To,
The Members
Your Directors are pleased to present their Seventy-fourth (74th) report for the Financial Year ended 31st March, 2023.
1. Financial Highlights
The Company's financial performance for the Financial Year ended 31st March, 2023 is summarized below:
(Rs In Lakhs)
1.1 State of the Company's Affairs
During the year under review, revenue from operations has increased by 13.19% to 40,868.86 Lakhs in comparison to 36,107.40 Lakhs. Profit before tax increased by 6.93% to 3,034.23 Lakhs in comparison to 2,837.54 Lakhs on account of rise in sales during the Financial Year. Profit after tax also increased by 7.33% to 2,279.35 Lakhs in comparison to 2,123.72 Lakhs in preceding Financial Year. Earnings per share for the year stood at 9.98 as compared to 9.30 in the preceding Financial Year.
Consolidated turnover stood at 50,334.79 Lakhs as compared to 43,781.84 Lakhs in the preceding Financial Year i.e. increase of 14.97% and consolidated profit after tax has increased by 11.78% and stood at 2,740.08 Lakhs as compared to 2,451.29 Lakhs. The Group has crossed the 500 Crores milestone for the first time.
Overheated supply and increased competition in the market affected the margins and increased our inventory levels. The OEM's are still struggling with supply chain issues for their newer vehicles and hence leading to excess supply in the aftermarket. With normalcy returning to the market small manufacturers of auto components overcame the challenges of raw material volatility and working capital requirements. Their operations and production also came back to the normal levels.
Even with the above factors, we are continuing to make inroads with new products and within our network by increasing the number of branches. With the strong support of our principals as well as the inventory holding capacity of the Company, your Company was able to grow and maintain the bottom line in Financial Year 2022-23.
In spite of the challenging situation, we managed to consolidate our market share given our strong increased branch network, infrastructure and full support from our dealer network. This is result of the progressive policy followed by the Company over the years. These progressive policies will be continued and we look forward to a stronger and more effective working in future. Your Company also realizes its responsibility towards the environment and the Head Office today generates most of its own power requirement through Solar power. We have installed a 60KW plant at the head office catering to our requirements at the Head Office.
2. Details of material changes from the end of the financial year till the date of this report
There were no material change(s)/ commitment(s) affecting the financial position of the Company between 01st April, 2023 and date of this report.
2.1 Change in the nature of business
There was no change in the nature of the business of the Company, which is engaged in the business of distribution of auto spare parts across India.
2.2 Capital Expenditure incurred during the year and its impact on the liquidity of the Company
No major capital expenditure, having any impact on the liquidity of the Company, has been incurred during the Financial Year 2022-23.
3. Alteration in Accounting Policies as per IND AS
During the year under review, your Company has amended/re-instated few accounting policies which were necessitated on account of amendments notified by Ministry of Corporate Affairs and National Financial Authority of India, by way of incorporation/ deletion/substitution of few provisions of IND AS, which are in consonance with IND AS.
4. Consolidated Accounts
Consolidated Financial Statements are prepared in accordance with the provisions of the Companies Act, 2013 read with IND AS 110 – Consolidated Financial Statements, IND AS 28 – Investment in Associates and Subsidiary. Consolidated Financial Statements for the Financial Year 2022-23 forms part of this Annual Report.
A statement in Form AOC-1 containing the salient features of the financial statements of associate companies and material subsidiary company is annexed (Annexure – 1). Consolidated Financial Statements have been prepared on the basis of audited annual financial statements of your Company and its material subsidiary and associate companies, which are treated as subsidiaries for the purpose of consolidation of accounts as per the requirement of IND AS - 110.
5. Dividend
The Company has a track record of declaration of dividend. The Board of Directors has recommended, for the financial year 2022-23, a dividend of 02/- (i.e. 100% percent per equity share) per equity share of 02/- each on the paid-up equity share capital of 456.82 Lakhs amounting to 456.82 Lakhs. The dividend at same rate (100%) (Previous year 100%) has been recommended by the Board considering the profits earned by the Company and that the same is subject to deduction of tax at source. The dividend payment is subject to approval of the members at the 74th Annual General Meeting, which will be paid, if declared, to the shareholders within 30 days from the date of declaration.
