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Jayaswal Neco Industries Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 4617.10 Cr. P/BV 2.25 Book Value (Rs.) 21.13
52 Week High/Low (Rs.) 65/20 FV/ML 10/1 P/E(X) 20.36
Bookclosure 26/09/2023 EPS (Rs.) 2.34 Div Yield (%) 0.00
Year End :2023-03 

Your Directors are pleased to present their 50th Annual Report on the affairs of the Company together with the Audited Financial Statements for the year ended 31st March, 2023.

1. FINANCIAL RESULTS:

The summarised financial results for the year vis-a-vis the previous year are as follows:

Your Company has not carried any amount to reserves, the amount of Profit after tax of ' 226.87 crores has been carried to Balance Sheet and adjusted against retained earnings.

(Rs. in Crores)

Particulars

31.03.2023

31.03.2022

Revenue from Operations

6,342.86

5,958.55

Other Income

22.07

6.28

Total Income

6,364.93

5,964.83

Operating Expenses

5,560.91

4,658.85

EBIDTA

804.02

1,305.98

Finance Costs

453.02

458.63

Depreciation and Amortisation Expenses

265.71

260.99

Exceptional Items

51.19

(1,724.50)

Profit/(Loss) before tax

34.10

2,310.85

Tax Expenses

(192.77)

63.57

Profit/(Loss) after Tax carried to Balance Sheet

226.87

2,247.28

2. DIVIDEND:

Due to accumulated past losses, your Directors do not recommend any dividend on the Equity Shares of the Company for the financial year 2022-23.

3. CHANGE IN NATURE OF BUSINESS OF COMPANY:

There is no change in the nature of business of your Company during the year.

4. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is presented in a separate section forming part of this Annual Report.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY SUBSEQUENT TO THE CLOSE OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes and commitments have occurred subsequent to the close of the financial year till the date of this Report which may affect the financial position of the Company.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2022-23, following were the

changes in the Board of Directors and Key Managerial

Personnels (KMPs) of the Company:

Change in Director & KMP due to cessation/resignation:

i) Dr. Suranjan Sinha (DIN: 09461995), ceased as an Independent Director of the Company due to completion of his term on 16th January, 2023.

ii) Shri Pramod Kumar Bhardwaj (DIN: 03451077), ceased as an Executive Director & Chief Financial Officer (CFO) of the Company due to completion of his term on 24th February, 2023.

iii) Shri Vikash Kumar Agarwal resigned and ceased to be the Company Secretary & Compliance Officer of the Company effective from 13th January, 2023.

Change in Director & KMP due to appointment:

i) Shri Arvind Jayaswal (DIN: 00249864) re-appointed as Managing Director & CEO (Foundry Division) of the Company for the further period of 3 (Three) years w.e.f. 1st January, 2023.

ii) Shri Ramesh Jayaswal (DIN: 00249947) re-appointed as Joint Managing Director & CEO (Steel Plant Division) of the Company for the further period of 3 (Three) years w.e.f. 1st January, 2023.

iii) Shri Kapil Shroff appointed as CFO of the Company w.e.f. 25th February, 2023.

The Members at the 49th Annual General Meeting of the Company consented to the continuation of appointment of Shri Rajendraprasad Shriniwas Mohanka (DIN: 00235850) as an Independent Director of the Company beyond attending the age of 75 years for the remaining term up to 26th July, 2023.

Further, the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee, recommended for the approval of Members at the ensuing Annual General Meeting, the re-appointment of Shri Rajendraprasad Mohanka (DIN: 00235850) as an Independent Director of the Company for the second term of 5 (Five) years w.e.f. 27th July, 2023.

I n accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Arvind Jayaswal (DIN: 00249864), Managing Director & Chief Executive Officer (CEO), Foundry Division and Shri Ramesh Jayaswal (DIN: 00249947), Joint Managing Director & Chief Executive Officer (CEO), Steel Plant Division of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The necessary resolutions for re-appointment of Shri Arvind Jayaswal, Shri Ramesh Jayaswal and Shri Rajendraprasad Mohanka along with the brief profile and other related information seeking re-appointment forms part of the Notice convening the ensuing Annual General Meeting.

