To
the Members of
JSW Infrastructure Limited
Your Directors take pleasure in presenting the Nineteenth Annual Report
("Integrated Annual Report") of the Company, together with the Standalone and
Consolidated Audited Financial Statements for the Financial Year("FY") ended 31st
March 2025.
1. COMPANY PERFORMANCE Financial Results
Particulars |
Standalone |
Consolidated |
¦ |
2024-2025 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operations |
519.93 |
534.38 |
4,476.14 |
3,762.89 |
Other Income |
663.93 |
416.46 |
352.95 |
269.41 |
Total Income |
1,183.86 |
950.84 |
4,829.09 |
4,032.30 |
Profit before Interest, Depreciation, and Tax Expenses
(EBITDA) |
845.99 |
620.93 |
2,615.13 |
2,233.97 |
Finance cost |
347.30 |
252.16 |
265.74 |
332.46 |
Depreciation S Amortization expenses |
2.65 |
1.72 |
546.55 |
436.48 |
Profit before Tax (PBT) |
496.04 |
367.05 |
1,802.84 |
1,465.03 |
Tax Expenses |
104.65 |
79.84 |
281.36 |
304.34 |
Profit for the year attributable to Owners of the Company |
391.39 |
287.21 |
1,503.08 |
1,155.91 |
Profit for the year attributable to Non-controlling interest |
- |
- |
18.40 |
4.78 |
Other Comprehensive Income: Owners of the Company |
(0.14) |
- |
(91.70) |
(12.81) |
Other Comprehensive Income: Non-controlling interest |
|
- |
(0.06) |
(0.39) |
Total Comprehensive Income (attributable to the owners of the
Company) |
391.25 |
287.21 |
1,411.38 |
1,143.10 |
Total Comprehensive Income (attributable to Non -
controlling interest of the Company |
- |
- |
18.34 |
4.39 |
Performance Highlights
Standalone
Total Income of the Company for FY 2024-25 stood at '
1,183.86 crore as against ' 950.84 crore for FY 2023-24, showing an increase of
24.51%.
EBIDTA for the FY 2024-25 stood at ' 845.99 crore as
against ' 620.93 crore for the FY 2023-24, showing an increase of 36.25%.
Profit after Tax for the FY 2024-25 stood at ' 391.39
crore as against ' 287.21 crore for the FY 2023-24, showing an increase of 36.27%.
The Net Worth of the Company for the FY 2024-25 stood at '
5,144.35 crore as against ' 4,796.56 crore for the FY 202324, showing an increase
of ' 7.25%.
Consolidated
Total Income of the Company for the FY 2024-25 stood at '
4,829.09 crore as against ' 4,032.30 crore for the FY 2023-24, showing an increase
of 19.76%.
EBIDTA for the FY 2024-25 stood at ' 2,615.13 crore as
against ' 2,233.97 crore for the FY 2023-24, showing an increase of 17.06%.
The Profit after Tax for the FY 2024-25 stood at is '
1,521.48 crore as against ' 1,160.69 crore for FY 2023-24, showing an increase of
31.08%.
The Net Worth of the Company for the FY 2024-25 stood at '
9,329.20 crore as against ' 7,966.37 crore for the FY 202324, showing an increase
of 17.11%.
2. OPERATIONS KEY HIGHLIGHTS
During the period under review, the total cargo handled by the Company
was 116.91 million tonnes per annum (MTPA), showing a growth of 9% as compared to previous
FY. The increase in the volume is primarily on the incremental volumes from the acquired
assets (Fujairah Liquid Terminal and PNP Port) and increased capacity utilisation across
the coal terminals at the Paradip, Ennore and Mangalore. The third-party volumes stood at
57.3 million tonnes, implying a healthy growth of 34% Year on Year. As a result, the share
of third-party in the overall volumes increased to 49% as compared to 40% a year ago. The
higher volume translated to 20% growth in the total income including consolidation of
Navkar Corporation Limited from 11th October, 2024, which stood at '4,829.09
crore. Increased income, the benefit of operating leverage and cost control meant EBITDA
of '2,615.13 crore (+17% YoY) with a strong margin of 54.2%. As a result, PBT grew at 23%
to '1,803 crore, while PAT stood at '1,521 crore representing a 31% year-on-year growth.
The Company operates in two segments.
For further details about Company's performace, operations and
strategies for growth, please refer to the Management Discussion and Analysis section as
well as Our Ports and Terminals section which forms part of this Integrated Annual Report.
3. PROJECT/NEW VENTURES:
a) Slurry Pipe line project from Nuagaon to Jagatsinghpur in the state
of Odisha
During the year under review, the Company's Board approved takeover of
30 MTPA "Under Development Slurry Pipeline Project" ('Project') from JSW Utkal
Steel Limited, a wholly-owned subsidiary of JSW Steel Limited and also to enter into a 20-
year long-term take-or-pay agreement for using the pipeline to transport iron ore. The
project is of 302 km slurry pipeline, running from Nuagaon to Jagatsinghpur in the state
of Odisha and it will connect directly to the upcoming Jatadhar Port in Odisha. Work on
122 km of the project has already been completed. The project's development is scheduled
for completion in early 2027 and commercial operations are expected to commence in April
2027. An independent valuation expert firm has set the transfer price for the slurry
pipeline currently being developed. This Project aligns with the Company's growth
strategy, offering robust annual cash flows and lucrative mid-teens Project IRR (Internal
Rate of Return).
Moreover, the Project offers a sustainable solution for transporting
iron ore underground, significantly reducing carbon emissions and providing substantial
environmental benefits.
The aforesaid transaction being a Related Party Transaction, consent of
the Members of the Company was obtained vide Postal Ballot on 26th January,
2025 for the following:
(a) the Acquisition of slurry pipeline business for the transportation
of iron ore from Nuagaon mines to Jagatsinghpur in the State of Odisha, by way of Slump
Sale
from JSW Utkal Steel Limited, a wholly owned subsidiary of JSW Steel
Limited and
(b) entering into a long term take or pay agreement with JSW Steel
Limited for the transportation of iron ore slurry from Nuagaon mines to Jagatsinghpur
through the slurry pipeline, for a period of 20 years by the Company.
