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Jalan Transolutions (India) Ltd.

BSE: 538428 Sector: Others
NSE: JALAN ISIN Code: INE349X01015
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Jalan Transolutions (India) Ltd. (JALAN) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present 17th Annual Report of theCompany (‘Jalan Transolutions (India) Limited') along with the Audited AnnualFinancial Statements and the Auditors' Report thereon for the financial year ended March31 2020. The financial highlights for the year under review are given below.

1. FINANCIAL HIGHLIGHTS

The financial performance during the Financial Year 2019-20 are summarized below:

(Rs. in Lakhs)

PARTICULARS FIGURES FOR 31.03.2020 FIGURES FOR 31.03.2019
Revenue from operations 1800.03 4588.04
Other Income 54.56 111.55
Expenses and other Provisions 3417.18 5207.86
Profit/(Loss) before exceptional and extraordinary items and tax (1562.59) (508.27)
Exceptional item -- --
Profit/(Loss) before tax (PBT) (1562.59) (508.27)
Provision for Tax- Current 0.00 0.00
Deferred Tax Liability (32.75) (68.66)
Profit/ (Loss)After Tax (PAT) (1529.84) (439.61)

2. DIVIDEND

Your Directors do not propose any dividend on the Equity Shares for the Financial Yearended March 31 2020.

3. EMERGENCE OF COVID-19

Towards the end of the financial year the World Health Organisation (WHO) declaredCovid-19 a pandemic and the outbreak which infected millions has resulted in deaths of asignificant number of people globally. Covid-19 is seen having an unprecedented impact onpeople and economies worldwide.

The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. The Ministry of Home Affairs Government ofIndia on March 24 2020 notified the first ever nationwide lockdown in India to containthe outbreak of Covid-19 pandemic.

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-upShare Capital of the Company. The Paid-up Share Capital of the Company is Rs. 14.53722Crore.

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 2020. 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 Scrip Code/Symbol
National Stock Exchange of India Limited Exchange PlazaC-1Block- G Bandra Kurla Complex Bandra(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 July 15 2020 approvedthe Audited Financial Statements for the FY 2019-20 which includes financial informationof the company and forms part of this report. The Audited Financial Statements of yourCompany for the FY 2019-20 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 underreview the Company did not grant any loan or provide any guarantee as per the provisionsof 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 HAVE

OCCURRED BETWEEN 31ST MARCH 2020 AND 01ST DECEMBER 2020 (DATEOF THE DIRECTOR'S REPORT)

Impact of COVID-19

Due to outbreak of COVID-19 globally and in India the Company has made an initialassessment of its likely adverse impact on business and its associated financial risks.The Company is in the business of Road Transportation/Logistics Services which is anessential service by taking a number of proactive steps and keeping in view the safety ofall its stakeholders the Company has ensured the availability of its LogisticsServices/Transportation Services and has continued to supply transportation during theperiod of covid-19.The Company believes that the impact due to the outbreak of COVID-19 islikely to be short-term in nature and does not anticipate any medium to long-term risks inthe Company's ability to continue as a going concern and meeting its liabilities as andwhen they 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) ofthe Companies Act 2013 and rule 12 of the Companies (Management and Administration)Rules 2014 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 Company and canbe accessed through the link www.jalantransolutions.com

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

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 2019-20 were at arm's length basis. The details of the related partytransactions are set out in Notes to the Financial Statements of the Company and in formAOC-2 pursuant to Section 134 of the Companies Act 2013 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 2019-20.

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

Independent Director's

Mr. Amit Aggarwal (DIN: 08399258) pursuant to his resignation ceased to be theIndependent Director of your Company on August 18 2020. The Board of Directors has placedon record his deep appreciation for the valuable services and guidance rendered by Mr.Amit Aggarwal during his tenure as an Independent Director of the Company.

Pursuant to the provisions of section 167 of the Companies Act 2013 (“theAct”) to be read with the Companies (Appointment and Qualification of Directors)Rules 2014 (“the Rules”) as amended from time to time and with the consent ofthe Board Ms. Deepika Dwivedi (DIN: 08099153) ceased to be the Independent Director ofyour Company with effect from September 21 2020 due to non attending of Board meetingsfor a continuous period of twelve months i.e. during the financial year 2019-20 withoutseeking leave of absence.

