John Cockerill India Ltd
Chairman Speech
Dear Shareholders,
In the last two years, the global pandemic caused unprecedented
disruption all over the world, and I am proud that throughout this period, we proved our
Company's resilience under the most testing conditions in our history This achievement has
given us greater confidence in the value-creating potential of our Group's integrated
global matrix organization, our people, and our processes.
Spearheaded by our Company's Managing Director, Vivek Bhide, his
management team and the generous support of the members of the Board of Directors, our
teams have employed their time well. A lean management approach has been introduced 2
years ago, and in 2021, our teams continued to transform our Company's processes towards
becoming a future-ready organization and empowering more agile decision making. I
sincerely thank them all for their tireless efforts.
Our experience of the pandemic has underscored the value of investing
in our employees' wellbeing. Our extended John Cockerill India family and their near ones
battled extraordinary circumstances. I express our deep condolences to the families and
colleagues of those who have departed from us.
As we emerge from this unprecedented period of change, it is worth
reflecting on the key enablers of our success and ensure that these fundamentals continue
to drive our ambition. Our innate agility central to John Cockerill's storied past, is one
of the essential fundamentals. As we reset our business for the next major steps in our
Group's journey we must retain what has worked so well for us so far and, once again, rely
on our agility to adapt to the new environment.
The new resurgent India
In this same spirit of agility, I am pleased to see that our management
team, is recalibrating our business for the post-pandemic era.
The last century was about meeting human needs, the new millennium is
about matching human aspirations. We live in a world where the young are reaching higher,
dreaming bigger and demanding more. A world that is challenging the limits of hope and
possibility This is also true for India, a country that wakes up every morning a little
younger in age, and infinitely more ambitious in spirit; India's demographic transition is
an extraordinary moment in world history Today over 600 million young people, or more than
1 in 2 Indians, are below the age of 25.
New India shows the impatience of youth: the desire for real and rapid
change -- for a quality of life that is second to none. At the same time, New India wants
world-class products and services. Whether transportation, energy, information
technologies, infrastructure, steel will span the entire varied landscape of emerging
human aspirations. And building on our track record, our Company has the ambition of
becoming India's uncontested industry leader in the design and manufacturing of
sustainable steelmaking equipment and services aiming at creating value for our clients.
Saying that, it is to be noted that in 2021, India has been the fastest
growing economy and the second-largest steel producer. While the country is projected to
become the 5th largest economy in 2025, and the 3rd largest by 2030,
today, India's per capita consumption of steel is still only at about one-third of the
global average. A promising figure as it stands for a huge growth potential and major
investments in the years to come. As such, India is targeting a three-fold increase in
crude steel output, with an ambition to produce 300 million tonnes per annum of crude
steel by 2030.
On the back of the ongoing consolidation and the heavy investment
expected into the country's steel production in the next decade, I strongly believe that
we are well positioned to capture a sizable portion of the pie and make a substantial
contribution to the nation's development by actively taking part in the country's growth
strategy also referred to as "AatmaNirbhar Bharat".
Withstanding financial pressure
While the outlook is very positive, the past year has been a
challenging one for our Company. The delayed order execution due to the pandemic,
translated into empty workshops and inevitably led to a lack of workload and
under-absorption and financial pressure. A situation that lasted for several months and is
only just picking up again now.
In this context, it is not without a little pride that I seize the
opportunity to remind you of a visible sign of the post-Covid recovery : the contract for
2 high-performance processing lines signed by our Company with India's steel giant
ArcelorMittal Nippon Steel India Limited (AM/NS) in early 2022. After the TATA order for
three processing lines a couple of years ago, this is already the second huge order banked
by our Company related to India's growing steel industry, and John Cockerill Industry's
biggest order ever. After a cracking start of the order execution related to the AM/NS
order, the TATA project is also gearing up, confirming the post-pandemic turnaround.
Investing in a more Sustainable World
As a Company, we are committed to the social and economic progress of
the country we enter in. Our Group values lay in the wellbeing of our employees and
appreciation from our clients.
Today, John Cockerill India as part of the Group's Industry Sector,
enjoys a highly resilient integrated portfolio of innovative and sustainable products, and
an emerging generation of international leaders with a growth mindset. More than ever, our
equipment and lines are to transform everyday living for over a billion Indians and are to
help the country's industry making great and more sustainable products for society
With steel spanning the entire varied landscape of emerging human
aspirations, our goal is not just to build a great enterprise for our stakeholders, but,
more importantly, to build a great future for India and along with the rest of the John
Cockerill Group, the world at large.
In the same logic, our Company's new guiding statement : "create a
better world together with our stakeholders and partners" implies, next to the
wellbeing of our employees, the lowering of our impact on the environment, improving human
rights, ethics and sustainable procurement, and rightly positions us as a responsible
player in the global business community and also, by helping our clients to reduce
greenhouse gas emissions and the use of natural resources, while increasing the use of
renewable energy sources.
For many years, John Cockerill India has been carrying out concrete
societal actions that is in line with our 2021 moto : go beyond philanthropy Among last
year's projects : 3,065 persons have received health care in medical camps, 2,200 students
from a boys' school benefited from a new health infrastructure and remote connections,
3,000 Covid self-test kits were distributed to the people close to our factories in Taloja
and Hedavali, and a tree plantation campaign was organized under which over 20,000
horticulture plants and trees were carefully selected based on local conditions and
planted by 32 farmers in Maharashtra, demonstrating the value of care for the environment,
while aiming to raise the income of the local farmers, helping them offset the adverse
effects of the pandemic and multiple lockdowns that have heightened the poverty in many
Indian villages.