The Company executed the Business Transfer Agreement on 25th
March, 2025 completing the acquisition of slurry pipeline business from JSW Utkal Steel
Limited for a consideration of ' 1,617 crore (subject to closing adjustments).
As on 31st March 2025, work on 180 km (lowering) has been
completed of the Project.
Further, the Company also entered into a long term take or pay
agreement on the same date with JSW Steel Limited for the transportation of iron ore
slurry from Nuagaon mines to Jagatsinghpur.
b) Logistics & Connectivity
i. Contract for Construction & Operation of Gati Shakti Multi-Modal
Cargo Terminal (GCT) at Arakkonam, Chennai.
During the year under review, the Company bagged Letter of Acceptance
from Southern Railway, Chennai Division for "Contract for Construction a Operation of
Gati Shakti MultiModal Cargo Terminal (GCT)" at Arakkonam, Chennai, Tamil Nadu. The
Company intends to complete the construction within 18 months of the grant of approval of
construction of GCT. The Railway land shall be licensed for a period of 35 years.
ii. Container Train Operator License/Concession (CTO License)
CTO license is a key requirement for development of Inland Container
Depos, Container Freight Stations, Multi-Modal Logistics Park connecting to Port/Stockyard
a providing end to end logistics solutions. This also allow carrying out of Pan-India
container train operations a could generate container volumes for future container
port/terminals operated by the Company.
The Company entered into a Concession Agreement on 3rd
January, 2025, with Railway Administration (Northern Railway), Government of India for
purchase of Container Train Operator Licence/Concession (CTO License) from Sical
Multimodal a Rail Transport Ltd ('SMART') and Rail Transport Limited. The CTO License is
of Category I which was issued to SMART by Railways in 2008 for 20 years, which can be
extended for additional 10 years. Purchase of the same is based on long term strategies of
the Company a will help to expand its footprint in logistics space.
c) Acquisition of Navkar Corporation Limited (Navkar)
The Company through its wholly owned subsidiary, JSW Port Logistics
Private Limited, acquired 70.37% of shareholding in Navkar, from its Promoters and
Promoter Group. The shares of Navkar are listed on BSE Limited and National Stock Exchange
of India Limited. Further details about operations of Navkar is provided under the head
'Acquisition/Merger/Amalgamation' at serial number 4. of this report.
d) Port/Terminals
i. Murbe Port
In October 2024, the Company received Letter of Intent from Maharashtra
Maritime Board ("MMB") for "Development, Operation, Management and
Maintenance of an All Weather and Multipurpose Port at village Murbe in Palghar District
of Maharashtra" on Public Private Partnership (PPP) basis - Design, Built, Own,
Operate and Transfer (DBOOT) Model. The proposed Murbe port is designed to be an
all-weather, multi-cargo commercial port. The proposed port is located near major highways
such as the National Highway 8 a the State Highway (Boisar Road) and Rail Corridors such
as the Delhi-Mumbai trunk rail route and the Dedicated Western Freight Corridor. The
hinterland of the proposed port is vibrant, with the port set to meet the rising demands
of the Company's anchor customer cargo and support the EXIM Cargo operations of existing
and rapidly expanding industries in the area. This development could significantly enhance
economic activity and create a large number of jobs in the region.
Pursuant to a tender process followed, inviting offers as per Swiss
challenge process from the interested bidders, and further approval by State Government on
3rd October, 2024, a Letter of Intent ("LOI") has been awarded by MMB
for "Development, Operation, Management and Maintenance of an all Weather and
Multipurpose Port at village Murbe in Palghar District of Maharashtra" on PPP basis -
DBOOT Model ("Project"). This LOI is an "In Principle" approval for
the said Project which is subject to fulfillment of the terms and condition stipulated
therein. The LOI is valid for the period of 24 months, with a further extension clause.
The royalty payable is based on per metric ton which will be escalated in the block period
of 5 years. The remaining terms and condition will be governed as per the Maharashtra
Maritime Development Policy-2023.
ii. Terminal at Chidambaranar Port
I n February 2024, the Company received Letter of Award from V.O.
Chidambaranar Port Authority for "Mechanization of North Cargo Berth-III (NCB-III)
for Handling Dry Bulk cargo at V.O. Chidambaranar Port on Design, Build, Finance, Operate
and Transfer (DBFOT) Basis through PPP basis. JSW Tuticorin Multipurpose Terminal Private
Limited, a wholly owned subsidiary of the Company, had entered into a concession agreement
on 2nd July, 2024 with V.O. Chidambaranar Port Authority, Tamil Nadu of
Mechanize a
new 7 MPTA Cargo Berth III at the V.O. Chidambaranar Port. It will
leverage its operational capabilities of handling bulk products and increase its cargo
share on the East Coast. The asset provides access to the rich hinterland with a diverse
cargo profile including dry bulk, coal, limestone, gypsum, rock phosphate a copper
concentrate.
4. ACQUISITION/MERGER/AMALGAMATION Acquisitions of Navkar Corporation
Limited:
On 27th June, 2024, the Company approved the acquisition of
Navkar Corporation Limited ("Navkar"), through JSW Port Logistics Private
Limited("JSW Port"), a wholly owned subsidiary of the Company. The approval was
for acquiring 70.37% (10,59,19,675 fully paid up equity shares @ ' 95.61 per Equity
Share) Equity Shares in Navkar held by its Promoters and Promoter Group. The transaction
triggered a mandatory open offer by JSW Port under the provisions of the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011. On 11th October, 2024, Navkar became a step-down subsidiary of the
Company.
The key operating facilities of Navkar are as follows:
One Container Freight Station (CFS) and Gati Shakti Cargo
Terminal at Somathane, Pavnel and Two CFS at Ajivali, Panvel.
An Inland Container Depot (ICD) and Gati Shakti Cargo Terminal
(GCT) at Morbi, Gujarat.
Navkar also has a Container Train Operator License of Category 1 and
Category 2.
Navkar has established a foothold with facilities in the Western India
industrial belt across the states of Maharashtra and Gujarat and leveraged its railway
capability to extend its service network to Pan India. The acquisition aligns with the
Company's strategy to pursue value-accretive organic and inorganic opportunities in the
port and related infrastructure sector. The acquisition resulted in Company's foray into
logistics and other value added services. It facilitates the business to offer improved
port connectivity and streamlined supply chain solutions to its customer. The acquisition
also marks a first step towards the Company's long-term vision of building and scaling an
efficient pan-India logistics network for last-mile connectivity. Further, it complemented
the growth strategy of increasing the Company's share of port-related container cargo
driven by India's strong economic fundamentals.
