and Risk Management expectations, in addition to those specific
responsibilities as outlined in the Policy. The RMCG will provide updates to the Audit
Committee and Board of Directors of the Company on key risks faced by the Company, if any,
and the relevant mitigant actions.
The major risks such as Operational Risk, Financial Risk, External Environment and
Strategic Risk have been identified and the Risk Management process has been formulated.
The Risk Management Policy has been posted on the website of the Company
(www.josts.com).
18. Nomination and Remuneration Policy
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination
and Remuneration Committee has framed Nomination and Remuneration Policy ("the
Policy"). The Policy applies to the Board of Directors, Key Managerial Personnel and
the Senior Management Personnel. The Policy lays down criteria for selection and
appointment of Board Members, Key Managerial Personnel and Senior Management Personnel and
also lays down a framework in relation to remuneration of the aforesaid persons.
The Nomination and Remuneration Policy has been posted on the website of the Company
(www.josts.com).
19. Prevention of Sexual Harassment
The Company has constituted an "Internal Complaints Committee" in compliance
with the Sexual Harassment of Women at work place (Prevention,
Prohibition and Redressal) Act,2013. During the year under review, no complaints of
Sexual Harassment were reported to the Board.
20. Committees of the Board
The Board of Directors have constituted the following Committees in compliance with the
Companies Act, 2013. These Committees deal with specific areas and activities which
concern the Company.
(i) Audit Committee |
Mr. F. K. Banatwalla (DIN: 02670802) - Chairman Mr. Shailesh Sheth
(DIN: 00041713) - Member Mr. Jai Prakash Agarwal (DIN: 00242232) - Member |
(ii) Nomination and
Remuneration
Committee |
Mr. Shailesh Sheth (DIN: 00041713) Chairman Mr. Marco Wadia (DIN: 0
0244357) Member Mr. F. K. Banatwalla (DIN: 02670802) - Member |
(iii) Stakeholders Relationship Committee |
Mr. Shailesh Sheth (DIN: 00041713) - Chairman Mr. F.K. Banatwalla
(DIN: 02670802) - Member Mr. Jai Prakash Agarwal (DIN: 00242232) - Member |
(iv) Corporate Social
Responsibility
Committee |
Mr. Jai Prakash Agarwal (DIN: 00242232) - Chairman Mr. Vishal Jain
(DIN: 00709250) - Member Mr. F. K. Banatwalla (DIN: 02670802) - Member |
(v) Share Transfer Committee* |
Mr. Shailesh Sheth (DIN: 00041713) - Chairman Mr. F.K. Banatwalla
(DIN: 02670802) - Member Mr. Jai Prakash Agarwal (DIN: 00242232)- Member |
* The Board of Directors in their meeting held on February 7th, 2023 had constituted
"Share Transfer Committee" with immediate effect.
All the recommendations made by the Audit Committee were accepted by the Board.
21. Independent Directors' Meeting
During the year under review, a separate meeting of the Independent Directors of the
Company was held on February 06th, 2023 and attended by the Independent Directors, to
review the performance of Non-Independent Directors (including the Chairman) and the Board
as a whole. The Independent Directors also reviewed the quality, content and timeliness of
the flow of information between the Management and the Board and its Committees which is
necessary to effectively and reasonably perform and discharge their duties.
22. Meetings of the Board
During the year under review 5 (Five) Board Meetings and 16 (Sixteen) Committee
Meetings were convened and held. The details of the same forms a part of the Corporate
Governance Report.
23. Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations
evaluation has been carried out by the Board, Nomination and Remuneration Committee (NRC)
and by the Independent Directors.
The Board has carried out an annual performance evaluation of its own, individual
Directors including Independent Directors (excluding the director being evaluated) and its
Committees.
Board evaluation was carried out on the basis of questionnaire, prepared after
considering various inputs received from the Directors, covering various aspects revealing
the efficiency of the Board's functioning such as Development of suitable strategies and
business plans, size, structure and expertise of the Board and their efforts to learn
about the Company and its business, obligations and governance.
Performance evaluation of every Director was carried out by Board and Nomination and
Remuneration Committee on parameters such as appropriateness of qualification, knowledge,
skills and experience, time devoted to Board deliberations and participation in Board
functioning, extent of diversity in the knowledge and related industry expertise,
attendance and participations in the meetings and workings thereof and initiative to
maintain high level of integrity & ethics.
In their separate meeting, the Independent Directors had carried out performance
evaluation of NonIndependent Directors, the Board as a whole and the Chairman, taking into
account the views of Executive and NonExecutive Directors.