Like every year, in March 2022, along with the John Cockerill Group,
our Company celebrated its female talent. Gender equality is more important than ever We
believe that diversity results in better decision making and plays an essential role in a
Company's long-term success and sustainable future. As such, we are proud to play our
part in promoting gender equality across our entire organization.
Safety first
With the health and safety of our employees being at the heart of our
concerns, for John Cockerill Industry's Indian entities celebrating the
country's Safety Week every year early March is of paramount importance. This
year's celebration of the national initiative was to help enhance the safety
awareness among our Indian employees and workers, not at last through the different Safety
Awards granted to recognize the implication and celebrate the outstanding work of our
Indian teams to build a positive safety culture.
At John Cockerill, we want to grow our business responsibly That means
safety is not negotiable - it's our number one priority and we are convinced that OSH
(Occupational, Safety & Health) initiatives like India's National Safety Week are
helping us to effectively convey this message.
We know that fostering the awareness that scrupulously respecting the
established safety rules will preserve lives & health, is positively contributing to
achieving John Cockerill's ambition : ZERO ACCIDENTS.
Another important milestone when it comes to safety are the fantastic
3173 and 1456 days without accident achieved by our workshops' staff in Taloja and
Hedavali respectively on March 31, 2022. An outstanding achievement showing the commitment
of our Indian entity that has proven that safety is not just a buzzword but a state of
mind.
Achieving this great milestone in an industrial environment is even
more remarkable and clearly demonstrates our compliance, not only with the mandatory
safety codes and regulations, but also our willingness to embrace key learnings
illustrating that we are fully committed to continuous safety improvement.
These exceptional safety results would have not been possible without
the full commitment of the men and women who put their skills at the service of our
activities every day
Corporate Governance
Over the past decade, we have strengthened our corporate governance
processes by introducing policies and procedures that, along with the extensive experience
of our independent directors, guide us towards excellence in Boardroom ethics and
governance. Most recently I was pleased to welcome Mr. Praveen Kadle to the company's
Board of Directors and as a member of the Audit Committee.
Mr. Praveen Kadle has held various leadership positions at the Tata
Group in the last 30 years, including Founding CEO and Board Member of IBM's JV with
Tata in India, CFO and Board Member of Tata Motors, Founder Managing Director and CEO of
Tata Capital and Chairman of Tata Auto Comp System which position he still holds as a
non-executive Chairman. Today Mr. Kadle is the Founder & Chairman of Prachetas Capital
Private Limited, and a Board member on various Tata and non- Tata companies. He also
contributes to many industry and economic bodies, both domestic and international.
We are grateful and excited to have Mr. Kadle bring his unique talent,
expertise and perspective to our team and help our Indian entity in Mumbai on their path
to success.
Extending My Appreciation
Let me conclude this year's message by announcing that I have been
addressing you for the last time in the framework of John Cockerill India's Annual
Report. I am retiring from my services in the current positions and mandates with John
Cockerill India and the Sector Industry and to start a new chapter in my life :
Retirement, where I take the Company the team, the memories, and the incredible journey
with me in my heart.
I would like to seize this opportunity to thank you for the confidence
and trust you have placed in me over the past 6 years! At the same time, I would like to
thank my fellow Directors for their support in helping to position our Company for its
continued success. I would like to also thank the management team for their leadership, as
well as each member of the John Cockerill India family and our stakeholders, who share our
dreams and achievements. Finally I would like to thank all our employees from the bottom
of my heart for their hard work and for having made me proud of the quality equipment
designed by our Company's engineers and manufactured in our workshops in India. I
wish them every success in driving our Company towards achieving profitable growth in the
years to come.
Yours sincerely
Joao Felix Da Silva
  Â
John Cockerill India Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the Thirty Seventh Annual Report of John
Cockerill India Limited ("the Company") on the business and operations of
the Company, together with the audited financial statements for the year ended March 31,
2023.
FINANCIAL PERFORMANCE
(` in lakhs)
Particulars |
Financial Year 2022-2023 |
Financial Year 2021-2022 |
Total Income |
50,031.31 |
38,923.61 |
| Profit before depreciationandamortisationexpense,finance costs and tax
expense |
2,325.63 |
1,593.91 |
| Less : |
|
|
| Depreciation and amortisation expense |
514.75 |
466.17 |
| Finance costs |
193.16 |
684.82 |
Profit / (Loss) before Tax |
1,617.72 |
442.92 |
| Less : Tax expense : |
|
|
| Current tax |
59.00 |
(7.75) |
| Deferred tax |
270.18 |
(13.35) |
Profit / (Loss) for the year |
1,288.54 |
464.02 |
| Other comprehensive income for the year, net of tax |
15.81 |
39.68 |
| Total comprehensive income for the year |
1,304.35 |
503.70 |
HIGHLIGHTS OF THE FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS
Financial and Operational Performance
Multiple factors, such as COVID-19 pandemic, Ukraine war and resulting food and energy
crisis, surging inflation, debt tightening, as well as the climate emergency, battered the
world economy in 2022. Amid high inflation, aggressive monetary tightening and heightened
uncertainties, these events slowed the pace of economic recovery from the COVID-19 crisis,
threatening several countries with fears of recession in 2023.
Growth momentum significantly weakened in the United States, European Union and other
developed economies in 2022, adversely impacting the rest of the global economy through a
number of channels.
Tightening global financial conditions coupled with a strong dollar exacerbated fiscal
and debt vulnerabilities in developing countries Over 85 per cent of central banks
worldwide tightened monetary policy and raised interest rates in quick succession since
late 2021, to tame inflationary pressures and avoid a recession.
