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Jalan Transolutions (India) Ltd.

BSE: 538428 Sector: Others
NSE: JALAN ISIN Code: INE349X01015
BSE 05:30 | 01 Jan Jalan Transolutions (India) Ltd
NSE 05:30 | 01 Jan Jalan Transolutions (India) Ltd

Jalan Transolutions (India) Ltd. (JALAN) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present 18th Annual Report ofthe Company (‘Jalan Transolutions (India) Limited') along with the AuditedAnnual Financial Statements and the Auditors' Report thereon for the financial year endedMarch 31 2021. The financial highlights for the year under review are given below.

1. FINANCIAL HIGHLIGHTS

The financial performance during the Financial Year 2020-2021 are summarized below:

(Rs. in Lakhs)

PARTICULARS FIGURES FOR 31.03.2021 FIGURES FOR 31.03.2020
Revenue from operations 1621.80 1800.03
Other Income 57.58 54.56
Expenses and other Provisions 3050.24 3417.18
Profit/(Loss) before exceptional and extraordinary items and tax (1370.86) (1562.59)
Exceptional item --
Profit/(Loss) before tax (PBT) (1370.86) (1562.59)
Provision for Tax- Current 0.00 0.00
Deferred Tax Liability (9.72) (32.75)
Profit/ (Loss)After Tax (PAT) (1361.14) (1529.84)

2. DIVIDEND

Your Directors do not propose any dividend on the Equity Shares for the Financial Yearended March 31 2021.

3. EMERGENCE OF COVID-19

Due to Covid-19 pandemic and outbreak globally a significant number of people affected.Covid-19 is seen having an unprecedented impact on people and economies worldwide.

COVID 19 had been affecting even the well capitalized Companies. However the Company istaking all necessary measures in terms of mitigating the impact of the challenges beingfaced in the business. The Company is working towards being resilient in order to sailthrough the current situation The Company have managed to have a better position withregard to liquidity and business outlook by working capital improvements.

The Company operates its business in conformity with the highest ethical and moralstandards and employee centricity. In view of the outbreak of the pandemic the Companyundertook timely and essential measures to ensure the safety and well-being of itsemployees at all its plant locations various branch offices and the head office. Theoffice based employees were allowed to work from home by providing adequate digital andother assistance. The Company observed all the government advisories and guidelinesthoroughly and in good faith.

4. AUTHORIZED SHARE CAPITAL

During the year under review there has been no change in the Authorized Share Capitalof the Company. The Authorized Share Capital of the Company is Rs. 15 Crore.

5. SHARE CAPITAL

During the year under review there has been no change in the Paid-up Share Capital ofthe Company. The Paid-up Share Capital of the Company is Rs. 14.53722 Crore.

6. CHANGE IN NATURE OF BUSINESS IF ANY

During the year under review there has been no change in the nature of business of theCompany.

7. DEPOSITORY SYSTEM

All the 14537220 equity shares of the Company are in dematerialized form as on March31 2021. No share of the Company is held in physical mode.

8. LISTING

The Company's securities are listed on the following stock exchange since May 30 2017:

Name of Stock Exchange Address ScripCode/Symbol
National Stock Exchange of India Limited Exchange PlazaC- 1Block-G BandraKurlaComplexB andra(E)Mumbai Maharashtra-400051 JALAN

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No unclaimed amount is pending to transfer in investor education fund.

10. SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

During the year under review your Company does not have any subsidiaries or jointventures or associate companies as defined under Companies Act 2013 therefore no suchinformation is required to be furnished.

11. AUDITED FINANCIAL STATEMENTS OF THE COMPANY

The Board of Directors of your Company at its meeting held on June 30 2021 approvedthe Audited Financial Statements for the FY 2020-2021 which includes financial informationof the company and forms part of this report. The Audited Financial Statements of yourCompany for the FY 2020-2021 have been prepared in compliance with applicable IndianAccounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.