5.1 Transfer of unclaimed dividend into Investor Education & Protection Fund (IEPF)
In accordance with the provisions of Section 124 of the Companies Act, 2013, unclaimed dividend for the Financial Year 2015-16, aggregating to 12,02,644/- lying with the Company for a period of seven (07) years was transferred to the Investor Education and Protection Fund established by the Central Government.
5.2 Uncashed / Unclaimed Dividend(s)
Details of uncashed / unclaimed dividends commencing from Financial Year 2016-17 are as under:
Financial Year
*During the F.Y. 2019-20 the Company has subdivided its equity shares in the ratio of 1:5 i.e. from One (1) Equity share of
10/- each into Five (5) Equity shares of 2/- each. Therefore, w.e.f. F.Y. 2019-20, the dividend is being paid on sub-divided face value of share i.e. fully paid up equity share of 2/- each.
Shareholder(s) who has / have not encashed the dividend(s) is/are requested to encash their dividend or approach the Company / Registrar & Transfer Agent, before these are statutorily transferred to Investor Education and Protection Fund Authority.
5.3 List of shareholder(s) who have not claimed their dividends (Interim / Final) is uploaded on the website of the Company vide link: https://drive.google.com/file/d/1_b87mSOgKUgavr1B40woD1jtbAy-xo4K/view .
5.4 SEBI has, vide its circular dated April 20, 2018, mandated the transfer of unpaid dividend directly to the Bank Account of Shareholders. Shareholders are therefore advised to register / update their Bank details with the Company's Registrar and Share Transfer Agent.
5.5 Transfer of shares to the Demat Account of Investor Education and Protection Fund Authority
Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred all shares in respect of which dividend(s) has / have not been claimed by the shareholders for seven consecutive years or more in the Demat account of Investor Education and Protection Fund Authority ("IEPF Demat Account"). The details of equity shares transferred into IEPF Demat Account for the Financial Year 2015-16 are given hereunder:
S.No. No. of shares transferred into IEPF Demat Account 1 53,685
Details of shares which had been transferred into IEPF Demat account can be downloaded from website of IEPF www.iepf.gov.in or under the link: https://drive.google.com/file/d/1nyjG4IH9KcH66aQ3_1PjMdL_h975bGIN/view .
5.6 Shareholders who have not claimed / encashed dividends for the past seven consecutive years are advised to claim their dividend before these are statutorily transferred into IEPF Demat Account. Details of dividend transferred into IEPF may be downloaded / checked from the website of IEPF Authority.
6. Transfer to Reserves
An amount of 1,000 Lakhs ( One Thousand Lakhs only) has been transferred to General Reserve during the Financial Year 2022-23; and an amount of 3,556.69 Lakhs has carried forward as retained earnings.
7. Subsidiary and Associate Companies
As at 31st March, 2023, your Company has one material subsidiary and two associate companies, as per details given hereunder:
a) JMA Marketing Limited (CIN: U51909DL1991PLC042645) – Material Subsidiary;
b) Jullundur Auto Sales Corporation Limited (CIN: U34101DL1959PLC003066) – Associate; and c) ACL Components Limited (CIN: U32204HR1985PLC049478) – Associate.
Above material subsidiary & associates companies are inter-alia engaged in the business of distribution of auto spare parts in different regions of India.
7.1 Material Subsidiary
Pursuant to the notification of SEBI bearing no. SEBI/LED-NRO/GN/2018/10 dated 09th May, 2018, JMA Marketing Limited has been considered and defined as Material Subsidiary w.e.f. 01st April, 2019, in terms of policy of the Company on Material Subsidiary, which is uploaded on the Company's website vide link: https://drive.google.com/file/d/1U9J7FzV7uzo4xrFRwsup0MC6pdl_FOZk/view 7.2 Annual Audited Accounts of Material Subsidiary and Associate Companies are available at the registered office of the Company and will be provided to the member(s), if interested, to obtain the same. Audited Annual Financial Statements of Material subsidiary company are also available on website of the Company i.e. www.jmaindia.com.