In spite of such unfavourable conditions, your Company has delivered reasonably good
performance during the year :
Starting the year with a healthy order backlog, your Company could focus on execution
and significantly ramped up its capacity utilisation which was a major challenge in the
last 2 years.
The revenue from operations grew 26% from ` 382.78 crores in
` 483.70 crores in financial year 2022-23.
Operating profit (PBDIT) has increased 35% from` 15.93 crores in fin 2022-23. `
23.26crores
The Company received new orders worth ` 359 crores during the year.
Global Outlook
The world economic outlook for 2023 is cautiously optimistic but remains uncertain due
to various ongoing challenges that continue to impact the global economy. The
International Monetary Fund (IMF) predicts that the global economy will grow by 4.9% in
2023, up from an estimated growth of 4.4% in 2022. However, this projection is subject to
numerous risks that could derail the recovery. The gross domestic product (GDP) growth
rate is expected to continue its upward trajectory, with advanced economies projected to
grow by 4.2% and emerging market and developing economies by 5.2%. Inflation is another
key indicator to watch in 2023. While central banks worldwide have kept interest rates low
to support the economic recovery, inflation has spiked in many countries due to supply
chain disruptions and rising energy and commodity prices. The IMF predicts that inflation
will remain elevated in advanced economies at 2.4% in 2023 but could rise to 4.4% in
emerging
. market and developing economies, which could undermine growth.
Rising interest rates and the war in Ukraine continue to weigh on economic activity.
China's recent reopening has paved the way for a faster-than-expected recovery. Global
real GDP is forecasted to grow by 2.2 % in 2023, down from 3.3 % in 2022. Most of the
weakness could be concentrated in Europe and Latin America. However, Asian economies are
expected to drive most of global growth in 2023, as they benefit from ongoing reopening
dynamics and less intense inflationary pressures compared to other regions.
India Outlook year 2021-22 to
India's economy is recovering from the pandemic, supported by infrastructure investment
and the resilience of the agriculture sector. The government's National Infrastructure
Pipeline aims to boost economic growth and job creation. While unemployment rates remain
an area of concern, the overall economic business climate remains positive.
In contrast to the global outlook, there are opportunities for the world to invest in
emerging market like India given the need for both physical and digital infrastructure to
support its sizable and young labour force. Keys to ensuring growth over the longer term
include developing new lines of business; strengthening corporate governance; embracing
digital transformation and automation; recruiting talent with new skills that are not
currently tapped. India's growth continues to be resilient despite some signs of
moderation. The government's focus on reforms and investment in infrastructure is expected
to drive economic growth, with the IMF projecting GDP growth of 6.9% in 2023. However, the
growth is expected to be constrained by slower consumption growth and challenging external
conditions. Rising borrowing costs and slower income growth will weigh on private
consumption growth, and government consumption is projected to grow at a slower pace due
to the withdrawal of pandemic-related fiscal support measures.
The steel sector in India continues to be fast growing, in-demand and robust sector.
While the pandemic and global export / import circumstances did cause the sector to slow
down for a while, recent development is bringing the sector back to its glory. Today, the
Indian steel industry ranks second in global production. The rising demand for affordable
housing, infrastructure development and construction projects, has led to a pan-India need
for steel. Increased focus on urban development, logistics parks and industrial corridors
are all adding to the improved demand for finished steel and steel as a raw material. The
Ministry of Steel signed 57 MoUs with 27 companies for specialty steel under the PLI
scheme (Production Linked Incentive). Under the scheme, the Government has approved a sum
of ` 6,322 crores for steel sector growth. Apart from creating new jobs and contributing
to making India the third largest economy globally (by 2030-31), the scheme aims to create
an additional capacity of 25 MT of specialty steel in the next five years. Further,
initiatives like Green Steel and Hydrogen Mission would open up new investments in the
sector. In line with these positive factors during the year, your Company won new orders
worth ` 359 crores and added a new customer to its portfolio. As on March 31, 2023, the
order backlog is in excess of ` 1,000 crores. The Company is in discussions with various
customers for further new opportunities.
Business Development
Your Company remains firmly integrated in John Cockerill Industry
Metals product and growth strategies and supports investment projects in virtually all
regions of the world, either through standalone proposals or in collaboration with other
John Cockerill Group entities.
Thanks to its geographic location, India is an ideal hub for tapping into the further
development of business in South-East-Asia and is supported in this endeavour through
dedicated business development resources located strategically in several of these
markets.
Furthermore, your Company plays a vital role in supporting the marketing and sale of
products from the Group's innovation pipeline having reached market maturity, and which
are expected to play an increasingly dominant role in the Company's future market
offering, among those technologies that represent new technological standards in metals
coating or in decarbonization of thermal processes in the steel production process. Along
with a refined approach in services and after-sales, as well as a continued emphasis on
its automation capabilities, your Company is well positioned in its segment.
Material changes affecting the Company
There have been no material changes and commitments affecting the financial position of
the Company which has occurred between the end of the financial year to which the
financial statements related to and date of this report. There has been no change in the
nature of business of the Company.
DIVIDEND
Your Directors have recommended a final dividend of` 5/- per equity share having face
value of ` 10/- each amounting to ` 246.89 lakhs for the financial year 2022-23, subject
to the approval of the members at the 37th Annual General Meeting ("AGM")
of the Company. The Tax Deducted at Source ("TDS") will be deducted by
the Company, wherever applicable, as per the provisions of the Income Tax Act, 1961. In
the previous year, your Company paid a dividend of ` 2/- per equity share having face
value of ` 10/- each.