The quality, quantity and timeliness of flow of information between the Company
Management and the Board which is necessary for the Board to effectively and reasonably
perform their duties were also evaluated in the said meeting.
The performances of Committees were evaluated on parameters such as whether the
Committees of the Board are appropriately constituted, Committees has an appropriate
number of meetings each year to accomplish all of its responsibilities, Committees
maintain the confidentiality of their discussions and decisions, Committee conducts a
selfevaluation at least annually, Committees make periodically reporting to the Board
along with its suggestions and recommendations.
Independent Director's performance evaluation was carried out on parameters such as
Director upholds ethical standards of integrity, the ability of the director to exercise
objective and independent judgment in the best interest of Company, the level of
confidentiality maintained. The Directors expressed their satisfaction with the evaluation
process.
The Board found the evaluation satisfactory and no observations were raised during the
said evaluation in current year as well as in previous year.
24. Related Party Transactions
All contracts/ arrangements/ transactions entered by the Company during FY 202223 with
related parties were on an arm's length basis and in the ordinary course of business.
There were no Material Related Party Transactions (MRPTs) undertaken by the Company during
the year that require Shareholders' approval under Regulation 23(4) of the SEBI Listing
Regulations or Section 188 of the Act.
The approval of the Audit Committee was sought for all RPTs. Certain transactions which
were repetitive in nature were approved through omnibus route. All the transactions were
in compliance with the applicable provisions of the Act and SEBI Listing Regulations.
Details with respect to transaction(s) with the Related Party(ies) entered into by the
Company during the reporting period are disclosed in the accompanying Financial Statements
and the details pursuant to clause (h) of Section 134(3) of Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Form AOC-2 is annexed as Annexure
"B" to the Board Report.
Your directors draw attention of the shareholders to the financial statements which set
out related party disclosures. Related Party Transactions Policy as approved by the Board
has been uploaded on the Company's website www.jost.com at the web link:
https://josts.com/wp- content/uploads/2022/04/l4.l-Policy-on-
Related-Party-Transaction-10-02- 2022.pdf
25. Maintenance of Cost Records
In terms of the provisions of Section 148(1) of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, the Central Government has mandated
certain class of Companies to maintain cost records. Being a manufacturing Company, the
Company falls under the prescribed class of Companies and maintains Cost Accounts and
Records which are also subject to Audit conducted by a Cost Auditor.
26. Auditors
(i) Statutory Auditors
M/s. Shah Gupta & Co. Chartered Accountant (FRN 109574W) was appointed as Statutory
Auditors of the Company at the 115th Annual General Meeting of the Company held on 26th
September, 2022 for a term of five years till the conclusion of 120th AGM to be held in
the year 2027, as required under Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014.
(ii) 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, the Board of Directors had appointed
M/s Akshay Gupta & Co., Company Secretaries, as Secretarial Auditor, to undertake the
Secretarial Audit for the year ended March 31st, 2023.
Further, pursuant to Regulation 24A of SEBI Listing Regulations, Secretarial Audit of
MHE Rentals India Private Limited, material subsidiary of the Company, have also been
undertaken. The Secretarial Audit Report of the Company and of Company's Material
Subsidiary i.e. MHE Rentals India Private Limited for the financial year ended 31st March,
2023 is annexed to this Boards Report as Annexure "C" and does not contain any
qualification, reservation, disclaimer or adverse remarks.
Also, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read
with SEBI Circulars issued in this regard, the Annual Secretarial Compliance Report duly
signed by M/s Akshay Gupta & Co., Company Secretaries, has also been submitted to the
Stock Exchanges within 60 days of the end of the financial year .
Further, the Board has re-appointed M/s Akshay Gupta & Co., Company Secretaries
(FRN: S2018RJ649000) as Secretarial
Auditor of the Company for the FY 2023-24.
Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the
Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during
the year under review.
(iii) Internal Auditors
Your Directors, during the year under review, appointed M/s S.G.C.0 & Co. LLP, to
act as the Internal Auditors of the Company for the financial year 2022-23 pursuant to
section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.
(iv) Cost Auditors
Your Directors inform the Members that pursuant to Section 148 of the Companies Act,
2013 read with The Companies (Cost Records and Audit) Rules, 2014, Manufacturing Companies
are required to get their cost records audited. In this connection, the Board of Directors
of the Company on the commendation of Audit Committee had approved the appointment of M/s.
Devarajan Swaminathan & Co. Cost Accountants (FRN: 100669) as the Cost Auditor of the
Company for the year ending March 31, 2023.
27. Auditor's Report
The reports of the Statutory Auditors, M/s. Shah Gupta & Co. Chartered Accountant
(FRN 109574W), on the Standalone and Consolidated Financial Statements of the Company for
the year ended March 31st, 2023, forms part of this Annual Report.