7.3 Minutes, Financial Statements, investment proposals / decisions and significant transactions / arrangements of Material Subsidiary are being placed before the Board of the Company in terms of provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Policy of the Company on Material Subsidiary.
7.4 Report on performance of Material Subsidiary and business details are given in the Management Discussion and Analysis Report. 7.5 During the year under review, there was no company(ies) which have become or ceased to be subsidiaries, associate and joint venture of the Company.
7.6 The Board of Directors of JMA Marketing Limited (Material Subsidiary of the Company) as a part of the Company's restructuring plan, at a meeting held on 11th November, 2019, had approved the Scheme of Amalgamation/Merger of ACL Components Limited, JMA E-Comm Private Limited and Jullundur Auto Sales Corporation Limited (Transferor Companies) into JMA Marketing Limited ("the Company"). The intended amalgamation, after approval by the shareholders of the Company at their meeting convened on 05th December, 2020 under the directions of Hon'ble National Company Law Tribunal, ("NCLT") New Delhi, has been approved by both the Hon'ble National Company Law Tribunal, Chandigarh Bench and New Delhi Bench vide their respective orders dated 29th June, 2022 and 26th April, 2023, certified true copy of which were received on 04th August, 2022 and 19th May, 2023, respectively. The appointed date under the Scheme is April 1, 2019. The above Companies are in the process to implement the Scheme of Amalgamation as approved by both the Hon'ble National Company Law Tribunal, New Delhi Bench and Chandigarh Bench under section 230-232 of the Companies Act, 2013.
8. Public Deposits
During the Financial Year ended 31st March, 2023, the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
9. Conservation of energy, technology absorption and foreign exchange earnings and outgo
Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, were not applicable to the Company during the year under review. There was no inflow and / or outflow of foreign exchange during the Financial Year 2022-23.
10. Changes in Capital Structure
As at 31st March, 2023, Authorized Share Capital was 1000.00 Lakhs divided into 5,00,00,000 (Five Crore) equity share of 02/ - each. Paid-up share capital of the Company was 456.82 Lakhs divided into 2,28,41,054 equity shares of 02/- each, fully paid-up.
10.1 There has been no change in Share Capital as compared to the previous Financial Year. 10.2 The Company has only one class of equity shares.
10.3 The Company has not issued any equity shares with differential rights.
11. Related Party Transactions
All contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of the business and at arm's length basis.
All transactions with related parties were reviewed and approved by the Audit Committee and the Board and are in accordance with the policy on related party transactions formulated by the Company and the said policy is also uploaded on the Company's website vide link: https://drive.google.com/file/d/1jzTTESSubjMQUOzwOk3IzzNxykm_suge/view There are no material significant related party transactions that may have potential conflict of interest with interest of the Company at large. The details of related party transactions as per IND AS – 24 are set out in the notes of accounts of the Audited Annual Financial Statements of the Company forming part of this Annual Report.
Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, containing the details of related party transactions is annexed (Annexure-2).
12. Annual Return
The Annual Return of the Company as prescribed under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 is available on website of the Company under the link: https://drive.google.com/file/d/17K3DkhBve6QdQ3Pn7VRyZz2ofGcoUaUS/ view .
13. Directors and Key Managerial Personnel 13.1 Certificate on Non-disqualification of directors
Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a certificate from company secretary in practice that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority(ies).
13.2 Appointment and Resignation/Cessation of the directors 13.2.1 Resignation/Cessation of the directors
There was no instance of resignation of any director taken place during the financial year 2022-23. However, Shri Virat Sondhi, Non-executive Director, Promoter and former Managing Director of the Company on account of his demise on 17th August, 2022, ceased to be member of the Board of the Company. The Board places on record its deep appreciation for his invaluable contribution and guidance during his association as a Director of the Company.
