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JTL Infra Ltd.

BSE: 534600 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE391J01016
BSE 15:40 | 19 Jan 177.00 5.05
(2.94%)
OPEN

170.00

HIGH

179.00

LOW

168.30

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 170.00
PREVIOUS CLOSE 171.95
VOLUME 20467
52-Week high 190.45
52-Week low 41.25
P/E 44.70
Mkt Cap.(Rs cr) 177
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 170.00
CLOSE 171.95
VOLUME 20467
52-Week high 190.45
52-Week low 41.25
P/E 44.70
Mkt Cap.(Rs cr) 177
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JTL Infra Ltd. (JTLINFRA) - Director Report

Company director report

Dear Stakeholders

Yours directors have pleasure in presenting their 26th (Twenty Sixth) AnnualReport together with the Audited Financial Statement for the year ended 31stMarch 2017.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:

The summary of operating results for the year 2016-17 and appropriation of divisibleprofits is given below.

(Rs. in Lacs)
Sr. No Particulars Year Ended 31.03.2017 Year Ended 31.03.2016
1. Gross Sales 12282.12 10500.95
2. Less Excise Duty 1007.45 1014.40
3. Net Sales 11274.67 9486.54
4. Misc. Income 135.12 139.81
5. Profit Before Tax (PBT) 216.88 158.35
6. Profit After Tax (PAT) 137.61 121.18
7. Amount Transferred to General Reserve 137.61 121.18
8. Closing Balance of General Reserve 559.18 421.57

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review the Companies Net Turnover has increase to Rs. 11274.67lacs as against Rs. 9486.54 lacs of previous year which is due to combined effort put bythe management employees and workers. Expenditure side of the company has also increase abit from Rs. 9468.00 lacs in previous year to Rs. 11192.91 during the current year.Resultantly the Company profit before tax and extraordinary items comes out to be Rs.216.88 lacs as against Rs. 158.35 lacs during last year which amount to total increase of36.96% as compared to last year Profit. Despite the challenges prevailing in the Indiantube industry the sector is poised to grow by having continuous focus on quality valueaddition and further the cost management has helped your company to achieve thisprofitable growth. Your Directors are committed to explore all avenues to increaseoperations and profitability of the Company. During the year Company has also startedmanufacturing of Solar Structures and getting good response of the same from the market.

EXPORT PERFORMANCE

Exports turnover has been increased to Rs. 5512.54 Lacs as compared to Rs. 5318.77 inthe previous year.

DIVIDEND

Due to expansion programme the management decided to conserve the surplus fundsaccrued to the Company during the financial year 2016-17. These funds will be utilizedtowards part-funding the proposed expansions projects. Hence Board of Directors decidednot to recommend the dividend to the shareholders.

DIRECTOR' S RESPONSIBILITY STATEMENT

The Directors confirm that:

a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;

b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofits of the Company for that period;

c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANAYSIS

A Management discussion and Analysis as required under SEBI (LODR) Regulations 2015 isannexed to this Annual report.

CORPORATE GOVERNANCE

Pursuant to Regulations of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on Corporate Governance along with reports onManagement Discussion & Analysis and Certificate from the Auditor regarding complianceof conditions of Corporate Governance are made part of this report.

INDUSTRIAL RELATIONS

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the company toimprove its position.

ENVIRONMENT HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemednecessary. Your company is having status of ISO 9001:2008 certification which isinternationally recognized for the production quality control etc. This certificationgives the company international recognition and helps in boosting the export turnover.

DIRECTORS

Mr. Mithan Lal Singla retires by rotation at the forthcoming AGM is eligible forre-appointment.

Mr. Madan Mohan Singla Managing Director of the Company Mr. Rakesh Garg Whole-TimeDirector of the Company Mr. Vijay Singla Whole-Time Director of the Company whose termof appointment was come to an end on 31st March 2017 being re-appointed on theBoard subject to approval of shareholders at the forthcoming AGM.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

Company does not have any company as its Subsidiary Associates or its Joint Ventures.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related PartyTransactions Policy The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and RelatedParties. There were no materially significant transactions with Related Parties during thefinancial year 2016-17 which were in conflict with the interest of the Company. Suitabledisclosures as required under AS-18 have been made in Note 16 of the Notes to thefinancial statements. Details of transactions with related parties are given in Form AOC -2 which is attached as Annexure-5.