Except as aforesaid, there were no other material event having impact
on the affairs of the Company.
5. TRANSFER TO RESERVES
The Company does not propose to transfer any amount (previous year Nil)
to reserves from the surplus. An amount of ' 1,773.37 crore (previous year '
1,337.38 crore) is proposed to be held as Retained Earnings.
6. DIVIDEND
Directors have recommended a dividend of ' 0.80 per share for the FY
2024-25 (previous FY '. 0.55 per share) for the approval of the Members at the forthcoming
Annual General Meeting (AGM).
The dividend payout is in accordance with the Dividend Distribution
Policy of the Company.
7. FINANCIAL STATEMENTS
The audited Standalone and Consolidated Financial Statements of the
Company, which form a part of this Integrated Annual Report, have been prepared in
accordance with the provisions of the Companies Act 2013("The Act"), Regulation
33 of the Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirement) Regulations 2015 ("Listing Regulations") and the Indian Accounting
Standards. There is no change in the financial year.
8. CAPITAL STRUCTURE
The Company's Authorized Share Capital for the FY 2024-25, remained
same at '1113,28,51,500 (Rupees One Thousand One Hundred Thirteen Crore Twenty-Eight Lakhs
Fifty-One Thousand Five Hundred Only) divided into 516,64,25,750 (Five Hundred Sixteen
Crore Sixty Four Lakhs Twenty Five Thousand Seven Hundred a Fifty Only) Equity Shares of '
2/- each (Rupees Two) and 8,00,00,000 (Eight Crore) Preference Shares of ' 10/-
(Rupees Ten) each.
The Paid Up Share Capital of the Company as on 31st March,
2025 stands at ' 4,20,00,03,134 (Four Hundred a Twenty Crore Three Thousand One
Hundred a Thirty Four Only) consisting of 2,10,00,01,567 (Two Hundred and Ten Crore One
Thousand Five Hundred a Sixty Seven) Equity Share of ' 2 each.
There was no change in Authorized a Paid Up Share Capital of the
Company during the FY. Further, during the year under review the Company has not issued
any:
a. shares with differential rights
b. sweat equity shares
c. preference shares
The shares of the Company are listed on BSE Limited (BSE) and National
Stock Exchange of India Limited (NSE).
9. SUSTAINABILITY LINKED FOREIGN CURRENCY BONDS (FCB)
The Company had issued USD 400 million 4.95% Senior Secured Notes
(FCB), in the FY 2021-22, which are due for redemption in the FY 2028-29. These Notes are
issued in the International Market and are listed on the India International Exchange
(IFSC) Limited.
10. COMMERCIAL PAPER
The Company on 9th October, 2024 issued a allotted
Commercial Paper (CP) aggregating to an amount of '1000 crore. The CP were redeemed on its
maturity date on 18th March, 2025.
The Company on 15th April, 2025 issued a allotted CP
aggregating to an amount of '1000 crore. The same is due for maturity on 30th September,
2025.
11. CREDIT RATING
On 21st February, 2024, CARE Ratings Limited assigned
"CARE AA+" with a Stable outlook as an Issuer rating. They have reaffirmed the
rating for long-term bank facilities to "CARE AA+" with a stable outlook and
short-term bank facilities to "CARE A1+.
Fitch Ratings on 27th August, 2024, affirmed the Company at
'BB+; Outlook Positive. Fitch has also affirmed the Company's USD 400 million senior
secured notes due in the FY 2028-29 at 'BB+' with a Positive Outlook. Moody's Ratings in
18th October, 2024, affirmed the Long Term Corporate family rating at 'Ba1;
Outlook Stable. Moody's Rating has also affirmed the Company's senior secured notes at
'Ba1' with a Stable Outlook.
On 28th August, 2024, CARE Ratings Limited assigned CARE A1
+ for Commercial Papers, issued by the Company.
12. ESG RATING
The global ESG risk rating agency, Morningstar Sustainalytics has rated
the Company with "Low Risk" on ESG with a Risk Rating score of 12.3. A score of
10-20 is rated as Low Risk. This rating places the Company at a rank of 35 out 175
companies in the Transportation Infrastructure industry group globally. This is a
significant improvement from the high-risk rating given by the same agency in April 2024
and is a testament to our good ESG practices and commitment to work towards a sustainable
world.
13. DISCLOSURE UNDER THE EMPLOYEES STOCK OPTIONS PLAN AND SCHEME
The Company has formulated the JSW Infrastructure Limited Employee
Stock Ownership Plan 2016 ("ESOP 2016") and the JSW Infrastructure Limited
(JSWIL) Employees Stock Ownership Plan - 2021 ("ESOP 2021") which were
implemented through the JSW Infrastructure Employees Welfare Trust, with an objective of
enabling the Company to attract and retain talented human resources by offering them the
opportunity to acquire a continuing equity interest in the Company, which will reflect
their efforts in building the growth and the profitability of the Company.
The applicable disclosures as stipulated under the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations,
2021 ('SEBI SBEB Regulations') and the Act for the FY 2024-25, with regard to ESOP 2016
and ESOP 2021 are available on the website of the Company at
https://www.jsw.in/infrastructure.
Voting rights on the shares, if any, as may be issued to employees
under the Plans, are to be exercised by them directly or through their appointed proxy.
Hence, the disclosure stipulated under Section 67(3) of the Act, is not applicable. There
is no material change in the ESOP 2021 and the aforesaid Schemes are in compliance with
the SEBI SBEB Regulations, as amended from time to time. The Certificate from the
Secretarial Auditor of the Company, that the aforesaid Scheme have been implemented in
accordance with the SEBI SBEB Regulations along with the Resolution passed by the Members,
would be available for electronic inspection by the Members at the forthcoming AGM.
14. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on 31st March, 2025, the Company has 22 subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act read with the Companies (Accounts)
Rules, 2014 and in accordance with applicable Accounting Standards, a statement containing
the salient features of financial statements for FY 2024-25 of the Company's subsidiaries
in the prescribed Form AOC-1 is annexed as Annexure - A to this Report.