The Company lost the benign presence of Chairman-Emeritus Shri Virat Sondhi who left for his heavenly abode on 17th August, 2022. The members of the Board in their meeting held after the aforesaid sad incidence placed on record that Shri Virat Sondhi was the strongest pillar of the Company, as he was instrumental in bringing the Company to this stage and contributed immensely specially after he took-over the management of the Company. His untiring efforts elevated the Company to its present status. His efforts have resulted in Company having achieved a strong footing in the market.
The Board also requested and suggested to CEO of the Company that legacy of late Shri Virat Sondhi's ethics and value system, honesty, simplicity and dedication should continue to be followed by the Company. There cannot be a better tribute to him if the legacy and path he showed is continued to be followed.
The entire Board expressed its deepest and most heartfelt condolences to the family on the sad demise of Shri Virat Sondhi, Chief mentor of the Company.
13.2.2 Appointment of directors
There was no instance of appointment of any director taken place during the financial year 2022-23. However, your Directors have recommended the appointment of Shri Sanjay Sondhi (DIN: 01311331) and Shri Rajesh Nangia (DIN: 10149393) as Director, in the capacity of an Independent Director w.e.f. 01st September, 2023, for a period of five years, on the Board of the Company, subject to the approval of Shareholders of the Company.
Pursuant to the Regulation 25 (2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of shareholders by way of special resolution is required for appointment / re-appointment of independent directors. The appointment of Shri Sanjay Sondhi and Shri Rajesh Nangia shall require the approval of shareholders by way of passing of Special Resolution, in terms of aforesaid provision.
13.2.3 There was no other change in the composition of Board of Directors of the Company, during the financial year under review.
13.2.4 Re-appointment / Confirmation of appointment of Directors retiring by rotation
In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Shri Deepak Arora (DIN: 00093077) and Smt Shuchi Arora (DIN: 00093201), Directors of the Company, are retiring by rotation at the 74th Annual General Meeting and each being eligible, offers themselves for re-appointment.
Detailed profile of appointee Directors is given at Note 26 to the notes annexed with Notice of Annual General Meeting together with justification / rationale for such appointment / re-appointment.
Accordingly, your directors recommend the appointment/re-appointment of aforesaid directors for approval of the members.
13.3 Key Managerial Personnel
Shri Varoon Malik, Chief Executive Officer, CA Narinder Pal Singh, Chief Financial Officer and CS Ramkesh Pal, Company Secretary are the Key Managerial Personnels of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
13.4 Appointment and Resignation of the KMP
There was no instance of appointment and / or resignation of any KMP taken place during the financial year 2022-23.
13.5 Details required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Section 197 of the Companies Act, 2013 are given in this Report and annexures thereof.
14. Declaration by Independent Director(s)
All Independent Directors have furnished declarations that they meet the criteria of independence and they are registered members of the Independent Directors' Databank as laid down under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
15. Board Meetings
15.1. Number of Board Meetings
During the year under review, your Board of Directors met 04 (Four) times, details of which along with attendance of the Directors in such meetings are provided in the Corporate Governance Report.
15.2. Annual Evaluation
Board of Directors of your Company has carried out its own annual performance evaluation and also of the directors individually, as well as that of working of the Committees, in accordance with the provisions of the Companies Act, 2013 read with applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.
16. Separate meeting of Independent Directors
During the Financial Year 2022-23, a separate meeting of Independent Directors was held on 30th March, 2023 to consider and review: i) Performance of Non-Independent Directors and the Board as a whole; ii) Performance of the Chairman of the Company, taking into account of the views of Executive Directors and Non-executive Directors; and iii) Assess the quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
17. Directors' Responsibility Statement
In terms of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: a) in the preparation of the annual financial statements for the year ended 31st March, 2023, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) they had 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 and of the profit of the Company for that period; c) they have 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; d) they have prepared the annual accounts 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 were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. Auditors
18.1 Statutory Auditors
M/s Aiyar & Co., Chartered Accountants (Firm Regn No. 001174N), were appointed as Statutory Auditors of the Company for their second term of five years in the 73rd Annual General Meeting, to hold office till the conclusion of 78th Annual General Meeting.