Consideringsufficiency, your Directors do not propose to transfer any amount to the
General Reserve for the year under review.
AMENDMENT TO THE OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY
During the year under review, the Company, with the approval of members of the Company
through Postal Ballot on March 22, 2023, has amended the Objects Clause of its Memorandum
of Association
("MOA") by amending and substituting sub-clause 1 and inserting
subclauses from 2 to 5. The primary driver of the change is the paradigm shift that has
happened in this business sector during the last decade, with increasing applications of
new technology, digital tools as well as the desire of the customers to opt for
automation, latest technology and digital solutions. Furthermore, with the increasing
focus on environmental objectives, the opportunities for the Company to provide solutions
in decarbonisation of steel manufacturing process and use of green hydrogen in steel
making process have opened up. In addition to this, the Production Linked Incentive (PLI)
scheme announced by the Government for specialty steel will provide new opportunities to
the Company in this product line.
The existing MOA of the Company was framed in terms of the provisions of the Companies
Act, 1956 and with the enactment of the Companies Act, 2013, major parts of the Companies
Act, 1956 are no longer in force. This will enable your Company to carry on other allied
and related business activities, linked to our core areas, as suitable to further
strengthen its position in the steel industry and endeavour to offer innovative products
and services which enhance, access, customer requirements and needs.
The details of Postal Ballot process and results is provided in the Corporate
Governance Report, which forms part of this Report. Your
Company has filed the necessary forms with the Ministry of Corporate Affairs for the
approval of the Registrar of Companies, Mumbai, Maharashtra along with a copy of the
amended MOA of the Company.
GROUP ACTIVITIES
John Cockerill SA, the Holding Company is part of the John Cockerill
Group having presence in sectors like Energy, Defence, Industry, Environment and
Services. The Company is a part of the Industry Sector within the John Cockerill Group.
Your Company continues to have close, collaborative relationship with customers supported
by an extended global network of offices aligned with customer locations. John Cockerill
Group invests heavily in R & D activities and investments have been made to support
long-term profi table growth and extending help to the customers in value creation.
The John Cockerill Group has been extremely supportive of their Indian operations and
continues to provide constant support in terms of strategy, technology, research and
development, systems, manufacturing, project management, human resources, etc.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Your Company does not have any Subsidiary, Joint Venture or Associate
Company as defined in the Companies Act, 2013. Hence, no details need be provided in
Form AOC-1.
In accordance with the provisions of Section 136 of the Companies Act, 2013 ("the
Act"), the audited financial statements and related information of the Company
are available on the website of the Company at www.johncockerillindia.com.
SHARE CAPITAL
There has been no increase / decrease in the Authorised Share Capital of your Company
during the year under review.
The paid-up equity share capital of your Company as on March 31, 2023 continues to be `
493.78 lakhs. During the year under review, the Company has neither issued any shares
(including shares with differential voting rights) nor granted stock options or sweat
equity.
DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the Act
and the Companies (Acceptance of Deposits) Rules, 2014, and as such, no amount of
principal or interest was outstanding as of the Balance Sheet date.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Joao Felix Da Silva (DIN 07662251), (consequent to
his retirement from the services as President of John Cockerill Industry Sector), resigned
as the Chairman and Director of the Company with effect from the close of working hours of
August
3, 2022. The Board of Directors ("Board") places on record its
collective unanimous appreciation of the valuable services rendered and contribution made
by Mr. Joao Felix Da Silva during his tenure as Chairman of the Company.
The Board at its meeting held on August 2, 2022, on the recommendation of the
Nomination and Remuneration Committee ("NRC") appointed Mr. Sebastien
Roussel (DIN 09663609) as Additional Director of the
Company with effect from August 4, 2022. Subsequently, as mandated by Regulation 17(1C)
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("the Listing Regulations"), the members
had, vide resolution passed through Postal Ballot on September 12, 2022, approved the
appointment of Mr.
Sebastien Roussel as a Non-Executive Director of the Company. The details of Postal
Ballot process and results are provided in the Corporate Governance Report, which forms
part of this Report. The Board appointed Mr. Sebastien Roussel as the Chairman of the
Board with effect from August 4, 2022.
Mr. Jean Gourp (DIN 02268912) has tendered his resignation as a
Director of the Company, to take effect from the closing hours of May
31, 2023. The Board wishes to place on record its appreciation of the services rendered
by Mr. Gourp during his tenure as Director of the Company. As a consequence of the
elevation of Mr. Vivek Bhide (DIN 02645197), Managing Director of the Company as the
President India – John
Cockerill Group, Mr. Bhide has relinquished his position as the Managing
Director and continues to be Non-Executive Non-Independent Director of the Company with
effect from the closing hours of May 31, 2023. Mr. Bhide had headed the Company during the
most difficult times starting with COVID, and (despite several personal problems), has
managed and carried the Company forward to achieve good business results, and execution of
major prestigious projects. The Board places on record the appreciation for the valuable
services, support and guidance rendered by Mr. Vivek Bhide during his tenure as the
Managing Director of the Company. In terms of the Articles of Association of the Company
and as recommended by the NRC, the Board at its meeting held on May 25, 2023 appointed Mr.
Michael Kotas (DIN 10053364) as an Additional
Director with effect from June 1, 2023 in place of Mr. Vivek Bhide, who had
relinquished his office as Managing Director with effect from the closing hours of May 31,
2023. The Board of Directors has also, on the recommendation of the NRC, recommended the
appointment of Mr. Michael Kotas as the Managing Director (Key Managerial Personnel) of
the Company with effect from June 1, 2023 for a term of three consecutive years, subject
to the approval of the members at the 37th Annual General Meeting and the
Central Government. Mr. Michael Kotas holds office as Additional Director up to the date
of the forthcoming
Annual General Meeting ("AGM") and is eligible for the proposed
appointment. Appointment of Mr. Michael Kotas, being an overseas citizen, and a
nonresident in India, is subject to the approval of the Central Government.