In accordance with Section 136 of the Act, the audited Financial
Statements, including the Consolidated Financial Statements and the related information of
the Company as well as the audited accounts of each of its subsidiaries, are available on
the website of the Company at https://www.isw.in/infrastructure.
During the year under review, the name of the following subsidiaries
were changed:
i. JSW Shipyard Private Limited to JSW Tuticorin Multipurpose Terminal
Private Limited w.e.f. 16th May, 2024
ii. Masad Infra Services Private Limited to JSW Keni Port Private
Limited w.e.f. 6th August, 2024.
iii. Nandgaon Port Private Limited to JSW Murbe Port Private Limited
w.e.f. 4th December, 2024.
During the year under review, the Company incorporated following
subsidiaries:
i. JSW Port Logistics Private Limited on 19th June, 2024;
and
ii. JSW Overseas FZE on 13th December, 2024 , through JSW
Terminal (Middle East) FZE , wholly owned subsidiary of the Company.
Further, during the year under review, on 11th October,
2024, Navkar Corporation Limited became a stepdown subsidiary of the Company.
Pursuant to the provisions of Regulation 16(1) (c) of the Listing
Regulations, the Company has adopted a Policy for determining Material Subsidiaries,
laying down the criteria for identifying material subsidiaries of the Company. The Policy
is available on
the Company website at: https://www.isw.in/infrastructure/isw-
infrastructure-policies.
JSW Jaigarh Port Limited, South West Port Limited, JSW Dharamtar Port
Private Limited, JSW Paradip Terminal Private Limited and Navkar Corporation Limited are
the material subsidiaries of the Company for the FY 2024-25.
For more details about operating subsidiaries, in addition to Form
AOC-1 annexed as Annexure - A, Members are requested to refer to the Management
Discussion and Analysis section as well as our Ports and Terminals section which forms
part of this Integrated Annual Report.
Except as mentioned above, no other company became/ceased to be
Subsidiary/JV/Associate company, during the year.
15. DEPOSITS
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Act read with the Companies (Acceptance of
Deposit) Rules, 2014, during the year under review. Hence, the details relating to
deposits as required to be furnished in compliance with Chapter V of the Act are not
applicable.
16. MATERIAL CHANGES AND COMMITMENTS
In terms of Section 134(3)(l) of the Act, no material changes and
commitments that could affect the Company's financial position have occurred between the
end of the FY of the Company and date of this report.
17. CHANGE IN THE NATURE OF BUSINESS
Except addition of logistic business of Navkar Corporation Limited,
there was no change in the nature of the business of the Company during the FY 2024-25.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNAL
No significant and material orders have been passed by any Regulator or
any Court or any Tribunal that can have an impact on the going concern status and the
Company's operations in the future.
19. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS, AND SECURITIES
Particulars of loans given, investments made, guarantees given, and
securities provided, along with the purpose for which the loan or the guarantee or the
security is proposed to be utilized by the recipient, are provided in the notes to the
standalone financial statement.
20. INTERNAL FINANCIAL CONTROLS OVER FINANCIAL STATEMENTS
Internal Control and Internal Audit
A robust system of internal control and audit, commensurate with the
size and nature of the business, forms an integral part of the Company's policies.
Internal control systems are an integral part of the Company's corporate governance
structure. The Board of Directors of the Company is responsible for ensuring that the
Company has laid down the Internal Financial Control and that such controls are adequate
and operating effectively. The internal control framework has been designed to provide
reasonable assurance with respect to recording and providing reliable financial and
operational information, complying with applicable laws, safeguarding assets from
unauthorized use, executing transactions with proper authorization, and ensuring
compliance with corporate policies. A well-established multidisciplinary Internal Audit
& Assurance Services of JSW Group consists of qualified finance professionals and
engineers experienced in working in an SAP environment. They carry out extensive audits
throughout the year across all functional areas and submit their reports to the Audit
Committee about compliance with internal controls, efficiency & effectiveness of
operations, and key processes and risks.
The internal auditor reports to the Audit Committee. The Company
extensively practices delegation of authority across its team, which creates effective
checks and balances within the system to arrest all possible gaps.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, the Company has revised its Policy on
dealing with Related Party Transactions in accordance with the amendments to applicable
provisions of the Listing Regulations.
The Company's Policy on Dealing with Related Party Transactions, as
approved by the Board, is available on the Company website at:
https://www.isw.in/infrastructure/isw-infrastructure-policies.
The Related Party Transactions which are in the ordinary course of
business and on an arm's length basis, of repetitive nature and proposed to be entered
into during the FY are placed before the Audit Committee for prior omnibus approval. A
statement giving details of all Related Party Transactions, as approved, is placed before
the Audit Committee for review on a quarterly basis.
Related Party Transactions that were entered into during the year were
at arm's length basis and predominantly in the ordinary course of business. Specific
approvals as required under the provisions of Section 188 of the Companies Act, 2013, have
been obtained for transactions that were not in the ordinary
course of business as stated in AOC-2 as Annexure - B forming
part of this Report.
During the year, the material related party transactions pursuant to
the provisions of Regulation 23 of the Listing Regulations had been duly approved by the
Members of the Company. The Company did not enter into any related party transactions
during the year under review, which could be preiudicial to the interest of minority
shareholders.
Pursuant to the provisions of Regulation 23 of the Listing Regulations,
your Company has filed half yearly reports with the stock exchanges, for the related party
transactions.
22. DISCLOSURES RELATED TO POLICIES
A) Nomination Policy
The Company has adopted a Nomination Policy to identify persons who are
qualified to become Directors on the Board of the Company and who may be appointed to
senior management positions in accordance with the criteria laid down, and recommend their
appointment and removal and also for the appointment of Key Managerial Personnel (KMP) of
the Company, who have the capacity and ability to lead the Company towards achieving
sustainable development.
In terms thereof, the size and composition of the Board should have:
an optimum mix of qualifications, skills, gender, and experience
as identified by the Board from time to time;
an optimum mix of Executive, Non-Executive, and Independent
Directors;
minimum six number of Directors or such minimum number as may be
required by Listing Regulations and/or by the Act or as per Articles;
maximum number of Directors as may be permitted by the Listing
Regulations and/or by the Act or as per Articles; and
at least one Independent Woman Director.