12. PUBLIC DEPOSITS

During the year under review your Company has neither invited nor accepted any fixeddeposits from the public within the meaning of Section 73 of the Act read with theCompanies (Acceptance of Deposits) Rules 2014.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to the Financial Statements.

During the year under review the Company did not grant any loan or provide anyguarantee as per the provisions of section 186 of the Companies Act 2013.

14. BUSINESS RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act 2013 the Company has implemented anintegrated risk management approach through which it reviews and assesses significantrisks controls and mitigation in place. At present the Company has not identified anyelement of risk which may threaten the existence of the Company.

15. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVEOCCURRED BETWEEN 31st MARCH 2020 AND 01STDECEMBER 2020 (DATE OFTHE DIRECTOR'S REPORT)

Impact of COVID-19

By end of the year due to Covid-19 the company had affected by sad demise of ManagingDirector Mr. Rajesh Jalan and other executive Director Mrs. Pushpa Jalan. Due to outbreakof COVID-19 globally and in India the Company has made an initial assessment of itslikely adverse impact on business and its associated financial risks. The Company is inthe business of Road Transportation/Logistics Services which is an essential service bytaking a number of proactive steps and keeping in view the safety of all its stakeholdersthe Company has ensured the availability of its Logistics Services/Transportation Servicesand has continued to supply transportation during the period of covid-19.

Considering the market financial uncertainty generated due to Covid 9 pandemic throughthe Country the Company believes that the impact due to the outbreak of COVID-19 is likelyto be short-term in nature and does not anticipate any medium to long-term risks in theCompany's ability to continue as a going concern and meeting its liabilities as and whenthey fall due. Impact assessment of COVID-19 is a continuing process considering theuncertainty involved thereon. The company will continue to closely monitor any materialchanges to the future economic conditions.

16. EXTRACT OF ANNUAL RETURN

The Annual Return in Form MGT-9 as required to be prepared in terms of Section 92(3)oftheCompaniesAct2013 and rule 12 of the Companies (Management and Administration) Rules2014 an extract of annual return in Form MGT-9 as a part of this Annual Report isannexed as Annexure-I and the same is being uploaded on the website of the Companyand can be accessed through the link www.jalantransolutions.com

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of the Companies (Accounts) Rules 2014 with respect to Conservation of EnergyTechnology absorption and Foreign Exchange Earnings Outgo forms an integral part of thisBoard's report and is annexed as Annexure-II.

18. RELATED PARTY TRANSACTION

All contracts/arrangements/transactions entered by the Company with related partiesduring the FY 2020-2021 were at arm's length basis.

The details of the related party transactions are set out in Notes to the FinancialStatements of the Company and in form AOC-2 pursuant to Section 134 of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is set out in Annexure-III.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of the Companies Act 2013 a Corporate Social Responsibility (CSR)committee has been formed by the company. The areas for CSR activities are of SkillDevelopment and Vocation based education Livelihood enhancement Waste Management andSanitation Environmental sustainability Women and Youth empowerment Disaster ReliefNational Missions projects which are specified in Schedule VII of the Companies Act 2013.

During the year under review the Company does not fulfill the criteria of net worthturnover and profit for Corporate Social Responsibility (CSR) and pursuant to Section 135of the Companies Act 2013 and as per Rule 3(2) of the Corporate Social ResponsibilityRules 2014 provides that:

Every company which ceases to be a company covered under subsection (1) of section 135of the Act for three consecutive financial years shall not be required to comply with theprovisions contained in sub-section (2) to (5) of the said section till such time itmeets the criteria specified in sub-section (1) of section 135 hence the Company has notcreated any provision for CSR Expenses for FY 2020-2021.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED / RETIRED DURING THEYEAR.