Mr. Michael Kotas fulfils the criteria provided in the policy of the Company including
his qualification, experience, background, expertise, proficiency and integrity. The
necessary resolutions for his appointment are being placed before the members for
approval. The Board recommends the appointment of Mr. Michael Kotas for the approval of
the members at the forthcoming AGM. In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Yves Honhon (DIN 02268831), Non-
Executive Director of the Company is liable to retire by rotation at the forthcoming
AGM of the Company and being eligible, has offered himself for re-appointment. The Board
recommends his re-appointment.
Detailed profile of the Directors seeking appointment / re-appointment along with other
necessary details as required, are provided in the Notice of the Thirty Seventh AGM of the
Company.
Apart from the aforesaid changes, there are no changes in the Directors and Key
Managerial Personnel of the Company. The details of the number and dates of meetings held
by the Board and its Committees, attendance of Directors and remuneration paid to them are
given separately in the Corporate Governance Report which forms a part of this Report. All
the Independent Directors of your Company have submitted the declaration confirming that
they meet the criteria of independence as prescribed under the Act and the Listing
Regulations and are not disqualified from continuing as Independent Directors and that
their names have been included in the data bank of Independent Directors as prescribed
under the Act. The Board is of the opinion that the
Independent Directors of the Company possess requisite qualifications, expertise and
experience (including the proficiency) and they hold highest standard of integrity. The
Independent Directors have confirmed compliance with the relevant provisions of Rule 6 of
the Companies
(Appointment and Qualification of Directors) Rules, 2014.
As per the provisions of Schedule IV to the Act, the Independent Directors of the
Company held a separate meeting on January 30, 2023 without the presence of the Chairman,
Managing Director, other Non-Independent Directors or any other managerial personnel.
An annual evaluation has been made by the Board of Directors of its own performance and
that of its Committee t care has been taken for the maintenance and individual Directors
and the reference to such performance evaluation of Directors, Board and its Committees
are available in the Corporate Governance Report, which forms an integral part of this
Report.
The Board and the NRC has confirmed that the performance evaluation was completed
during the year under review.
The Chairman held a one-on-one meeting with each of the individual Independent
Directors as a part of self-appraisal and peer-group evaluation; the engagement and impact
of individual Director was reviewed on parameters such as attendance, knowledge and
expertise, inter-personal relationship, engagement in discussion and decision-making
process, actions oriented and others. The Directors were also asked to provide their
valuable feedback and suggestions on the overall functioning of the Board and its
Committees and the areas of improvement for a higher degree of engagement with the
Management. In terms of the Listing Regulations, your Company conducts the Familiarisation
Program for the Directors about their roles, rights and responsibilities in your Company,
nature of the industry in which your Company operates, business model of your Company,
etc., through various initiatives. The details of the same are available on the Company's
website at www.johncockerillindia.com, and also referred to in detail in the Corporate
Governance Report.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons
are acting as Key Managerial Personnel ("KMP") of the Company as on March
31, 2023 : i) Mr. Vivek Bhide Managing Director ii) Mr. Kiran Rahate Chief Financial
Officer iii) Mr. Haresh Vala Company Secretary
Mr. Michael Kotas has been appointed as Managing Director and Key
Managerial Personnel in place of Mr. Vivek Bhide with effect from June
1, 2023.
Remuneration Policy
On the recommendation of NRC, the Company has formulated, amongst others, a policy on
the remuneration of the Directors, Key Managerial Personnel and Senior Management
employees. The details of the Remuneration Policy are mentioned in the Corporate
Governance Report and are also placed on the website of the Company at www.
johncockerillindia.com
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act,
your Directors confirm that, to the best of their knowledge and belief : a. that in the
preparation of the annual accounts, the applicable
Accounting Standards have been followed and there are no material departures from the
same; b. that such accounting policies have been selected and applied consistently and
judgments 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 the end of the financial
year and of the Statement of Profit and Loss and Cash Flow of the
Company for the year ended on that date;
. thatproperand 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. that the annual accounts have been prepared on a ‘going
concern' basis; e. that proper internal financial controls are in place and that such
internal financial controls are adequate and were operating effectively; and f. that
proper systems have been devised to ensure compliance with the provisions of all
applicable laws and are adequate and operating effectively.
MEETINGS OF THE BOARD
5 (five) Meetings of the Board of Directors of your Company were held during the year
2022-23 on May 26, 2022, August 2, 2022, November 9, 2022, January 31, 2023 and February
7, 2023. The particulars of the meetings held and attendance of the Directors in the
meetings are detailed in the Corporate Governance Report. The intervening gaps between the
meetings were within the limits prescribed under the Act and the Listing Regulations.
COMMITTEES OF THE BOARD
The Company has duly constituted the Committees required under the Act read with the
applicable Rules made thereunder and the Listing Regulations, and also a few other
Committees— though not mandatory. As on March 31, 2023, the following Committees of
the Board were functional : i. Audit Committee ii. Stakeholders Relationship Committee
iii. Nomination and Remuneration Committee iv. Corporate Social Responsibility Committee
v. Risk Management Committee vi. Committee for Finance and Operations
The details with respect to the composition of the Committees, their terms of reference
and attendance at the meetings of the aforesaid Committees of the Board are given in the
Corporate Governance Report.