Statutory Auditors have confirmed their eligibility as required under Section 139 and 141 of the Companies Act, 2013 and the rules made thereunder, to continue and hold office as auditors.
18.2 An amount of 9.10 Lakhs had been paid to M/s Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company on a consolidated basis, for all the services obtained from them including limited review and fee to carry out statutory audit for the Financial Year 2022-23.
18.3 Report of Auditors
Reports of Statutory Auditors on Audited Annual Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2023 are self-explanatory and do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer, which call for any comment(s) from the Board of Directors as required under Section 134 of the Companies Act, 2013.
18.3.1 Fraud Reporting
During the year under review, no incidence of fraud has been reported by the Auditors to Audit Committee of the Board.
18.3.2 Report on Internal Financial Controls on Financial Reporting
In the opinion of Statutory Auditors, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at 31st March, 2023. Reference may be made to "Annexure – B" of the Independent Auditors Report.
19. Secretarial Auditors and their report
Your Board of Directors has appointed M/s Vijay K. Singhal & Associates, Company Secretaries, as Secretarial Auditors to carry out Secretarial Audit of the Company and its Material Subsidiary i.e. JMA Marketing Limited for the Financial Year 2022-23. Based on the audit carried out by Secretarial Auditors, they have submitted their report(s), which are annexed herewith as (Annexure-3) & (Annexure-4) and forms part of this Boards' Report. Report(s) of Secretarial Auditors are self-explanatory and do not contain any qualification, reservation or adverse remark.
19.1 Annual Secretarial Compliance Report
The Company has obtained Annual Secretarial Compliance Report ("Compliance Report") for the Financial Year 2022-23 from a Company Secretary in Practice, which does not contain any qualification(s), reservation(s) adverse remark(s) or disclaimer. Compliance Report has also been furnished before the Board and submitted with National Stock Exchange of India Limited within the prescribed time limit.
20. Compliance with Secretarial Standards
Your Company has complied with the provisions of applicable Secretarial Standard I and Secretarial Standard II, issued and notified by the Institute of Company Secretaries of India (ICSI).
21. Adequacy of Internal Financial Controls
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the IND AS and the Companies Act, 2013.
An extensive risk based programme of internal audit and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. M/ s Bhatia & Bhatia, Chartered Accountants, are the Internal Auditors of the Company. In addition they are also reporting in respect of Internal Financial Controls and certifying that such Financial Controls are adequate and are operating effectively.
22. Internal Control Systems
The Company has effective and adequate internal control systems covering all areas of operations. The Internal control system provides for well documented policies/guidelines, authorizations and approval procedures. The Internal control system provides a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from un-authorized use and compliance of statutes.
Such internal control system is also reviewed for its adequacy and effectiveness through internal audit carried out at various locations.
23. Internal Auditors and reporting
M/s Bhatia & Bhatia, Chartered Accountants, were appointed to conduct the internal audit for the Financial Year 2022-23. Internal audit ensures that the systems designed and implemented, provide reasonable assurances to the adequacy of the internal controls commensurate with the size and operations of the Company. The observations, arising out of audit, are periodically reviewed and compliances ensured.
Internal Auditors are directly reporting to the Audit Committee. The summary of the Internal Audit observations and the status on implementation of corrective actions are reported to the Audit Committee for their review.
24. Risk Management Framework
Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a well-defined Risk Management Policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. The policy is intended to improve decision-making, define opportunities and to mitigate material events that may impact shareholder value. Your Company has taken adequate insurance to protect its assets.
25. Cost Audit
Since your Company is engaged in the business of trading of auto spare parts i.e. trading business, provisions regarding maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules made thereunder, are not applicable.