EXTRACT OF ANNUAL RETRUN

The details forming part of the extract of the Annual Return in Form MGT-9 in Annexure-1as per the provisions of the Act and rules framed thereunder is annexed to thisReport.

NUMBER OF MEETINGS

Board Meeting:

Twelve Board Meetings were held during the year under review on 30/05/2016 09/06/201606/07/2016 13/08/2016 31/08/2016 10/09/2016 26/09/2016 02/11/2016 14/11/201613/12/2016 13/02/2017 16/03/2017.

Audit Committee Meeting:

The Audit Committee comprises of three Directors Mr. Raj Kumar Gupta & Ms PreetKamal Kaur Bhatia Independent Director and Mr. Vijay Singla Whole Time Director. All therecommendations made by the Audit Committee during the year were accepted by the Board.Four meeting of Audit Committee members were held in the year on 30/05/2016 13/08/201614/11/2016 13/02/2017.

Nomination & Remuneration Committee Meeting:

Committee comprises of three Director Mr. Raj Kumar Gupta & Ms Preet Kamal KaurBhatia are the Independent Director & Mr. Mithan Lal Singla Non-Executive Director.Four meeting of Nomination & Remuneration Committee were held on 27/05/201610/08/2016 10/11/2016 & 11/02/2017.

Stakeholders Relationship Committee Meeting:

Committee comprises of three Director Mr. Raj Kumar Gupta & Ms Preet Kamal KaurBhatia are the Independent Director & Mr. Mithan Lal Singla Non-Executive Director.Three meeting of Nomination & Remuneration Committee were held on 10/08/201610/11/2016 & 11/02/2017.

Independent Director Meeting:

As per the provisions of the act there is requirement to hold the meeting of theIndependent Director once in a year in which no other Director take participate. To complywith this regulation meeting of the Independent Director were held on 11/02/2017.

PARTICULARS OF EMPLOYEES

During the year no employee whether employed for the whole or part of the year wasdrawing remuneration exceeding the limits mentioned under Section 197 of the CompaniesAct 2013. Hence the information required under this Section read with the Companies(Particulars of Employees) Rules 1975 is not given. Disclosure pertaining to theremuneration and other details as required under Section 197(12) of the Act and the Rulesframed thereunder is enclosed as Annexure 3 to the Board's Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

During the year under review the Company has not given any loan guarantee andinvestment which is covered under Section 186 of the Companies Act 2013.

RISK MANAGEMENT POLICY

The Company is taking all the suitable steps to avoid the risks that arise in theCompany. There is no such threat to the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the companies Act 2013 regarding Corporate Social Responsibility is notapplicable to the Company whereas the Company is actively supporting various initiativeson its own for the betterment of the locals of the vicinity where the project of theCompany is situated at Gholumajra.

CHANGE IN SHARE CAPITAL

There has been no change in the Capital Structure of the Company during the year underreview.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanizedsteel pipes development of Infrastructural activities and all other activities revolvearound that and henceforth no product segment was made as per Accounting Standard 17.

DEPOSITS

The company has not accepted any deposits from public during the year under review.

SIGNIFICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOING CONCERNAND COMPANY'S OPERATIONS

To the best of our knowledge the Company has not received any such orders fromregulators courts or tribunals during the year which may impact the going concern statusof the Company or its operations in future.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy in line with the provisions of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (the Act) and theRules there under. The Policy aims to provide protection to women at the workplace andprevent and redress complaints of sexual harassment and for matters connected orincidental thereto with the objective of providing a safe working environment. TheCompany has also constituted an Internal Complaints Committee in accordance with the Actto inquire into complaints and take appropriate action. The Company has not received anycomplaint of sexual harassment during the year.

VIGIL MECHANISM

The Company has adopted Vigil Mechanism policy that provides a formal mechanism for allDirectors Employees and vendors of the Company to approach the Chairman of AuditCommittee and make protective disclosure about the unethical behavior actual or suspendedfraud or violation of the Code of Conduct of the Company. The vigil mechanism comprises ofwhistle blower policy for directors employees and vendors.