 

Independent Director's

Mr. Sanjay Sharma (DIN: 08060185) had appointed as Independent Director of the Companyw.e.f 29th December 2020 Pursuant to the provisions of Sections 149152 readwith Schedule IV and any other applicable provisions if any of the Companies Act 2013and the Companies (Appointment and Qualification of Directors) Rules 2014 and theapplicable provisions of the Listing Regulations (including any statutory modification(s)or re-enactment thereof for the time being in force)

Ms. Jyoti Chauhan (DIN: 08398806) pursuant to her resignation ceased to be theIndependent Director of your Company on July 28 2021. The Board of Directors has Placedon record her deep appreciation for the valuable services and guidance rendered by Ms.Jyoti Chauhan during her tenure as an Independent Director of the Company

Director's Retiring by Rotation

Mr. Manish Jalan (DIN:00043040) will be retiring by rotation at the ensuing AnnualGeneral Meeting and being eligible offer himself for re-appointment.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee recommends the re-appointment of aforesaid Director to the Members of theCompany at the ensuing Annual General Meeting.

21. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and rules made thereunder and Regulation 16(1) (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

22. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business policyand strategy apart from other Board business. The Board / Committee Meetings areprescheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.

The Board of Directors duly met 5 (Five) times during the financial year from01.04.2020 to 31.03.2021. The dates on which the meetings were held are as follows:

Types of Meeting Date of Meeting
1. Board Meeting 15.07.2020
2. Board Meeting 18.08.2020
3. Board Meeting 21.09.2020
4. Board Meeting 12.11.2020
5. Board Meeting 01.12.2020
6. Board Meeting 09.02.2021
7. Board Meeting 10.03.2021

23. COMMITTEES OF THE BOARD

The Board has constituted various Committees in accordance with the Act and the ListingRegulations. The Company currently has 4 (four) Committees of the Board namely AuditCommittee Stakeholders Relationship Committee Nomination and Remuneration Committee andCorporate Social Responsibility Committee.

A.AUDIT COMMITTEE MEETINGS

Your Company has a duly constituted Audit Committee and its composition is in line withthe requirements of the Act and Listing Regulations. As on March 31 2021 Audit Committeecomprised of 2 (Two) Non-Executive-Independent Directors and 1 (One) Executive Director.

MeetingsduringtheYear

The members of Audit Committee duly met 4 (four) times during the financial year from01.04.2020 to 31.03.2021. The dates on which the meetings were held are as follows:-

Types of Meeting Date of Meeting
1. Audit Committee Meeting 30.06.2020
2. Audit Committee Meeting 12.11.2020
3. Audit Committee Meeting 01.12.2020
4. Audit Committee Meeting 10.03.2021

Composition of Audit Committee as on March 312021

Name of Directors Designation in Committee Nature of Directorship
Mr. Sanjay Sharma Chairman Non-Executive Independent Director
Ms Jyoti Chauhan Member Non-Executive Independent Director
Mr. Manish Jalan Member Chief Financial Officer & Executive Director

Terms of Reference

The powers role and terms of reference of the Audit Committee covers the areas ascontemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act asapplicable along with other terms as referred by the Board.

1. Recommendation for appointment remuneration and terms of appointment of auditors ofthe Company;

2. Review and monitor the auditors' independence and performance and effectiveness ofaudit process;

3. Examination of the financial statements and the auditors' report thereon;

4. Approval or any subsequent modification of transactions of the Company with relatedparties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the Company wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters.

9. Operate the vigil mechanism in the Company.

Apart from above following are the terms of reference in accordance with the ListingRegulations:

• Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;

• Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

• Reviewing with the management the annual financial statements and auditors'report thereon before submission to the board for approval with particular reference to:

• Matters required forming part of in the Directors' Responsibility Statementforming part of in the Board's report in terms of clause (c) of sub-section 3 ofSection134 of the Act;

• Changes if any in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgmentby management;

• Significant adjustments made in the financial statements arising out of auditfindings;

• Compliance with listing and other legal requirements relating to financialstatements;

• Disclosure of any related party transactions;

• Qualifications in the draft audit report;

• Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow upthere on;

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of material nature and reporting the matter to the Board;

• Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

• To review the functioning of the whistle blower mechanism; Approval ofappointment of CFO (i.e. Chief Financial Officer or any other person heading the financefunction or discharging that function) after assessing the qualifications experience andbackground etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

B. STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

Your Company has duly constituted Stakeholders Relationship Committee pursuant to therequirements of Section 178 of the Act read with rules notified thereunder and Regulation20 of the Listing Regulations.