After the end of financial year, upon recommendation of the Nomination and Remuneration Committee of the Company, the Board of Director in their meeting held on 15th April, 2023 had appointed Shri Ashish Srivastava (Membership No. A20141) as the Company Secretary & Compliance Officer of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act, 2013, during the financial year the Company had following whole-time Key Managerial Personnel:

i) Shri Arvind Jayaswal (DIN: 00249864), Managing Director and CEO (Foundry Division);

ii) Shri Ramesh Jayaswal (DIN: 00249947), Joint Managing Director and CEO (Steel Plant Division);

iii) Shri Megh Pal Singh (DIN: 02635073), Executive Director (Steel) and COO (Steel Plant Division);

iv) Shri Pramod Kumar Bhardwaj (DIN: 03451077), Executive Director & CFO (Up to 24th February, 2023);

v) Shri Kapil Shroff, CFO (effective from 25th February, 2023);

vi) Shri Vikash Kumar Agarwal, Company Secretary & Compliance Officer (Up to 13th January, 2023).

Board Evaluation

I n terms of the requirement of the Companies Act, 2013 and Listing Regulations, the Board carried out an annual evaluation of its own performance, Board Committees, individual Directors including the Independent Directors and the Chairman of the Company on the basis of the criteria of Board Evaluation devised by the Company with the aim to improve the effectiveness of the Board and the Committees.

The performance evaluation of the Board and its Committees focused on various factors, including their functions, responsibilities, competencies, strategy, risk identification and control, diversity and nature of the business. A comprehensive questionnaire was circulated to Board Members, covering multiple aspects of the Board's functioning, culture, execution of duties, professional obligations and governance. The questionnaire aimed to assess Directors' knowledge, independence in decisionmaking, involvement in business planning, constructive engagement with colleagues and understanding of the Company's environment and its risk profile. Additionally, the Chairman of the Board and/or Executive Directors was evaluated based on leadership, co-ordination and steering skills.

During the year, formal evaluation of performance of Directors including Independent Directors, the Board and its Committees was made by the Independent Directors and the Nomination and Remuneration Committee in their respective meetings and the evaluation result was placed before the Board for its information and consideration.

The appointment/ re-appointment/ continuation of Directors on the Board is based on the outcome of evaluation process.

Remuneration Policy

Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Committee constituted under the provisions of Section 178(1) of the Companies Act, 2013, recommended to the Board of Directors of the Company, a Policy on Director's appointment and remuneration, including, criteria for determining qualifications, positive attributes, independence of a Director and other matters. The extract of the said Policy is covered in Corporate Governance Report which forms part of this Annual Report.

Meetings

During the year 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Related Party Transactions

During the year, all related party transactions that were entered were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnels or other designated persons which may have a potential conflict with the interest of the Company at large.

Pursuant to the provision of applicable Listing Regulations, all related party transactions are placed before the Audit Committee for approval as per the Regulation 23 of Listing Regulations. Prior omnibus approval of the Audit Committee has been obtained for transactions which are foreseen and repetitive in nature. A statement providing details of all related party transactions is presented to the Audit Committee and the Board of Directors on a quarterly basis.

The policy on Related Party Transactions duly approved by the Board on the recommendation of the Audit Committee has been posted on the Company's website and can be accessed at the link: https://www.necoindia.com/pdf/ Policy%20on%20Related%20Pa rty%20Transactions.pdf.

7. CORPORATE SOCIAL RESPONSIBILITY:

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has undertaken projects and programmes in the areas such as Healthcare, Sanitation, Provision of Safe Drinking Water, Mitigate malnutrition, Promotion of Education and Imparting Training, Women Empowerment, Promotion of Traditional Art and Culture, Environmental Sustainability, Development of Rural Sports, Programmes and Training for development and upliftment of rural masses especially women, youths and girls and Development of Infrastructural facilities in rural areas.