AUDITORS Statutory Auditors
M/s. S R B C & Co. LLP, Chartered Accountants (ICAI Registration No. 324982E/
E300003) were appointed as the Statutory Auditors of the Company for an initial term of
five years commencing from the conclusion of the Thirty Second AGM, and up to the
conclusion of the Thirty Seventh
AGM. Accordingly, M/s. S R B C & Co. LLP will be completing their initial term of
five years at the conclusion of the forthcoming AGM. Your Company is proposing to
re-appoint M/s. S R B C & Co. LLP, subject to the approval of the members of the
Company at the forthcoming
AGM, as the Statutory Auditors of the Company for a further term of five years until
the conclusion of the Forty Second AGM to be held in the year 2028.
Your Company has received written consent and certificate of eligibility in accordance
with Sections 139, 141 and other applicable provisions of the Act and Rules issued
thereunder, from M/s. S R B C & Co. LLP. They have confirmed that they hold a valid
certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India as required under
the Listing Regulations.
The Audit Committee and the Board is of the opinion that the continuation of M/s. S R B
C & Co. LLP as Statutory Auditors will be in the best interests of the Company and
therefore, the members are requested to consider their re-appointment as Statutory
Auditors of the Company, for a term of five years from the conclusion of the forthcoming
AGM, and up to the AGM to be held in the year 2028, at such remuneration as mutually
agreed and as may be approved by the Board, who may be suitably authorised for this
purpose.
The resolution seeking re-appointment of M/s. S R B C & Co. LLP,
Chartered Accountants as the Statutory Auditors of the Company, as stated above, has
been included in the Notice of the Thirty Seventh AGM for the approval of the members.
The Statutory Auditors have issued an unqualified annual accounts of the Company for
the year ended March 31, 2023 or andtheyhavemadeno disclaimer in their Report. The Notes
thereto are self-explanatory and do not require any explanations from the Board.
Cost Auditor
Your Company is required to maintain cost records under the Companies (Cost Records and
Audit) Rules, 2014. Accordingly, your Company has been maintaining such cost records as
per the requirements.
In terms of Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, the Audit Committee recommended and the Board, appointed M/s. Kishore Bhatia
& Associates, Cost
Accountants (Firm Registration No. 000294), being eligible as the Cost
Auditors of the Company to carry out the cost audit for the financial year 2023-24.
Your Company has received their written consent that the appointment is in accordance with
the applicable provisions of the
Act and Rules framed thereunder. The Cost Auditors have confirmed that they are not
disqualified to be appointed as the Cost Auditors of your Company for the financial year
2023-24. The remuneration of Cost
Auditors has been approved by the Board, on the recommendation of the Audit Committee.
In terms of the Act and Rules thereunder, requisite resolution for ratification of
remuneration of the Cost Auditors by the members has been set out in the Notice of the
Thirty Seventh AGM of your Company. In the opinion of the Directors, considering the
limited scope of audit, the proposed remuneration payable to the Cost Auditors would be
reasonable and fair and commensurate with the scope of work carried out by them.
During the year under review, the Cost Auditor had not reported any matter under
Section 143(12) of the Act and therefore no detail is required to be disclosed under
Section 134(3)(ca) of the Act.
Secretarial Auditor
M/s. VKM & Associates, a firm (Certificate of Practice No. 4279) was appointed as
the Secretarial
Auditors to carry out the Secretarial Audit of the Company for the financial year
2022-23. In terms of Section 204 of the Act and Regulation 24A of the Listing Regulations
read with the SEBI Circular, the Report given by the Secretarial Auditors is annexed as
Annexure 1 and forms an integral part of this Report. The Secretarial Audit Report is
self-explanatory and does not call for any comments. The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer.
During the year, the Secretarial Auditors have not reported any matter under Section
143(12) of the Act, therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act.
The Company has undertaken an audit for the financial year ended
March 31, 2023 for all applicable compliances as per applicable
SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of
the Listing Regulations. The Annual Secretarial
Compliance Report duly issued by M/s. VKM & Associates has been annexed as Annexure
2 to this Report.
There have been no instances of fraud reported by above-mentioned Auditors under
Section 143(12) of the Act and Rules framed thereunder either to the Company or to the
Central Government during the financial year 2022-23.
SECRETARIAL STANDARDS
During the financial year 2022-23, your Company has complied with all applicable
Secretarial Standards issued by The Institute of Company Secretaries of India and adopted
under the Act. audit report on the
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not filed any application, or no proceeding is pending against the
Company under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Act read with the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules")
as amended, read with the relevant circulars and amendments thereto, all unpaid or
unclaimed dividends which were required to be transferred by the Company to the IEPF were
transferred to IEPF
Authority.
The Company has also transferred shares in respect of which dividend amount remained
unpaid / unclaimed for a consecutive period of 7
(seven) years or more to IEPF Authority within stipulated time.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, your Company has not provided any loan or guarantee or
made investments covered under the provisions of Section 186 of the Act and Schedule V of
the Listing Regulations.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Being a responsible Corporate Citizen, your Company is committed to fulfil its social
responsibilities. Guided by the prevailing regulatory requirements, the Company has
constituted a ‘Corporate Social Responsibility ("CSR") Committee'
and framed a policy on CSR. The policy is available on the website of the Company –
www. johncockerillindia.com. Annual Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended ("CSR
Rules") is annexed as Annexure 3 and forms an integral part of this Report. of
Company Secretaries in Practice During the financial year 2022-23, in terms of Section 135
of the Act read with CSR Rules, your Company was not required to spend any amount on CSR
activities. The CSR projects of the Company are focussed on the areas of environment and
sustainability, healthcare, promotion of education and skill development. The Company has
created a tab on the home page of the Company's website for CSR related information to be
displayed. The information related to CSR Committee, CSR policy and the projects
undertaken by the Company are updated there regularly.