While recommending a candidate for appointment, the Nomination &
Remuneration Committee shall assess the appointee against a range of criteria, including
qualifications, age, experience, positive attributes, independence, relationships, gender
diversity, background, professional skills, and personal qualities required to operate
successfully in the position and has the discretion to decide the adequacy of such
criteria for the concerned position. All candidates shall be assessed on the basis of
merit, skills, and competencies without any discrimination based on religion, caste,
creed, or sex.
The Nomination Policy of the Company is available on the website of the
Company at: https://www.isw.in/infrastructure/ isw-infrastructure-policies
B) Remuneration Policy
The Company regards its employees as the most valuable and strategic
resource and seeks to ensure a high-performance work culture through a fair compensation
structure, which is linked to Company and individual performance. The compensation, is
therefore, based on the nature of the iob, as well as the skill and knowledge required to
perform the given job in order to achieve the Company's overall objectives.
The Company has devised a Policy relating to the remuneration of
Directors, KMPs, and senior management employees with the following broad obiectives:
i. Remuneration is reasonable and sufficient to attract, retain, and
motivate Directors;
ii. Remuneration is reasonable and sufficient to motivate senior
management, KMPs, and other employees and to stimulate excellence in their performance;
iii. Remuneration is linked to performance.
iv. Remuneration Policy balances fixed and variable pay and short and
long-term performance obiectives.
The Remuneration Policy of the Company is available on the website of
the Company at: https://www.isw.in/infrastructure/ isw-infrastructure-policies
C) Whistle Blower Policy/ Vigil Mechanism
The Board has, in confirmation with Section 177 of the Act and
Regulation 22 of Listing Regulations framed "Whistle Blower Policy/Vigil Mechanism.
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting the highest standards of professionalism,
honesty, integrity, and ethical behavior.
This Policy has been framed with a view to providing a mechanism
interalia enabling stakeholders, including Directors and individual employees of the
Company and their representative bodies, to freely communicate their concerns about
illegal or unethical practices and to report genuine concerns or grievances as also to
report to the management concerns about unethical behavior, actual or suspected fraud or
violation of the Company's code of conduct or ethics policy.
The Whistle Blower Policy/Vigil Mechanism of the Company is available
on the website of the Company at: https://www.isw.
in/infrastructure/isw-infrastructure-policies.
D) Risk Management Policy
The Board of Directors of the Company has designed S adopted a Risk
Management Policy.
The Policy aims to ensure Resilience for sustainable growth and sound
corporate governance by having an identified process of risk identification and management
in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations.
The Company follows the Committee of Sponsoring Organisations (COSO)
framework of Enterprise Risk Management (ERM) to identify, classify, communicate, and
respond to risks and opportunities based on probability, frequency, impact, exposure, and
resultant vulnerability.
Pursuant to the requirement of Regulation 21 of the Listing
Regulations, the Company has constituted a sub-committee of Directors called the Risk
Management Committee to oversee the Enterprise Risk Management framework. The Risk
Management Committee periodically reviews the framework including cyber security, high
risks items, mitigation plans and opportunities which are emerging or where the impact is
substantially changing. There are no risks which, in the opinion of the Board, threaten
the existence of the Company. Key risks of the Company and response strategies are set out
in the Management Discussion and Analysis section which forms a part of this Integrated
Annual Report. The details of the meeting held in the Financial year 2024-25 is mentioned
in the Corporate Governance Report of the Company forming part of this Integrated Annual
Report.
The Risk Management Policy of the Company is available on the website
of the Company at: https://www.isw.in/infrastructure/ isw-infrastructure-policies
E) Board Evaluation Policy
Pursuant to the provisions of the Act, and Listing Regulations, the
Company has framed a Policy for Performance Evaluation of Independent Directors, Board,
Committees, and other individual Directors, which includes criteria for performance
evaluation of the Non-Executive Directors and Executive Director on the basis of the
criteria specified in this Policy, the Board evaluated the performance of the individual
Directors, Independent Directors, their own performance, and the working of its committees
during the FY 2024-25.
During the year under review, the Board Evaluation Policy was reviewed
and amended by the Board to ensure its continued relevance. The Board Evaluation Policy,
of the Company is available on the website of the Company at: https://www.isw.
in/infrastructure/isw-infrastructure-policies
F) Material Subsidiary Policy
Pursuant to the provisions of Regulation 16(1) (c) of the Listing
Regulations, the Company has adopted a Policy for determining
Material Subsidiaries laying down the criteria for identifying material
subsidiaries of the Company.
Accordingly, JSW Jaigarh Port Limited, South West Port Limited, JSW
Dharamtar Port Private Limited, JSW Paradip Terminals Private Limited and Navkar
Corporation Limited has been determined as the material subsidiaries of the Company for
the FY 2024-25. The Material subsidiary Policy of the Company is available on the website
of the Company at: https://www.isw. in/infrastructure/isw-infrastructure-policies.
G) Dividend Distribution Policy
Pursuant to Regulation 43A of the Listing Regulations, the Board has
approved and adopted a Dividend Distribution Policy which provides:
a. the circumstances under which shareholders may or may not expect
dividend;
b. the financial parameters that shall be considered while declaring
dividend;
c. the internal and external factors that shall be considered for
declaration of dividend;
d. manner as to how the retained earnings shall be utilized.
During the year under review, the Dividend Distribution Policy was
reviewed by the Board to ensure its continued relevance.
The Dividend Distribution Policy of the Company is available on the
website of the Company at: https://www.isw.in/infrastructure/ isw-infrastructure-policies.
H) Corporate Social Responsibility (CSR) Policy
Pursuant to Section 135 of the Act, the Board of Directors of the
Company has adopted a Corporate Social Responsibility (CSR) Policy on the recommendation
of the CSR Committee and the CSR Policy has been amended from time to time to ensure its
continued relevance and to align it with the amendments to applicable provisions of law.
CSR activities are undertaken in accordance with the said Policy. The Company undertakes
CSR activities through JSW Foundation. The Company gives preference to the local areas in
which it operates for taking up CSR initiatives. In line with the Company's CSR Policy and
strategy, the Company supports interventions, inter alia, in the fields of health and
nutrition, education, water, environment S sanitation, agri-livelihoods, livelihoods and
other initiatives.