Director's Retiring by Rotation

Mrs. Pushpa Jalan (DIN: 00050259) will be retiring by rotation at the ensuing AnnualGeneral Meeting and being eligible o er herself 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 from01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows:

S. No. Types of Meeting Date of Meeting
1. Board Meeting 30.05.2019
2. Board Meeting 28.08.2019
3. Board Meeting 05.10.2019
4. Board Meeting 14.11.2019
5. Board Meeting 12.03.2020

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 2020 Audit Committeecomprised of 2 (Two) Non-Executive-Independent Directors and 1 (One) Executive Director.

Meetings during the Year

The members of Audit Committee duly met 4 (four) times during the financial year from01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows:-

S. No. Types of Meeting Date of Meeting
1. Audit Committee Meeting 30.05.2019
2. Audit Committee Meeting 28.08.2019
3. Audit Committee Meeting 14.11.2019
4. Audit Committee Meeting 26.02.2020

Composition of Audit Committee as on March 31 2020

Name of Directors Designation in Committee Nature of Directorship
Mr. Amit Aggarwal 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 e ectiveness 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 o ers and related matters.

9. Operate the vigil mechanism in the Company. Apart from above following are theterms of reference in accordance with the Listing Regulations:

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' reportthereon before submission to the board for approval with particular reference to:

Matters required forming part of in the Directors' Responsibility Statement formingpart of in the Board's report in terms of clause (c) of sub-section 3 of Section 134 ofthe Act;

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

Major accounting entries involving estimates based on the exercise of judgment bymanagement;

Significant adjustments made in the financial statements arising out of audit findings;

Compliance with listing and other legal requirements relating to financial statements;

Disclosure of any related party transactions;

Qualifications in the draft audit report;

Reviewing the adequacy of internal audit function if any including the structure ofthe internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of material nature and reporting the matter to the Board;

Discussion with statutory auditors before the audit commences about the nature andscope 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 the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

To review the functioning of the whistle blower mechanism; Approval of appointment ofCFO (i.e. Chief Financial Officer or any other person heading the finance function ordischarging that function) after assessing the qualifications experience and backgroundetc. of the candidate;

Carrying out any other function as is mentioned in the terms of reference of the AuditCommittee.

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 ofgrievances of shareholders including complaints related to transfer of shares non-receiptof annual report and other related issues etc. in order to provide timely and efficientservice to the stakeholders.

Meetings during the Year

The members of Stakeholders Relationship Committee duly met 4 (four) times during thefinancial year from 01.04.2019 to 31.03.2020. The dates on which the meetings were heldare as follows:-

S. No. Types of Meeting Date of Meeting
1. Stakeholders Relationship Committee Meeting 30.05.2019
2. Stakeholders Relationship Committee Meeting 28.08.2019
3. Stakeholders Relationship Committee Meeting 14.11.2019
4. Stakeholders Relationship Committee Meeting 26.02.2020

Composition of Stakeholders Relationship Committee as on March 31 2020

Name of Directors Designation in Committee Nature of Directorship
Ms. Jyoti Chauhan Chairman Non-Executive Independent Director
Ms. Deepika Dwivedi Member Non-Executive Independent Director
Mr. Rajesh 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 2020 Nomination & Remuneration Committee comprised of 2 (Two)Non-Executive-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 01.04.2019 to 31.03.2020. The dates on which the meetings were heldare as follows:-

S. No. Types of Meeting Date of Meeting
1. Nomination and Remuneration Committee Meeting 30.05.2019
2. Nomination and Remuneration Committee Meeting 28.08.2019
3. Nomination and Remuneration Committee Meeting 14.11.2019
4. Nomination and Remuneration Committee Meeting 26.02.2020

Composition of Nomination and Remuneration Committee as on March 31 2020

Name of Directors Designation in Committee Nature of Directorship
Mr. Amit Aggarwal Chairman Non-Executive Independent Director
Ms. Jyoti Chauhan Member Non-Executive Independent Director
Mrs. Pushpa 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. As on March 31 2020 CorporateSocial Responsibility Committee comprised of 2 (Two) Executive Directors and 1 (One)Non-Independent Director.