The Statutory Auditors have submitted an unmodified opinion on the audit of financial
statements for the year ended March 31st, 2023 and there is no
qualification, reservation or adverse remarks given by the Auditors in their Report.
The Secretarial Auditors' Report for the year ended March 31st, 2023 from M/s Akshay
Gupta & Co., Company Secretaries (FRN: S2018RJ649000), does not contain any
qualification, reservation or adverse remark. The Secretarial Auditors' Report is enclosed
as Annexure "C" to the Board's report.
28. Corporate Social Responsibility (CSR)
The Company implemented Corporate Social Responsibility Policy in accordance with the
provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate
Social
Responsibility Policy) Rules, 2014 on recommendation of Corporate Social Responsibility
Committee (CSR Committee) and on approval of the Board of Directors of the Company.
CSR Committee undertakes CSR activities
in accordance with its Corporate Social
Responsibility Policy (CSR Policy)
uploaded on the Company's website at
www.josts.com at the web link:
https://josts.com/wp-
content / uploads/2022/11/CSR-Policy.pdf
In Financial year 2022-23, 2% of the average net profit of the Company, made during the
three immediately preceding financial years comes out to be Rs 9.11 Lakhs. A report on CSR
activities is provided in Annexure "D" to this Board's Report.
29. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013, and Rule 5(1)
of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014
Disclosure with respect to the remuneration of Directors, Key Managerial Personnel and
Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of
Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure "E"
to the Board's' Report.
30. Management Discussion and Analysis Report
The Management Discussion and Analysis Report, as required under Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure
"F" and forms an integral part of this Board's Report.
31. Corporate Governance
The Corporate Governance Report for the year ended March 31st, 2023 along with
Certificate of Compliance of conditions of the Corporate Governance received from the M/s
Akshay Gupta & Co., Practicing Company Secretary, as per the requirements of SEBI
(Listing Obligations and Disclosure Requirements) is annexed as Annexure "G" and
forms an integral part of this Board's Report.
32. Internal Control System
The Company has an effective Internal Control System in place considering the size,
scale and complexity of operations.
The internal control is supplemented by the detailed internal audit programmed,
reviewed by management and by the Audit Committee and documented Policies, SOPs,
Guidelines and Procedures.
The Internal Audit monitors and evaluates the efficacy and adequacy of internal control
system in the company, its compliance with operating systems, accounting procedures and
policies at all locations of the company.
33. Significant and Material Orders passed by the Regulators or Courts
There are no significant and material orders passed by the Regulators / Courts that
would impact the going concern status of the Company and its future operations. However,
members' attention is drawn to the statement on Contingent Liabilities' in the notes
forming part of the Financial Statements.
34. Declaration of Independence
All Independent Directors of the Company have given requisite declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI
Listing Regulations and have complied with the Code of Conduct of the Company as
applicable to the Board of directors and Senior Management.
In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors
have confirmed that they are not aware of any circumstance or situation, which exists or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external influence.
The Company has received confirmation from all the Independent Directors of their
registration on the Independent Directors Database maintained by the Indian Institute of
Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.
35. Directors and Key Managerial Personnel
The list of Directors and Key Managerial Personnel at the end of the reporting period
is as under:
Name |
Designation |
Category |
Mr. Jai Prakash Agarwal (DIN: 00242232) |
Chairman and Whole Time Director |
Executive |
Mr. Vishal Jain (DIN: 00709250) |
Vice-chairman and Managing Director |
Executive |
Mrs. Shikha Jain (DIN: 06778623) |
Director |
Non-Executive |
Mr. Marco Philippus ArdeshirWadia (DIN: 00244357) |
Independent Director |
Non-Executive |
Mr. Shailesh Rajnikant Sheth (DIN: 00041713) |
Independent Director |
Non-Executive |
Mr. Sanjiv Swarup (DIN: 00132716) |
Independent Director |
Non-Executive |
Mr. Farokh Kekhushroo
Banatwalla
(DIN: 02670802) |
Independent Director |
Non-Executive |
Mrs. Rekha Bagry (DIN: 08620347) |
Independent Director |
Non-Executive |
Mr. Pramod Maheshwari (DIN: 00185711) |
Independent Director |
Non-Executive |
Mrs. Shikha Jain (DIN: 06778623), NonExecutive Director of the Company retires by
rotation at the ensuing Annual General Meeting and being eligible offered herself for
re-appointment.