The Corporate Social Responsibility Policy of the Company is available
on the website of the Company at: https://www.isw.
in/infrastructure/isw-infrastructure-policies.
23. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, following are the changes in the
Directors S Key Managerial Personnel of the Company:
Dr. Anoop Kumar Mittal (DIN: 05177010) was appointed as an
Additional and Independent Director of the
Company for a term of 3 consecutive years from 15th April
2024. The approval of the Members of the Company for the said appointment was received
through Postal Ballot on 8th June, 2024.
Mr. Arun Maheshwari (DIN: 01380000) was re-appointed as the
Joint Managing Director and Chief Executive Officer (Jt. Managing Director S CEO) and
consequently as Key Managerial Personnel of the Company for a period of three years from
18th April 2024. He stepped down from the position of Jt. Managing Director S
CEO of the Compnay and consequently as Key Managerial Personnel of the Company w.e.f. 7th
November, 2024. He continues to act as Non Executive Director of the Company.
Mr. Rinkesh Roy (DIN: 07404080) was appointed as a Jt. Managing
Director S CEO and consequently as a Key Managerial Personnel of the Company for a period
of three years w.e.f. 8th November, 2024 effect from 8th November,
2024. The approval of the Members of the Company was received through Postal Ballot on 26th
January, 2025.
Mr. Gerard Earnest Paul Da Cunha (DIN: 00406461) retired from
the office of Independent Director with effect from close of business hours on 27th
March, 2025 on account of completion of his term as an Independent Director.
Mr. Amitabh Kumar Sharma (DIN: 06707535) was reappointed as an
Independent Director of the Company for a second term of one year w.e.f. 28th
March, 2025, subiect to the approval of the Members of the Company.
Ms. Anita Belani (DIN: 01532511), was appointed as an Additional
and Independent Director of the Company for a first term of three consecutive years w.e.f.
27th March, 2025, subiect to the approval of the Members of the Company.
In accordance with the provisions of Section 152 of the Act and in
terms of the Articles of Association of the Company, Mr. Saiian Jindal (DIN: 00017762)
retires by rotation at the forthcoming AGM, and being eligible, offers himself for
re-appointment. Necessary Resolution for approval of the reappointment of Mr. Saiian
Jindal has been included in the Notice of the forthcoming AGM of the Company. The
Directors recommend the same for approval by the Members.
The Profile of Mr. Sajjan Jindal as required under Regulation 36(3) of
the Listing Regulations and Clause 1.2.5 of the Secretarial Standard - 2, is given in the
Notice of the AGM, which forms part of this Integrated Annual Report.
The Company has received declarations from all the Independent
Directors under Section 149(7) of the Act, that they meet the criteria of independence as
laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations.
In terms of Regulation 25(8) of the Listing Regulations, the
Independent Directors have confirmed that they are not aware of any circumstance or
situation that exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties with an objective, independent judgment and without any
external influence.
The Independent Directors have complied with the Code for Independent
Directors prescribed under Schedule IV of the Companies Act, 2013 and the Listing
Regulations. The Board is of the opinion that the Independent Directors of the Company
possess requisite qualifications, experience including proficiency and expertise and they
hold the highest standards of integrity.
The Company familiarizes its Independent Directors with their roles,
rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model and related risks of the Company, etc. Monthly updates on
performance/ developments are sent to the Directors. The brief details of the
familiarisation programme are put up on the website of the Company at:
https://www.jsw.in/infrastructure/ jsw-infrastructure-policies.
Mr. Rinkesh Roy (DIN: 07404080), Jt. Managing Director & CEO, Mr.
Lalit Singhvi, Whole Time Director & CFO and Ms. Gazal Qureshi, Company Secretary
& Compliance Officer are Key Managerial Personnels of the Company as on 31st
March, 2025. Except as stated above, there was no other change in the Directors and Key
Managerial Personnel of the Company during the year.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The Company firmly believes that in order to be a responsible corporate
citizen in its true sense, its role is much more than providing port services. As such,
the Company aims to continuously foster inclusive growth and a value-based, empowered
society. For this, the Company engages in such initiatives for the welfare of society
through the JSW Foundation.
The Company continues to strengthen its relationship with the
communities by engaging itself in rural development activities and promoting social
development as per the categories provided in the Act.
Strategy
The Company administers the planning and implementation of all
CSR interventions. It is guided by the CSR Committee appointed by the Board, which reviews
the progress from time to time and provides guidance as necessary.
Taking note of the importance of synergy and interdependence at
various levels, the CSR programmes are carried out directly as well as through strategic
partnerships and in close coordination with the concerned State Governments.
Thematic Areas
The Company has aligned its CSR programmes under education, health,
nutrition, waste & sanitation management, environment & water, and skill
enhancement. This helps the Company cover the following thematic interventions as per
Schedule VII of the Act:
Improving Living Conditions (Health Initiatives)
Promoting Social Developments
Addressing social inequalities
Education Initiatives
Waste Management & sanitation initiatives
As per Section 135 of the Act, all Companies having a net worth of '500
crore or more, or turnover of '1000 crore or more, or a net profit of ' 5 crore or more
during the immediately preceding financial year are required to spend 2% of the average
net profit of their three immediately preceding financial years on CSR related activities.
Accordingly, the Company was required to spend '3.96 crore on CSR activities. During the
current FY the Company has spent an amount of '3.96 crore towards CSR Expenditure.
In view of the solid foundation laid for the long-term projects in this
FY and the envisioned scaling up of the ongoing CSR projects, the Company will continue to
create value for its stakeholders.
The disclosure as per Rule 8 of Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Companies (Corporate Social Responsibility Policy)
Amendment Rules, 2021, which forms part of this Report is annexed as Annexure - C.
25. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Act, it is
hereby confirmed that:
(a) i n preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for the year under review;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) the Directors have prepared the annual accounts for the year under
review on a 'going concern' basis;
(e) the Directors 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) t he Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
26. MEETINGS OF THE BOARD
During the year, 12 Board Meetings were convened and held, the details
of which are given in the Corporate Governance Report, forming part of this Integrated
Annual Report. The intervening gap between the Meetings was within the period prescribed
under the Act and Regulations 17 of the Listing Regulations.