STATUTORY AUDITORS

Under Section 139 of the Indian Companies Act 2013 and the Rules made thereunder itis mandatory to rotate the Statutory Auditors on completion of the maximum term permittedunder the said section. The audit committee of the Company has proposed and the Board ofDirectors of the Company has recommended the appointment of M/s Suresh K Aggarwal &Co Chartered Accountants as the Statutory Auditors of the Company

The Auditor's Report for fiscal 2016 does not contain any qualification reservation oradverse remark. The Auditors' Report in enclosed with the Financial Statements in thisAnnual Report.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section148 of the Companies Act 2013 your Company carries out an audit of cost records everyyear. The Company has appointed M/s Balwinder & Associates Cost Accountants as CostAuditor of the Company for the financial year 2016-17. The Board has appointed M/sBalwinder & Associates Cost Accountants as Cost Auditor of the Company for Fiscal2017-18.

SECRETARIAL AUDIT

SV Associates Practicing Company Secretaries was appointed to conduct the SecretarialAudit of the Company for the fiscal 2017 as required under Section 204 of the CompaniesAct 2013 and Rules thereunder. The secretarial audit report for fiscal 2016 forms thepart of the Annual Report as Annexure-4 to the Board's Report.

The Secretarial Auditor in his report has made the following observations:

1. The Company has not complied with regulations 46 of the SEBI (LODR) Regulations andhas not published basic information on website of the Company. Further the explanationgiven by the Board on the observation given by the Secretarial Auditor are as under:

i. The Company is maintaing the website in time. Due to non-uploading of one or twopolices the qualification was marked by the Secretarial Auditor. The Company is takingkeen steps to upload these policies in time.

LISTING

The Shares of the company are listed at "Bombay Stock Exchange (BSE)" Mumbai.The listing fees to the stock exchanges has regularly been paid by the Company.

INSURANCE

The properties/assets of your Company are adequately insured.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all theassets of the Company are safeguarded and protected against any loss and that all thetransactions are properly authorized and recorded. Information provided to management isreliable and timely and statutory obligations are adhered to. Details of the same areprovided in the Management Discussion and Analysis Report. The Company has an establishedInternal Financial Control framework including internal controls over financial reportingoperating controls and anti-fraud framework. The framework is reviewed regularly by themanagement and tested by internal audit team and presented to the Audit Committee. Basedon the periodical testing the framework is strengthened from time to time to ensureadequacy and effectiveness of Internal Financial Controls.

RESEARCH & DEVELOPMENT CONVERSION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Particulars prescribed under the Disclosure of particulars in the Report of the Boardof Directors Rule 1988 are furnished in the Annexure-2 to this Report.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract motivate and retain qualifiedand expert individuals that the Company needs in order to achieve its strategic andoperational objectives whilst acknowledging the societal context around remuneration andrecognizing the interests of Company's stakeholders

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND DIRECTORS

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a meeting of the Independent Directors of theCompany was held on 11th day of February 2017 wherein the performance of thenon-independent directors including chairman was evaluated. The Board of Directorsexpresses their satisfaction with the evaluation process.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company's customers vendorsbankers employees shareholders and other business constituents for all time co-operationand support to the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTOR
Sd/- Sd/-
PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)
DATE : 12/08/2017 MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN: 00156668 DIN: 00156801
# 105 Sector 28-A # 105 Sector 28-A
Chandigarh Chandigarh

Annexure-2

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOA. CONSERVATION OF ENERGY 1. The steps taken or impact on conservation of energy

Optimum use of compressed air by controlling leakages and disciplined running of aircompressors.

Process of replacing CFL lights with LED lights continued.

Installation of automatic Diesel Dispensing units to control misuse.

2. The steps taken by the company for utilizing alternate sources of energy

The Company is exploring use of Solar Energy as an alternate source & planning forsetting up solar panel at its factory.

B. TECHNOLOGY ABSORPTION

The Company continues to adopt and use the latest technologies to improve theproductivity and quality of its services and products.

The expenditure incurred on Research and Development:

The Company has not carried out any research taken to increase exports development ofnew export markets for products for and services and export plans.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Transactions during year:

Exports Sales (FOB Value) USD 63.15
EURO 17.04
GBP 1.22

• Above figures are in lakhs

D. PARTICULARS OF AMOUNTS OF THE REMITTED DURING THE YEAR IN FOREIGN CURRENCY:

USD: 3220747.73 against HR Coils.

USD: 34300 against purchase of Machinery.