The Committee addresses issues relating to the Redressal of grievances of shareholdersincluding complaints related to transfer of shares non-receipt of annual report and otherrelated issues etc. in order to provide timely and efficient service to the stakeholders.

Meetings during theYear

The members of Stakeholders Relationship Committee duly met 4 (four) times during thefinancial year from 01.04.2020 to 31.03.2021. The dates on which the meetings were heldare as follows:-

Types of Meeting Date of Meeting
1. Stakeholders Relationship Committee Meeting 30.06.2020
2. Stakeholders Relationship Committee Meeting 12.11.2020
3. Stakeholders Relationship Committee Meeting 01.12.2020
4. Stakeholders Relationship Committee Meeting 10.03.2021

Composition of Stakeholders Relationship Committee as on March 312021

Name of Directors Designation in Committee Nature of Directorship
Mr. Sanjay Sharma Chairman Non-Executive Independent Director
Ms Jyoti Chauhan Member Non-Executive Independent Director
Mr. Manish Jalan Member Managing Director

Terms of Reference

The terms of reference of the Stakeholders Relationship Committee inter-alia includethe following:

1. Approve transfers transmissions issue of duplicate certificates transpositions;change of names etc. and to do all such acts deeds matters and things as connectedtherein;

2. Monitor and review any investor complaints received by the Company or through SEBISCORES and ensure its timely and speedy resolution in consultation with the CompanySecretary Compliance officer and Registrar and Share Transfer Agent of the Company;

3. Monitor implementation and compliance with the Company's Code of Conduct forProhibition of Insider Trading;

4. Carry out any other function as is referred by the Board from time to time and / orenforced by any statutory notification/amendment or modification as may be applicable;

5. Perform such other functions as may be necessary or appropriate for the performanceof its duties.

C. NOMINATION AND REMUNERATION COMMITTEE MEETINGS

Your Company has a duly constituted Nomination & Remuneration Committee and itscomposition is in line with the requirements of the Act and Listing Regulations. As onMarch 31 2021 Nomination & Remuneration Committee comprised of 2 (Two)NonExecutive-Independent Directors and 1 (One) Non-Executive Non-Independent Director.

Meetings during the Year

The members of Nomination and Remuneration Committee duly met 4 (Four) times during thefinancial year from 01.04.2020 to 31.03.2021. The dates on which the meetings were heldare as follows:-

Types of Meeting Date of Meeting
1. Nomination and Remuneration Committee Meeting 30.06.2020
2. Nomination and Remuneration Committee Meeting 12.11.2020
3. Nomination and Remuneration Committee Meeting 01.12.2020
4. Nomination and Remuneration Committee Meeting 10.03.2021

Composition of Nomination and Remuneration Committee as on March 312021

Name of Directors Designation in Committee Nature of Directorship
Mr. Sanjay Sharma Chairman Non-Executive Independent Director
Ms Jyoti Chauhan Member Non-Executive Independent Director
Mr. Manish Jalan Member Non-Executive Non-Independent Director

Terms of Reference

The terms of reference of the Nomination and Remuneration Committee inter-alia includethe following:

1. To formulate and recommend to the Board of Directors the Company's policiesrelating to the remuneration for the Directors key managerial personnel and otheremployees criteria for determining qualifications positive attributes and independenceof a director;

2. To formulate criteria for evaluation of Independent Directors and the Board;

3. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal;

4. To carry out evaluation of every director's performance;

5. To devise a policy on Board diversity;

6. Deciding whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent Directors.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETINGS

Your Company has a duly constituted Corporate Social Responsibility Committee and itscomposition is in line with the requirements of the Act.