27. COMMITTEES OF THE BOARD
The Board of Directors of your Company has constituted the following
Committees in line with the applicable provisions of the Act and SEBI Listing Regulations:
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders' Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
More information on all of the above Committees, including details of
their composition, scope, meetings, and attendance, are provided in the Corporate
Governance Report, which forms part of this Integrated Annual Report.
The Board of Directors confirm that, during the year under review, they
have accepted all recommendations received from its Committees.
28. AUDITORS AND AUDITORS REPORTS
A) Statutory Auditors and Audit Report
As recommended by the Audit Committee and the Board of Directors of the
Company and in accordance with Section 139 of the Act and the Rules made thereunder, M/s.
Shah Gupta & Co., Chartered Accountants (Firm Registration no. 109574W), were
appointed as the Statutory Auditor of the Company by the Members of the Company at the AGM
held on 22nd August, 2022, from the conclusion of the 16th AGM till
the conclusion of the 21st AGM. The Company has received confirmation from
Statutory Auditors to the effect that they are not disqualified from continuing as
Auditors of the Company.
The Notes on financial statement referred to in the Statutory Auditors'
Report are self-explanatory and do not call for any further comments. The Statutory
Auditors' Report on the standalone and consolidated financial statements of the Company
for the FY 2024-25, forms part of this Integrated Annual Report and
does not contain any qualification, reservation, adverse remark or
disclaimer.
There was no instance of fraud during the year under review, which
required the Statutory Auditor to report to the Audit Committee and / or Board of
Directors under Section 143(12) of the Act and Rules framed thereunder.
B) Cost Records and Cost Audit
The Company has made and maintained cost accounts and records as
specified by the Central Government under Section 148(1) of the Act. The Company has
appointed M/s Kishore Bhatia and Associates (Firm Registration No. 00294) as the Cost
Auditors of the Company to undertake the audit of the cost records of the Company for the
FY 2024-25.
The Board of Directors of the Company, on the recommendation made by
the Audit Committee, re-appointed M/s Kishore Bhatia and Associates as the Cost Auditors
of the Company to conduct the Cost Audit for the FY 2025-26 at a remuneration of '
90,000 (Rupees Ninety Thousand only) plus taxes as applicable and reimbursement of actual
travel and out-of-pocket expenses incurred in connection with the cost audit.
M/s Kishore Bhatia and Associates, being eligible, have consented to
act as the Cost Auditors of the Company for the FY 2025-26 and have confirmed that they
are not disqualified to be appointed as such. The resolution for ratification of the
proposed remuneration payable to M/s Kishore Bhatia and Associates to audit the cost
records of the Company for the FY 2025-26, is being placed for the approval of the Members
of the Company at the forthcoming AGM.
C) Secretarial Auditor and Secretarial Audit
Pursuant to the provisions of Section 204 of the Act, read with the
Rules made thereunder, and Regulation 24A of the Listing Regulations, the Company has
appointed Mr. Sunil Agarwal, Company Secretary in Practice, (Membership No. FCS:8706;
Certificate of Practice No.: 3286) to undertake the Secretarial Audit of the Company for
the FY 2024-25. The Secretarial Audit Report in Form MR-3 is annexed as Annexure - D and
forms a part of this Report.
SEBI vide notification dated 12th December, 2024, amongst
other, amended Regulation 24A of the Listing Regulations. The said amended Regulation 24A
stipulates that listed companies and its material unlisted subsidiaries incorporated in
India shall undertake secretarial audit by a secretarial auditor who shall be a peer
reviewed company secretary.
Further, as per Regulation 24A, the appointment/ re-appointment of an
individual as a secretarial auditor cannot be for more than one term of five consecutive
years and in case the secretarial auditor is a secretarial audit firm, it cannot be for
more than two terms of five consecutive years and such an appointment/re- appointment
shall be approved by the members of the company at its AGM.
In view of the aforesaid, the Board of Directors of the Company, on the
recommendation of the Audit Committee at its meeting held on 30th April, 2025,
appointed M/s. SR Agarwal and Associates, Company Secretaries (FRN NO. P2021MH087900)
(Peer Review No. 3600/2023), as the Secretarial Auditor of the Company, for a period of
five consecutive financial years commencing from FY 2025-26 to the FY 2029-30, subject to
approval of the Members of the Company at the forthcoming AGM.
Secretarial Audit Report of Material Subsidiaries
As per Regulation 24(A)(1) of the Listing Regulations, the material
subsidiaries of the Company are required to undertake secretarial audits. JSW Jaigarh Port
Limited, South West Port Limited, JSW Dharamtar Port Private Limited, Paradip Terminal
Private Limited and Navkar Corporation Limited were material subsidiaries of the Company
for the FY 2024-25 pursuant to Regulation 16(1)(c) of the Listing Regulations.
Equity Shares of Navkar Corporation Limited are listed on BSE and NSE.
Accordingly, M/s. Sunil Agarwal & Co., Company Secretaries carried
out the secretarial audit for JSW Jaigarh Port Limited, South West Port Limited, JSW
Dharamtar Port Private Limited. M/s. SR Agarwal & Associates carried out secretarial
audit of Paradip Terminal Private Limited. These Secretarial Audit Reports do not contain
any observation or qualification. Respective reports of unlisted material subsidiaries in
Form MR-3 are annexed as Annexure - D1, D2, D3 and D4 which forms part of this
Report.
29. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has complied with Secretarial
Standards 1 and 2, issued by the Institute of Company Secretaries of India.
30. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act
the Annual Return as on 31st March, 2025 can be accessed on the Company's
website at: https://www.jsw.in/infrastructure/ annual-return.
31. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as
stipulated under the Listing Regulations is presented in a separate section, forming part
of this Integrated Annual Report.
32. CORPORATE GOVERNANCE REPORT
The Company has complied with the requirements of the Listing
Regulations regarding Corporate Governance. A report on the Company's Corporate Governance
practices and the requisite Certificate from the Company's Statutory Auditor regarding
compliance with the conditions of Corporate Governance forms a part of this Integrated
Annual Report.
33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company believes that transparent, accurate, and comprehensive
disclosure practices not only aid in strategic decision-making but also help demonstrate
the incremental value created for all groups of stakeholders.