USD: 16000 advance against to supplier against Machinery.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-
PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)
DATE : 12/08/2017 MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN:00156668 DIN: 00156801
House No 105 Sector 28-A House No 105 Sector 28-A
Chandigarh Chandigarh

PARTICULARS OF EMPLOYEES

PARTICULARS OF EMPLOYEE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READWITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)RULES 2014:

Sr. No Director Details
1. The ration of the remuneration of each Director of the median remuneration of the employees of the Company for the Financial Year. Mr. Madan Mohan Singla 33.54%
Mr. Vijay Singla 33.54%
Mr. Rakesh Garg 33.54%
2. The percentage of increase in remuneration of each Director Chief Financial Officer Chief Executive or Manager if any in the Financial Year. Name As per payout As per terms
Nil Nil Nil
3. The percentage increase in the median remuneration; of employees in the financial year. .22%
4. The number of permanent employees on the rolls of Company. 96
5. The explanation on the relationship between average increase in remuneration and company performance; Companies Sales Turnover (Gross) is increased by 16.96% & Sales Turnover (Net) is increased by 18.85 whereas increase in Remuneration is .22%
6. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company; No increase in the remuneration of Key Managerial Personnel.
7. Variations in the market capitalization of the Company price earnings ratio as at the Closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed Companies and in case of unlisted Companies the variations in the Net Worth of the Company as at the close of the current financial year and previous financial year. Details 31.03.2017 31.03.2016
Share price 41.45 50.5
BSE EPS 1.38 1.21
Net Worth 155992247 142231219
8. Average percentile increase already made in the last financial year and its comparison with the percentile increase in the managerial remuneration and exceptional circumstances for increase in the managerial remuneration. There has been no increase in the Managerial Remuneration.
9. Comparison of each remuneration of the Key Managerial. The remuneration of Key Managerial Personnel are in line with the performance of Company agreed parameters for variables incentive and the industry standards.
10. The parameters of any variable components of remuneration availed by the Directors; All employee including the Managing Director's entitlement to incentive which is based on the individual's performance and Company's financial performance. Other components or remuneration are not variable during a particular year.
11. The ratio of the remuneration of the highest paid Director to that of the employees who are not directors but received remuneration in excess of the highest paid Director during the year; The Managing Director is the highest paid Director alongside the Whole Time Directors of the Company no Employee received remuneration higher than the Managing Director & Whole Time Director.
12. Affirmation that the remuneration is as per the remuneration policy of the Company. Remuneration paid during the year is as per the Remuneration policy of the Company.

NOTE:

No Employee in the company has been paid a salary of Rs. 850000/- per month or Rs.10200000/- on yearly basis.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- Sd/-
PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)
DATE : 12/08/2017 MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN:00156668 DIN: 00156801
House No 105 Sector 28-A House No 105 Sector 28-A
Chandigarh Chandigarh

Annexure to the Directors' Report

Annexure-5

FORM NO: AOC-2

(Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for disclosure or particulars of contracts/ arrangements entered into by theCompany with related parties referred to in sub section (1) of Section 188 of theCompanies Act 2013 entered at arm length transaction.

Name of Related Party Nature of Contract Nature of Relationship Duration of Contract Amount
(in Lacs)
Mr. Madan Mohan Singla Managerial Remuneration KMP April 1 2012- ongoing* 18
Mr. Vijay Singla Managerial Remuneration KMP April 1 2012- ongoing* 18
Mr. Rakesh Garg Managerial Remuneration KMP April 1 2012- ongoing* 18
Mr. Dhruv Singla Managerial Remuneration KMP May 30 2014 ongoing 7.8
M/s Chetan Related Company Sale Contract 30.05.2016 6.75
Industries Limited Purchase Contract 30.05.2016 460.49
M/s Jagan Industries Pvt Ltd Related Company Sale Contract 30.05.2016 292.72
Purchase Contract 30.05.2016 142.74

(*) Re-appointment of Mr. Madan Mohan Singla Mr. Vijay Singla & Mr. Rakesh Gargwas made from April 1 2017 and they are appointed for 3 year.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- Sd/-
PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)
DATE : 12/08/2017 MANAGING DIRECTOR WHOLE TIME DIRECTOR
DIN:00156668 DIN: 00156801
House No 105 Sector 28-A House No 105 Sector 28-A
Chandigarh Chandigarh