Meetings during the Year

The members of Corporate Social Responsibility Committee duly met on 12.11.2020 duringthe financial year from 01.04.2020 to 31.03.2021. The date on which the meeting was heldis as follow:-

Types Of Meeting Date Of Meeting
1. Corporate Social Responsibility Committee Meeting 12.11.2020

Composition of Corporate Social Responsibility Committee as on March 312021

Name of Directors Designation in Committee Nature of Directorship
Mr. Manish Jalan Chairman Chief Financial Officer & Executive Director
Mr. Sanjay Sharma Member Non-Executive Independent Director
Ms. Jyoti Chauhan Member Non-Executive Independent Director

Terms of Reference

The terms of reference of the Corporate Social Responsibility Committee inter-aliainclude the following:

1. Formulate and recommend to the Board a Corporate Social Responsibility Policy whichshall indicate the activities to be undertaken by the company (in areas or subjectspecified in Schedule VII);

2. Recommend the amount of expenditure to be incurred on the activities referred to inclause (a); and

3. Monitor the Corporate Social Responsibility Policy of the company from time to time.

24. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under the Act and Regulation 25 ofListing Regulations a separate meeting of the Independent Directors of the Company washeld on March 10 2021 to;

(i) Review the performance of non-independent Directors and the Board as a whole;

(ii) Review the performance of the Chairperson of the company taking into account theviews of executive Directors and Non-executive Directors;

(iii) Assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

25. PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) & 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure-IV.

26. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) of the Companies Act 2013. Further informationabout elements of remuneration package of individual Directors is provided in the extractof Annual Return as provided under Section 92(3) of the Act is enclosed as Annexure -I in the prescribed Form MGT-9 and forms part of this report.

27. FAMILARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a familiarization programmefor the Independent Directors to familiarize them with their roles rights andresponsibility as Directors the working of the Company nature of the industry in whichthe Company operates business model etc. The details of the Familiarization programme forIndependent Directors are available on the website of the Company atwww.jalantransolutions.com All the Independent Directors of the Company are made aware oftheir roles responsibilities & liabilities at the time of their appointment/reappointment through a formal letter of appointment which also stipulates variousterms and conditions of their engagement.

28. TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTOR

The Board of Directors has approved the terms and conditions for appointment ofIndependent Directors in the Company. The Terms and Conditions are available on thewebsite of the company at www.jalantransolutions.com

29. ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:

a. Attendance of Board Meetings and Board Committee Meetings.

b. Quality of contribution to Board deliberations.

c. Strategic perspectives or inputs regarding future growth of Company and itsperformance.

d. Providing perspectives and feedback going beyond information provided by themanagement.

e. Commitment to shareholder and other stakeholder interests. The evaluation involvesSelf-Evaluation by the Board Member and subsequently assessment by the Board of Directors.A member of the Board will not participate in the discussion of his / her evaluation.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

To the best of management knowledge no significant and material orders were passed byregulators or courts or tribunals which could impact the going concern status andCompany's operation in future.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Vigil Mechanism andWhistle-Blower Policy is prepared and adopted by Board of Directors of the Company.

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraudand mismanagement if any. The Vigil Mechanism/Whistle Blower Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern.

32. AUDITORS STATUTORY AUDITORS

M/s Deepak Anay Gupta & Co. Chartered Accountants FRN: 035605N StatutoryAuditors of the Company was appointed for the financial year 2020-2021 in the meeting ofBoard of Directors held on May 15 2021to fill the casual vacancy created in the office ofStatutory Auditors due to the resignation of M/s Gyan Roshan & AssociatesChartered Accountants (FRN 027116N) Chartered Accountants from the post ofStatutory Auditors of the company.