The Chief Financial Officer of the Company has certified to the that the funds
disbursed for CSR activities were utilized for that purpose. The Company had transferred `
59.39 lakhs to Unspent CSR account to be spent on ongoing projects. The CSR Committee
recommended the annual action plan which was approved by the Board. Out of this unspent
account, an amount of ` 14.16 lakhs were spent in the year 2021-22. During the year under
review, the Company had spent ` 25.08 lakhs out of the unspent account and the balance
unspent amount of
` 20.15 lakhs will be spent in the financial year 2023-24.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Your Company place on record their deep appreciation for the contribution made by the
employees of the Company at all levels. A detailed note on Human Resources is provided in
the Management Discussion and Analysis ("MDA") Report, which forms part
of this Report. The information about employees particulars as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended, is annexed as Annexure 4 and forms an
integral part of this Report. In terms of second proviso to Section 136(1) of the Act and
second proviso of Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Report and Financial Statements are being sent to the members
and others entitled thereto, excluding the statement of particulars of employees, which is
available for inspection by the members. Any member interested in obtaining a copy thereof
may write to the Company Secretary.
None of the employees listed in the said Annexure is related to any Director of the
Company. None of the employees holds (by himself or along with his / her spouse and
dependent children) more than 2% of the equity shares of the Company.
Health and Safety
The Company is committed to Health and Safety of its employees, contractors and
visitors. The details on Health and Safety are provided in the MDA Report, which forms
part of this Report.
Policy on Prevention of Sexual Harassment at Workplace
As per the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, as amended ("POSH") and the Rules
made thereunder, your Company has a robust mechanism in place to redress complaints
reported under it. Your Company has complied with the provisions relating to constitution
of Internal Committee under POSH. The Internal Committee comprises of internal members,
and an external member who has extensive relevant experience in this field.
All employees, especially women employees, were made aware of the Policy and the manner
in which the complaints can be lodged.
The following is reported pursuant to Section 22 of the POSH and
Regulation 34(3) read with sub-clause 10(I) of Clause C of Schedule V of the Listing
Regulations for the year ended March 31, 2023 :
a. Number of complaints of sexual harassment received / filed during
the year |
Nil |
b. Number of complaints disposed of during the year |
Nil |
c. Number of complaints pending for more than ninety days |
Nil |
d. Number of complaints pending as on end of financial year |
Nil |
e. Number of workshops or awareness programs carried out |
7 |
f. Nature of action taken by the employer or District officer |
Not Applicable |
During the year under review, no case of sexual harassment in the Company was reported.
RISK MANAGEMENT
As per the amended Listing Regulations, the mandate for constitution of a Risk
Management Committee is not applicable to the Company. However, in line with the best
global practices, and aligned with the Risk Management Policy of John Cockerill SA (the
holding Company), the Board of Directors has voluntarily constituted a Risk Management
Committee in 2014, has evolved a Risk Management Policy, and has developed the operating
guidelines governing the functioning of this Committee.
Your Company has established comprehensive Risk Management System to ensure that risks
to the Company's continued existence as a going concern and to its development are
identified on timely basis. The Risk Management Committee oversees the Risk Management
process including risk identification, impact assessment, effective implementation of the
mitigation plans, risk reporting and carries out other related activities. The purpose of
the Committee is to assist the Audit Committee in fulfilling its oversight
responsibilities with regard to enterprise risk management.
The composition and terms of reference of the Risk Management Committee are covered
under the Corporate Governance Report, which forms part of this Report. Important elements
of risk management process are elaborated in the MDA Report, which forms part of this
Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The establishment of an effective internal control system is essential for sustainable
growth and long-term improvements in corporate value, and accordingly, the Company works
to strengthen such structures. Your Company believes that a strong internal control
framework is an important pillar of Corporate Governance.
The details and the process of internal control systems, as implemented by the Company,
are provided in the MDA Report, which forms part of this Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Vigil Mechanism of your Company is governed by the Company's Whistle Blower Policy
which can be assessed on the Company's website at
https://johncockerillindia.com/financialreport.aspx?Subcat=
Whistleblower%20Policy&InvestorType=Policies. The Whistle Blower
Policy provides for adequate safeguards against victimization of Directors, employees
and third parties who can avail of the mechanism and also provides for direct access to
the Chairman of the Audit
Committee. It is confirmed that no personnel of the Company, in the context of whistle
blowing, has been denied access to the Chairman of the Audit Committee.
Your Company sensitizes the availability of the Vigil Mechanism from time to time to
its employees and they are encouraged to report any incidents and informed about the
availability of direct access / approach to the Chairman of the Audit Committee, wherever
necessary.
INSURANCE
Your Company has taken adequate insurance coverage of all its assets and inventories
against various types of risks viz. fire, floods, earthquake, cyclone, etc. and also
transit insurance to cover the risk during transportation of goods from its plants to
customer project sites. Your
Company has also started to procure coverage under project specific
Trade Credit insurance policies to mitigate its risks during the project execution.
Directors' & Officers' Liability (D & O) policy covers the Directors and
Officers of the Company against the risk of third-party claims liabilities arising out of
their actions / decisions in the normal course of discharge of their duties, which may
result in financial loss to any third party.