The Company's CSR Policy is available on the website of the Company and it is available at https://www.necoindia.com/ images/investor/corporate-governance/Corporate-Social-Responsiblitv-Policv-1.pdf

During the financial year 2022-23, the Company Spent ' 377.63 lakhs against the CSR budget of ' 218.78 lakhs.

The Annual Report on CSR activities is attached as "Annexure A" and forms part of this report.

8. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached as "Annexure B" and forms part of this report.

9. SUBSIDIARY COMPANY AND ASSOCIATE COMPANY:

During the year, the Company did not have any Subsidiary Company. Further, Statement in respect of Maa Usha Urja Limited, an Associate Company under Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014 in Form AOC-1, is attached as "Annexure C" and forms part of this report.

The Company has formulated a Policy for determining 'material subsidiaries' and the said Policy has been posted on the website of the Company and is available at: https://www.necoindia.com/images/investor/corporate-governance/Policy-on-Material-Subsidiaries.pdf

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

11. CORPORATE GOVERNANCE REPORT:

The report on Corporate Governance as stipulated under Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is appended and forms part of this Annual report.

12. RISK MANAGEMENT:

The Board of Directors had constituted Risk Management Committee to assist the Board with regard to the identification, evaluation and mitigation of strategic, operational, external environment and cyber security risks and in fulfilling its corporate governance oversight responsibilities and to develop policy for actions associated to mitigate the risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continual basis. The updated risk management policy of the Company is available on the website of the Company at the link: https://www.necoindia. com/pdf/Risk-Management-Policy.pdf

13. VIGIL MECHANISM / WHISTLE-BLOWER POLICY:

The Company has established a Vigil Mechanism/ Whistle-Blower Policy that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimisation of persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. Details of the Vigil Mechanism/ Whistle-Blower Policy are made available on the website of the Company at: https://www.necoindia.com/pdf/Vigil-Mechanism-Whistle-Blower-Policy.pdf and have also been provided in the Corporate Governance Report forming part of this Annual Report.

14. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm and state:

a) that in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 1 of the Notes to the Financial Statements have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit and loss of the Company for the year ended on that date;

c) t hat proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls have been in place and that the internal financial controls are adequate and have been operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws have been in place and are adequate and operating effectively.

15. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has formulated its SOPs & Policies related to Internal Financial Control over Financial Reporting. There are sufficient controls and checks and balances established for all the material transactions. The Company has also fixed process flows for all the transactions. The Company has also designed strong Management Information System (MIS) for proactive controls and monitoring.

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were operating effectively.

16. ANNUAL RETURN:

I n accordance with the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rules framed thereunder, an Annual Return in the prescribed format for the financial year 2022-23 is available on the website of the Company at https://www.necoindia.com/ financial-results-annual-reports-annual-returns.php

17. STATUTORY AUDITORS AND THEIR REPORT:

The Statutory Auditors M/s. Chaturvedi and Shah LLP, Chartered Accountants, Mumbai hold office for the period of 5 years from the Annual General Meeting (AGM) held on 30th December, 2021.

The Auditors Report on the financial statements of the Company for the year ended 31st March, 2023 is selfexplanatory and with unmodified opinion.

The Statutory Auditors Report for the financial year 2022-23 does not contain any qualification, reservation, or adverse remark. However, the Statutory Auditors have placed emphasis on certain matters in the audit report related to the attachment of properties of the Company. These matters are self-explanatory and have been adequately disclosed in Note no. 2.07 of the financial statements. The Report is enclosed with the financial statements in this Annual Report.

18. COST AUDITOR:

In accordance with Section 148 of the Companies Act, 2013, the Company maintains cost records as required and a Cost Accountant conducts an audit of these records.

The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 23rd May, 2023 has re-appointed M/s. Manisha & Associates, Cost Accountants, Nagpur (FRN. 000321), as the Cost Auditors of the Company, to conduct the audit of the Cost Accounting records for the financial year 2023-24 on the remuneration of '1,75,000/- (Rupees One Lakhs Seventy-Five Thousand Only) for Cost Audit and ' 9,000/-(Rupees Nine Thousand Only) for XBRL documents preparation plus applicable taxes and reimbursement of out-of-pocket expenses at actuals.