Further pursuant to provisions of Section 139 142 and other applicable provisions ifany of the Companies Act 2013 and the rules made there under the board of directorsrecommended the appointment of M/s Deepak Anay Gupta & Co. Chartered AccountantsFRN: 035605N as Statutory Auditors of the company in the ensuing Annual GeneralMeeting of the Company to hold office for a term of Five consecutive Financial years(2021-2022 to 2026-2027).

AUDITORS' REPORT

The Report of Auditors of the Company M/s Deepak Anay Gupta & Co. CharteredAccountants FRN: 035605N on the Audited Financial Statement of the Company for theyear ended 31st March 2021forms part of this report.

The notes and remarks on Financial Statements referred to in the Auditors' Report areself- explanatory and need no further comments.

Report on Frauds U/S 143 (12) Of The Act

The Auditors during the performance of their duties have not identified any offence offraud committed by the Company or its officers or employees. Therefore no frauds havebeen reported to the Central Government under Section 143 (12) of the Act.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)Rules 2014 during the year under review the Internal Audit of the functions andactivities of the Company was undertaken by the Internal Auditors of the Company M/s JainKumawat & Co. Chartered Accountants (FRN 020438C) and their report will be reviewedby the audit committee from time to time.

The notes and remarks on Financial Statements referred to in the Auditors' Report areself- explanatory and need no further comments.

The Board of Directors of the Company in their meeting held on November 14 2019 hasappointed M/s Jain Kumawat & Co. Chartered Accountants to conduct the Internal Auditas per Rule 13 of the Companies (Accounts) Rules 2014 prescribed under Section 138 of theAct for the financial years 2019-2020 to 2023-2024.

SECREATRIAL AUDITORS

Pursuant to the provisions of Section 204 of Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointed M/sAMJ & Associates Company Secretaries (Membership No. 5832 and C.P. No. 5629) forconducting Secretarial Audit of the Company for the Financial Year 20202021.

The Secretarial Audit Report forms part of this Report and it is annexed as Annexure-V.

The Secretarial Audit Report for the Financial Year ended on March 31 2021 issued bySecretarial Auditor contains the following observations:

The notes and remarks on Financial Statements referred to in the Auditors' Report areself- explanatory and need no further comments.

33. ANNUAL SECRETARIAL COMPLIANCE REPORT

As the Company is listed on NSE EMERGE (SME) platform and as per the Regulation 15(2)of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the compliancewith the provision as specified in regulations 17 17A 18 19 20 21 22 23 24 24A25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D andE of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 shall not apply on listed entity which has listed its specified securities on the SMEExchange.

Hence being an entity listed on SME Exchange compliances under Regulation 24A of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 are not applicable tothe company.

34. CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE THAT NONE OF THE DIRECTORS ON THEBOARD OF THE COMPANY HAVE BEEN DEBARRED OR DISQUALIFIED FROM BEING APPOINTED OR CONTINUINGAS DIRECTORS OF COMPANIES BY THE BOARD/MINISTRY OF CORPORATE AFFAIRS OR ANY SUCH STATUTORYAUTHORITY

As the Company is listed on NSE EMERGE (SME) platform and as per the Regulation 15(2)of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the compliancewith the provision as specified in regulations 17 17A 18 19 20 21 22 23 24 24A25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C D andE of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 shall not apply on listed entity which has listed its specified securities on the SMEExchange.

Hence being an entity listed on SME Exchange compliances under Regulation 34 ScheduleV Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 i.e. Certificate from Practising Company Secretary confirming that noneof the Directors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as directors of companies by the Securities and Exchange Board ofIndia Ministry of Corporate Affairs or any such other Statutory Authority is notapplicable to the company.

35. COMPLIANCE CERTIFICATE BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

The Chief Financial Officer of the Company give annual certification on financialreporting and internal controls to the Board in terms of Regulation 17(8) of the ListingRegulations copy of which is attached to this Report. Chief Financial Officer also givehalf yearly certification on financial results while placing the financial results beforethe Board in terms of Regulation 33(2) of the Listing Regulations.