The Business Responsibility and Sustainability Report (BRSR) for the
year under review, as stipulated under Regulation 34(2) (f) of the Listing Regulations,
describing the initiatives taken by your Company from the environment, social and
governance perspective forms a part of this Integrated Annual Report and is also available
on the Company's website at: https://www.jsw.in/ infrastructure
34. INTEGRATED ANNUAL REPORT
The Securities and Exchange Board of India (SEBI), in its circular
dated February 6, 2017, had advised the top 500 listed companies (by market
capitalization) to voluntarily adopt Integrated Reporting from FY 2017-18.
The Company has published its Integrated Annual Report to be in line
with the International Integrated Reporting Framework laid down by the International
Integrated Reporting Council (IIRC). The framework pivots the Company's reporting approach
around the paradigm of value creation and its various drivers. It also reflects the
Company's belief in sustainable value creation while integrating a balanced utilization of
natural resources and social development in its business decisions. An Integrated Report
intends to give a holistic picture of an organization's performance and prospects to the
providers of financial capital and other stakeholders. It is thus widely regarded as the
future of corporate reporting.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars, as required under the provisions of Section 134(3)(m)
of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are as
under:
(A) Conservation of energy
Acknowledging the critical role of energy management in combating
climate change, the Company has integrated two key levers into its sustainability
strategy, viz. process improvements and renewable energy. Our energy management
initiatives are focused on enhancing the energy efficiency of our operations and
transitioning towards renewable energy sources.
(i) the steps taken or impact on conservation of energy
Some of the initiatives are as enlisted below:
Shore-based power supply for vessels berthed at two
of our ports was initiated in the previous year for all Tugs and an
MBC. This is being extended to other MBCs as well at these two ports.
Minimising idle-running time of the conveyor belts and other
equipment is being continued at all locations.
(ii) the steps taken by the company for utilizing alternate
sources of energy:
Some of the initiatives are as enlisted below:
Supply of renewable solar power through our Group Captive Solar
Projects for Mangalore and Ennore locations has bee stabilized and this supply has been
made regular. Balance renewable power sourcing is continuing through IEX and other third
party sources.
Total renwable power sourced in FY 2024-25 is 25,473 Mwh which
constitutes 18.4% of the total electrical power consumed at all locations.
Installation of solar-powered streetlights in the port premises
at Mangalore.
(iii) the capital investment on energy conservation
equipment: Not Applicable
(B) Technology absorption
We recognize the importance of integrating technology in our current
operations to improve current management practices and remain competitive in the evolving
markets. We leverage state-of-the-art technology in various aspects of our operations
resulting in faster turn-around times, cost savings, improved risk management, better
resource utilization, and lesser carbon emissions.
(i) the efforts made towards technology absorption:
Implementation / Upgradation of PMS at Jaigarh location
Eco Portal at Jaigarh Location
BI & Analytics at Jaigarh Location
Guard Patrolling System at Jaigarh, SWPL (Goa), Dharamtar,
Paradip Location
Azure Cloud Server-PMS NEW ERA at Jaigarh Location
Existing CCTV Hardware and software upgradation at SWPL (Goa)
Location
Video Analytical Project at Dharamtar Location
Training Data Recording at Dharamtar Location
Asset Information Dashboard at Dharamtar Location
Canteen Management System at Paradip Location
Dredger Fuel Management System at Paradip Location
Energy Monitor System at Ennore Location
CWMS System at Manglore Location
Daily MIS Report at Manglore Location
Vendor Search Engine at Dharamtar Location
Digital Log Books for Operations, Marine and Mechanical
Departments at Dharamtar Location
Safety Dashboard for Safety Department at Dharamtar Location
Analytics - Mechanical Department at Dharamtar Location
Analytics - Commercial Department at Dharamtar Location
Digital Log Book for Engineering and Operation Departments at
Jaigarh Location
(ii) the benefits derived like product improvement, cost reduction,
energy saving, product development or import substitution:
Improving Operational Efficiencies
Cargo Accountability and reconciliation
Correct information flow without manual intervention to
requisite members - Thereby faster decision and reduced losses due to damage control.
Customer frontage for data / document exchange - reduction of
footprint and time, reduction in paper use
Connectivity improvement
Safe and secure working environment
(iii) i n case of imported technology (imported during the last three
years reckoned from the beginning of the financial year): The Company has not imported
any technology.
(iv) the expenditure incurred on Research and Development: NIL
(C) Foreign Exchange Earnings and Outgo:
Total foreign exchange used and earned during the year are
as under:
|
FY 2024-25 |
FY 2023-24 |
Foreign Exchange earned |
8.52 |
2.26 |
Foreign Exchange used |
179.91 |
169.23 |
36. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosure pertaining to remuneration and other details, as
required under Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms a part of this
Report. However, as per the first proviso to Section 136(1) of the Act and second proviso
of Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Report and Financial Statements are being sent to the Members of the
Company excluding the said statement. Any Member interested
in obtaining a copy of the said statement may write to the Company
Secretary at the Registered Office of the Company.
The prescribed particulars of employees required under Section 197(12)
of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are attached as Annexure - E and form a part of
this report.
37. PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE
The Company is dedicated to establishing and maintaining a workplace
that is free from all forms of discrimination and harassment, including sexual harassment,
for all employees. The Company has ensured compliance with the regulations concerning the
formation of an Internal Complaints Committee (ICC) as per the Sexual Harassment of Women
at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, at all its locations to
address any complaints related to sexual harassment. The Company has not received any
complaints pertaining to sexual harassment during FY 2024-25.
38. IBC CODE & ONE-TIME SETTLEMENT
There are no proceedings pending against the Company under the
Insolvency and Bankruptcy Code, 2016. There was no instance of a one-time settlement with
any Bank or Financial Institution.
39. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There was no unclaimed dividend due for the transfer to IEPF during the
FY 2024-25.
40. ACKNOWLEDGMENTS
The Board wishes to place on record its sincere appreciation to all
employees for their hard work, dedication, commitment, and efforts put in by them to
achieve encouraging results under difficult conditions during this year. The Board also
wishes to express its sincere appreciation and thanks to all customers, suppliers, banks,
financial institutions, solicitors, advisors, Bond holders, shareholders & other
stakeholders the Government of India, concerned State Governments, and other regulatory
& statutory authorities for their consistent support and cooperation extended to your
Company during the year.