The employees of the Company are covered under various employee benefit Group insurance
schemes that provide cover for Hospitalization,
Accidental Disability and Death.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Company has formulated a Policy on materiality of Related Party Transactions and
on dealing with Related Party Transactions ("RPT Policy") as approved by
the Board, which is available on the Company's website at
https://johncockerillindia.com/financialreport.aspx?Subcat=RPT%20
Policy%20as%20per%20LODR&InvestorType=Policies. The Board of your Company has approved
the criteria to grant omnibus approval by the Audit Committee within the overall framework
of the RPT Policy on related party transactions. All related party transactions are placed
before the Audit Committee for review and approval. Prior omnibus approval is obtained for
related party transactions for transactions which are of repetitive nature and / or
entered in the ordinary course of business and are at arms' length basis. All related
party transactions entered during the year were in the ordinary course of business and at
arms' length basis and adhered to the applicable provisions of the Act and the Listing
Regulations. There were no materially significant related party transactions made with the
Promoters, Directors, Key Managerial Personnel or others of your
Company, which may have a potential conflict with the interest of the
Company at large. No material contracts or arrangements with related parties were
entered during the year. A statement of all related party transactions is presented before
the Audit Committee on a quarterly basis, specifying the nature, value and terms and
conditions of the transactions. John Cockerill SA is the Holding Company of the Company,
and all the subsidiaries of John Cockerill SA are treated as related parties of the
Company. Such related party transactions, including those with the Holding Company and
fellow subsidiaries, which have been carried out during the current year and previous year
are mentioned in the Annual Report in accordance with the Indian Accounting Standards
24 on Related Party Transactions notified by the Companies (Indian
Accounting Standards) Rules, 2015, as amended, and are not repeated in this Report of
the Directors. None of the related party transactions entered into by the Company was in
conflict with the Company's interests. In compliance with the provisions of Regulation
34(3) read with Schedule V(A) of the Listing Regulations read with Section 134(3)(h) of
the Act, it is confirmed that no loans or advances in the nature of loans have been
received or paid to the Holding Company or any Fellow Subsidiary or any
Director or to any firms or Companies in which a Director is interested and no
investments have been made in the shares of the Holding Company or any of its
subsidiaries. The Company does not have any subsidiaries. The Company has no investments.
The prescribed disclosure in Form
AOC-2 in terms of Section 134 of the Act is not required.
At the Thirty Sixth AGM held on August 3, 2022, the members approved the material
related party transactions with John Cockerill SA, John Cockerill Automation Private
Limited, John Cockerill Trading (Beijing)
Company Limited, John Cockerill UVK GmbH, CMI Engineering (Beijing) Company Limited,
John Cockerill Industry Americas Inc., CMI Energy
France SAS and John Cockerill Renewables for transactions which are to be considered
material in terms of the Listing Regulations. The approval of the members of the Company
is sought in terms of the Listing Regulations for the payment of Brand fee @ 0.6% of the
external sales and for the payment of up to 3% referral and technical royalty fees to John
Cockerill SA on those portions of contracts assigned to the Company through John Cockerill
SA and also for other Related Party Transactions with various Related Parties. During the
year, the Technical Royalty Agreement entered into with John Cockerill SA was amended to
redefine the purpose of the Agreement, basis on which the cost to be recognised and the
slab wise fee % for projects with different size and revenue recognition. None of the
Directors and the Key Managerial Personnel has any pecuniary relationship or transactions
with the Company other than in the normal course of the business.
ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and/or material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of the Company and its operations.
INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information as prescribed under Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, in relation to the conservation of energy, technology
absorption, foreign exchange earnings and outgo, is provided in Annexure 5, and forms an
integral part of this Report.
CORPORATE GOVERNANCE
A separate section on Corporate Governance forms an integral part of this Report and a
compliance certificate from M/s. S R B C & Co. LLP, Chartered Accountants, Statutory
Auditors of the Company confirming the compliance of conditions of Corporate Governance is
attached thereto.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations, performance and future outlook of the Company and
its businesses is given in the Management Discussion and Analysis, which is presented in a
separate section, forming part of this Annual Report.
GREEN INITIATIVES
During the year under review, the Company has continued the "digital
platforms" for various meetings including the Board and Committee meetings, internal
meetings and meetings with external stakeholders such as customers and vendors. This has
helped the Company to reduce multiple sector travel from Europe and from within India for
the Directors and others – several times a year – thereby reducing gas / carbon
emission and dissemination of information in paper form for various meetings. All the
employees, . Your Directors also place on the Board members and external stakeholders have
adapted to the new tools and platforms and faith quickly and the experience of adopting a
nearly "all-digital" process for all meetings keeps getting better.
ANNUAL RETURN
In terms of Section 92(3) read with Section 134(3)(a) of the Act, copies of the Annual
Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule
11 of the Companies (Management and Administration) Rules, 2014 are placed on the website
of the Company -www.johncockerillindia.com. This extract is also annexed as Annexure 6 and
forms an integral part of this Report.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank John Cockerill SA - parent Company,
customers, members, suppliers, bankers, business partners / associates and the Central and
State Governments for their consistent support and co-operation to your Company.
Your Company has been able to operate efficiently because of the culture of
professionalism, creativity, integrity and continuous improvement in all functions and
areas of its operations as well as the efficient utilisation of your Company's resources
for sustainable growth.
Your Directors hereby wish to place on record their appreciation of the efficient and
loyal services rendered by each and every employee, without whose whole-hearted efforts,
the overall satisfactory performance would not have been possible. Your Directors look
forward tothelong-termfuturewith record their appreciation to the members for the
confidence reposed by them.
|
For and on behalf of the Board |
|
Sebastien Roussel |
|
Chairman |
|
DIN 09663609 |
| - |
|
| Mumbai |
|
| May 25, 2023 |
|
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