26. Audit Committee
In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a qualified and independent Audit Committee, details of composition of which are given in Corporate Governance Report attached with this report. CA Mohindar Mohan Khanna, Independent Director, is the permanent Chairman of the Audit Committee. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company. During the year under review, composition of the Audit Committee has been reconstituted on account of demise of Shri Virat Sondhi on 17th August, 2022, member of the Audit committee.
27. Vigil Mechanism
In accordance with Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Whistle Blower - cum - Vigil Mechanism Policy for the Directors and the Employees as adopted by the Board, is in place and implemented. Details of aforesaid policy are given in the Corporate Governance Report. Such policy has also been uploaded on the website of the Company vide link: https:// drive.google.com/file/d/1uAyu_Kw-UOrGZwGF5wC8sShQsEj8JAWi/view.
28. Particulars of loans, guarantee or investments under Section 186 of the Companies Act, 2013 & Rules made thereunder
Your Company has not given any loans, guarantees or made investments during the year under review. Investments in other body corporates made before the financial year 2022-23 were within the ambit of Section 186 of the Companies Act, 2013.
29. Nomination and Remuneration Policy
Your Company has Nomination and Remuneration Policy in place for selection, appointment and remuneration of the Directors, Key managerial personnel and senior management employees of the Company. The Company's remuneration policy is driven by the success and performance of the individual employee and growth of the Company. Such policy has also been uploaded on website of the Company vide link: https://drive.google.com/file/d/1U1K-MFhckiDSt8IS0BLEn664-qh_qnyn/view During the year under review composition of the Nomination and Remuneration Committee has been reconstituted on account of demise of Shri Virat Sondhi on 17th August, 2022, member of the Nomination and Remuneration committee.
30. Management Discussion and Analysis Report
Management Discussion and Analysis Report is annexed (Annexure-5).
31. Corporate Governance Report and CEO & CFO Certification
A detailed Corporate Governance Report and CEO & CFO Certificate form part of this Board's Report and are annexed with this Annual Report.
32. Corporate Social Responsibility Initiatives
During the Financial Year ended on 31st March, 2023, the Company has incurred CSR expenditure of 48.89 Lakhs. CSR initiatives taken were under the thrust areas of health & hygiene, education, skill enhancement, hunger management, welfare activities and promotion of nationally recognized sports. Annual Report on the CSR activities undertaken by the Company is annexed (Annexure – 6) to this report. During the year under review composition of the Corporate Social Responsibility (CSR) Committee has been reconstituted on account of demise of Shri Virat Sondhi on 17th August, 2022, member of the CSR Committee.
33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
The Company's policy on prevention of sexual harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under the policy.
There was no complaint received from any employee during the Financial Year 2022-23 and hence, no complaint is outstanding as at the end of the year for redressal.
34. Prevention of Insider Trading
The Board of Directors have formulated a Code to regulate, monitor and report trading by insiders and practices and procedures for fair disclosure of unpublished price sensitive information in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, to prevent misuse of any unpublished price sensitive information and prohibit insider trading activity. The Code of Practice and Procedure for Fair Disclosure of unpublished Price Sensitive Information is available at https://drive.google.com/file/d/1l5WkNeQlA1Dkf572yESq05WK4fYVsd5x/view
35. Human Resources
At the end of March 2023, the total employee strength of the Company was 546. The Company's focus is to drive each employee to be more focused and productive. Regular training programs at various levels are in operation. Incentives are given wherever required to motivate staff to meet Company's overall objectives.
36. Remuneration Disclosures
Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed (Annexure-7) to this Report.
37. Orders passed by regulators / courts / tribunals
No significant or material orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely impact the financial position, going concern status of the Company and its future operations.
38. General
During the year under review:
• There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and
• There was no instance of onetime settlement with any Bank or Financial Institution.
Acknowledgment
The Directors wish to convey their thanks to various Central and State Government departments, Organizations and Agencies for the continued help and co-operation extended by them.
The Directors would also like to thank the Shareholders, Customers, Bankers, Suppliers, Manufactures and all other stakeholders for their continuous support given by them to the Company and their confidence in its management. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.
For and on behalf of the Board of Jullundur Motor Agency (Delhi) Limited