36. CERTIFICATE FOR TRANSFER OF SHARES AND RECONCILIATION OF SHARE CAPITAL

Pursuant to Regulation 40(9) of Listing Regulations certificates on half-yearly basishave been issued by a Company Secretary-in-Practice with respect to due compliance ofshare transfer formalities by the Company.

37. RECONCILIATION OF SHARE CAPITAL AUDIT

This audit is carried out every quarter and report thereon is submitted to the stockExchange as well as placed before the Board of Directors. The Audit Report confirms thatthe total issued is in agreement with the Paid up Capital of the Company.

38. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains appropriate systems of internal controls including monitoringprocedures to ensure that all assets and investments are safeguard against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions are authorizedrecorded and reported correctly. M/s Jain Kumawat & Co. Chartered AccountantsInternal Auditors of the Company submit their report periodically which is placed beforethe Board and reviewed by the Audit Committee.

39. COST AUDITORS

Provision of Cost Audit is not applicable on your Company. Accordingly your Company isnot required to conduct the cost audit for the financial year 2020-2021.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed Management Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of Listing Regulations is presented in a separate sectionforming part of this Report as Annexure-VI.

41. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from 1st October 2017. The Company is in compliance with the revisedsecretarial standards.

42. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company's Policy on Prevention of Sexual harassment at workplace is in line withthe requirements of the Sexual harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013 (Prevention of Sexual harassment of Women at Workplace Act) andrules framed there under. The Company has zero tolerance towards sexual harassment at theworkplace. Internal Complaints committees have also been set up to redress complaintsreceived regarding sexual harassment. The Company is committed to providing a safe andConducive work environment to all of its employees and associates.

During the year under review Company has not received complaints of sexual harassmentfrom any employee of the Company. The policy on prevention of sexual harassment at theworkplace as approved by the Board is uploaded on the Company's website of the Company atwww.jalantransolutions.com

43. CODE OF CONDUCT

According to Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Code of Conduct of the Company has been approved bythe Board of Directors. All Board members and senior management personnel have affirmedthe compliance with the code.

During the year under review no Board members and senior management personnel hasviolated the provision of Code of Conduct.

44. PREVENTION OF INSIDER TRADING

As required under the provisions of SEBI (PIT) Regulations 2015 the Board ofDirectors has adopted a code of conduct for prevention of Insider Trading during the year2020-

21.The Code of Conduct is applicable to all the directors and such identified employeesof the Company as well as who are expected to have access to unpublished price sensitiveinformation related to the company. The Code lays down guidelines which advises them onprocedures to be followed and disclosures to be made while dealing with shares of JalanTransolutions (India) Limited and cautions them on consequences of violations.

45. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the requirements under Regulation 9 of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hasformulated and approved a Document Retention Policy prescribing the manner of retainingthe Company's documents and the time period up to certain documents are to be retained.ThePolicy not only covers the various aspects on preservation of the Documents but also thesafe disposal/destruction of the Documents.

During the year under review the Company has complied with the provision of Policy forpreservation of documents

46. INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

47. SUSTAINABILITY INITIATIVE

Your company is conscious of its responsibility towards preservation of Naturalresources and continuously takes initiative to reduce consumption of electricity andwater.

48. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act 2013the Directors confirm that:-

a) In the preparation of the annual accounts for the financial year 2020-2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the financial year;

c) The Directors had taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

49. APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors would place on record their sincere appreciation to customers businessassociates government agencies & shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to thecooperation commitments & contribution extended by all the employees of the JalanFamily & look forward to enjoying their continued support & co- operation.

For and on behalf of the Board M/s JALAN TRANSOLUTIONS (INDIA) LIMITED

Sd/- Sd/-
Date: 31.08.2021 Meena Jalan Manish Jalan
Place: Delhi (Director) (Director)
DIN:00050277 DIN:00043040

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