Meetings during the Year

The members of Corporate Social Responsibility Committee duly met 2 (Two) times duringthe financial year from 01.04.2019 to 31.03.2020. The date on which the meeting was heldis as follow:-

S. No. Types Of Meeting Date Of Meeting
1. Corporate Social Responsibility Committee Meeting 28.08.2019
2. Corporate Social Responsibility Committee Meeting 26.02.2020

Composition of Corporate Social Responsibility Committee as on March 31 2020

Name of Directors Designation in Committee Nature of Directorship
Mr. Manish Jalan Chairman Chief Financial Officer & Executive Director
Mr. Rajesh Jalan Member Managing 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 February 26 2020 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 e ectively 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 - Iin 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/re-appointment 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 ofDirectors. A member of the Board will not participate in the discussion of his / herevaluation.

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 Gyan Roshan & Associates Chartered Accountants FRN: 027116N StatutoryAuditors of the Company was appointed in the meeting of Board of Directors held on August28 2019 to fill the casual vacancy created in the office of Statutory Auditors due to theresignation of M/s Kapil Dev & Associates Chartered Accountants from the post ofStatutory Auditors of the company.

Further the shareholders of the company have approved the appointment of M/s GyanRoshan & Associates Chartered Accountants FRN: 027116N as Statutory Auditors of thecompany in 16thAnnual General Meeting of the Company to hold the office till theconclusion of the 21stAnnual General Meeting of the Company.

AUDITORS' REPORT

The Report of Auditors of the Company M/s Gyan Roshan & Associates CharteredAccountants on the Audited Financial Statement of the Company for the year ended 31stMarch 2020 forms part of this report. There were no adverse remarks or qualification onaccounts of the Company from the Statutory Auditors.

The notes on Financial Statements referred to in the Auditors' Report are self-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 o ence 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.

There were no adverse remarks or qualification on accounts of the Company from theInternal Auditors.

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 2019-20 to 2023-24.

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 appointedM/s AMJ & Associates Company Secretaries (Membership No. 5832 and C.P. No. 5629) forconducting Secretarial Audit of the Company for the Financial Year 2019-20.

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 2020 issued bySecretarial Auditor contains the following observations:

- The Company has appointed the Internal Auditor during the year on 14.11.2019 as perthe requirement of the provisions of the section 138 of Companies Act 2013 read with Rule13 of the Companies (Accounts) Rules 2014. However no Internal Audit Report was issued bythe Internal Auditor during the year 2019-2020.

Due to Covid-19 the company has not received the Internal Audit Report.

- The Company is registered under Carriage by Road Act 2007 and Carriage by RoadRules 2011. As per the provisions of Section 3(7)(c) Company is required to file suchinformation or return as prescribed within one hundred and twenty days after thethirty-first day of March every year but the Company has not filed any information or therequired return annually.

The Company is in process to comply with the provisions of Carriage by Road Act 2007and Carriage by Road Rules 2011.

- The Company has issued Share Capital during the year 2017-18 but no proof of paymentof stamp duty as required under the provisions of the Indian Stamp Act 1899 has beenprovided. The Company is under process for payment of Stamp duty the said delay is causeddue to Covid-19.

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 THE BOARD OF THE COMPANY HAVE BEEN DEBARRED OR DISQUALIFIED FROM BEING APPOINTED ORCONTINUING AS DIRECTORS OF COMPANIES BY THE BOARD/MINISTRY OF CORPORATE A AIRS OR ANY SUCHSTATUTORY AUTHORITY

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 Managing Director and the Chief Financial Officer of the Company give annualcertification on financial reporting and internal controls to the Board in terms ofRegulation 17(8) of the Listing Regulations copy of which is attached to this Report. TheManaging Director and the Chief Financial Officer also give half yearly certification onfinancial results while placing the financial results before the Board in terms ofRegulation 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 2018-19.

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 e ect 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 thereunder. 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 year2018-19.The Code of Conduct is applicable to all the directors and such identifiedemployees of the Company as well as who are expected to have access to unpublished pricesensitive information related to the company. The Code lays down guidelines which advisesthem on procedures to be followed and disclosures to be made while dealing with shares ofJalan Transolutions (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.The Policy not only covers the various aspects on preservation of the Documents but alsothe safe 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 2019-20 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 the co-operation 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: 01.12.2020 Rajesh Jalan Manish Jalan
Place: Delhi (Managing Director) (Director)
DIN: 00050253 DIN: 00043040

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