The term of Mr. Vishal Jain (DIN: 00709250) as Managing Director of the Company is due
for completion on 3rd October, 2023. Your Directors upon recommendation of Nomination and
Remuneration Committee and Audit Committee proposed to reappoint Mr. Vishal Jain (DIN:
00709250), as Managing Director for further period of 3 Years i.e. from 4th October, 2023
to 3rd October, 2026. The proposal for confirmation of reappointment of Mr. Vishal Jain
(DIN: 00709250) as Managing Director for further period of 3 years and remuneration
payable to him, shall be put up before the ensuing Annual General Meeting for the approval
of the Shareholders of the Company.
The term of Mr. Jai Prakash Agarwal (DIN: 00242232) as an Executive Chairman i.e
Chairman and Whole Time Director of the Company is due for completion on 31st March, 2024.
Your Directors upon recommendation of Nomination and Remuneration Committee and Audit
Committee proposed to reappoint Mr. Jai Prakash Agarwal (DIN: 00242232), as an Executive
Chairman i.e Chairman and Whole Time Director of the Company for further period of 3 Years
i.e. from 1st April, 2024 till 31st March, 2027. The proposal for confirmation of
reappointment of Mr. Jai Prakash Agarwal (DIN: 00242232) as an Executive Chairman i.e
Chairman and Whole Time Director of the Company for further period of 3 years and
remuneration payable to him, shall be put up before the ensuing Annual General Meeting for
the approval of the Shareholders of the Company.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and
the Secretarial Standards on General Meeting ('SS-2') are given in the Notice of this AGM,
forming part of the Annual Report.
Mr. Sanjiv Swarup (DIN: 00132716), Mr. Pramod Maheswari (DIN: 00185711) and Mrs. Rekha
Bagry (DIN: 08620347) were appointed as an Independent Director of the Company with effect
from 7th February, 2023.
Mrs. Babita Kumari (Membership No. A40774) was appointed as Company Secretary and
Compliance Officer of the Company, with effect from 6th August, 2022.
36. Investor Education & Protection Fund ('IEPF')
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), dividend, if not claimed for a period of seven years from the date of
transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has remained unclaimed for seven
consecutive years or more from the date of transfer to unpaid dividend account shall also
be transferred to the demat account of IEPF Authority. The said requirement does not apply
to shares in respect of which there is a specific order of Court, Tribunal or Statutory
Authority, restraining any transfer of the shares.
In the interest of the shareholders, the Company sends reminders to the shareholders to
claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority.
Notices in this regard are also published in the newspapers and the details of unclaimed
dividends and shareholders whose shares are liable to be transferred to the IEPF
Authority, are uploaded on the Company's website.
In light of the aforesaid provisions, the Company is required to transfer dividends
which remained unpaid/ unclaimed for a period of seven years to the IEPF established by
the Central Government. The unpaid/ unclaimed dividend for the year ended March 31, 2016
is due for transfer to IEPF on or after 19th August, 2023.
During the period under review, the Company transferred 2,580 Equity shares of Rs 5/-
each, on which dividend of the year 2015 remained unclaimed for seven consecutive years to
Investor Education and Protection Fund (IEPF) pursuant to Section 124 (6) of the Companies
Act, 2013 within the scheduled time.
Further, a Dividend amount of Rs. 90805/- which remained unclaimed against dividend of
the year 2015, was transferred to IEPF pursuant to Section 124 of the Companies Act, 2013
within the Scheduled time.
37. Statement on compliances of applicable Secretarial Standards
In requirement of para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1,
your Directors states that they have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.
38. Material changes and commitments, if any
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year of the company to which the financial
statements relate and the date of the report.
39. Change in the nature of business
There is no change in the nature of the business of your Company during the Financial
Year under review.
40. Statement in respect of adequacy of internal financial control with reference to
the financial statements
The Board has adopted the policies and procedures for ensuring the orderly and
efficient conduct of its Business, including adherence to the Company^ s policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and timely preparation of the reliable financial
disclosures.
41. Proceeding under Insolvency and Bankruptcy Code, 2016
During the year under review, the Company has neither made any application nor any
proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC a
Code"). Further, at the end of the financial year, Company does not have any
proceedings related to IBC Code..
42. Reserves
During the financial year ended March 31st, 2023, no amount was transferred to General
reserves.
43. Acknowledgements
The Board of Directors wish to place on record their appreciation for the continued
support and co-operation by the bankers, customers, suppliers and other stakeholders. The
Directors also thank the employees at all levels for their hard work, dedication and
support.
For and on behalf of the Board
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Sd/- |
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Jai Prakash Agarwal |
Date 14th August , 2023 |
Chairman and Whole Time Director |
Place: Goa |
DIN: 00242232 |
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