As required under Section 148 (3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is to be ratified by the Shareholders. Therefore, the Board of Directors recommend the remuneration payable to M/s. Manisha & Associates, Cost Auditors for the financial year 2023-24 for the ratification by the Members at the ensuing Annual General Meeting.

19. SECRETARIAL AUDITOR AND THEIR REPORT:

In accordance with Section 204 of the Companies Act, 2013, the Company is required to submit alongwith its Board's report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice.

The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 23rd May, 2023 has re-appointed M/s. R. A. Daga and Co., Company Secretaries, Nagpur (FCS No: 5522 C. P. No.: 5073) to conduct the Secretarial Audit for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended 31st March, 2023 in Form MR-3 is attached as "Annexure D" and forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20. REPORTING OF FRAUD BY AUDITORS:

The Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, the details of which need to be mentioned in this Report.

21. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended in respect of employees of the Company forming part of Boards' Report is given in "Annexure E" to this Report.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant or material orders were passed by the Regulators or Courts or Tribunal which impact the going concern status and Company's operations in future. However, the other significant and material orders passed by the Regulators/Courts/Tribunals have been covered under the point - Projects and Impairment of NonOperational Assets under the Management Discussion and Analysis Report which forms part of this Annual Report.

23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, the Hon'ble NCLT, Mumbai Bench, Court-II by its Order dated 9th February, 2023, has dismissed the Petition filed by M/s Abhiruchi Vision Private Limited (AVPL) against the Company under Section 7 of the Insolvency and Bankruptcy Code, 2016 (IBC) claiming an alleged amount of ' 437.60 crores (Principal amount of '104.44 crores plus accrued interest @ 18.00% p.a.).

On an Appeal filed by AVPL against the Order of Hon'ble NCLT, Mumbai Bench, Court-II, under Section 61 of the IBC before the Hon'ble NCLAT, New Delhi, the Hon'ble NCLAT, New Delhi, by its Order dated 4th July, 2023, held that "there is no merit in the Appeal filed by AVPL and hence the Appeal is dismissed".

24. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per the amendment to Regulation 34(2)(f) of the Listing Regulations, 2015 and the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs, Government of India, the top one thousand listed companies (by market capitalisation) are required to prepare and present a Business Responsibility and Sustainability Report (BRSR) to stakeholders. This replaces the previous Business Responsibility Report (BRR) and follows internationally accepted reporting frameworks on environmental, social and governance (ESG) Reporting. This Report enable the shareholders to have an insight into environmental, social and governance initiative of the Company.

The BRSR requires listed entities to disclose their performance against the nine principles of the NGBRC, with reporting divided into essential and leadership indicators. Essential indicators are mandatory to report, while reporting leadership indicators is voluntary. Your Company has reported both on essential and leadership indicators.

The BRSR describing the initiatives taken by the Company from an environmental, social and governance perspective, in the format as specified by the Securities and Exchange Board of India, forms a part of this report.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

As per the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has placed adequate mechanism to provide safe and congenial working environment to all female employees.

The Company has constituted location wise Internal Complaints Committees (ICC) to redress the complaints of female workers. The ICC's are composed of internal Members and an external Member who has extensive experience in the field. During the year, no cases have been filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. GENERAL:

Your Directors state that during the year:

i. The Company has no deposits covered under Chapter V of the Companies Act, 2013.

Place: Nagpur Date: 14th August, 2023

ii. The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

iii. The Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at https://necoindia.com/images/investor/ corporate-governance/Dividend-Distribution-Policy. pdf

27. ACKNOWLEDGEMENTS:

Your Directors' place on record, their sincere appreciation and gratitude for all the co-operation extended by Government Agencies, Lenders, Business Associates and Shareholders. The Directors also record their appreciation for the dedicated services rendered by all the Executive Staff and Workers of the Company at all levels in all units and for their valuable contribution in the working of the Company.

For and on behalf of Board of Directors

Arvind Jayaswal Ramesh Jayaswal

Managing Director Joint Managing Director

(DIN: 00249864) (DIN: 00249947)


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