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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

To

The Members

JALAN TRANSOLUTIONS (INDIA) LIMITED

The Directors of your Company are pleased to present their 15th AnnualReport on the business and operations of the Company along with the Audited AnnualFinancial Statements and the Auditors' Report thereon for the financial year ended 31stMarch 2018. The financial highlights for the year under review are given below:

1. FINANCIAL HIGHLIGHTS:

(Figure in Lacs)

PARTICULARS FIGURES FOR 31.03.2018 FIGURES FOR 31.03.2017
Revenue from operations 13815.73 12942.68
Other Income 102.80 152.28
Expenses 12920.05 12290.33
Profit/(Loss) before exceptional and extraordinary items and tax 998.47 804.63
Exceptional item -- --
Profit/(Loss) before tax (PBT) 998.47 804.63
Provision for Tax- Current 421.87 236.39
Deferred Tax Liability (29.46) 62.25
Profit/ (Loss)After Tax (PAT) 606.06 505.99
Surplus brought forward from last year 785.09 635.37
Bonus Issue 0 356.27
Initial Public Offer 3849000 equity shares of face of Rs. 10/- each at a share premium of Rs. 36/- per share
Share Premium (3849000@36) 1385.64 0
Balance Carried Forward 2776.79 785.09

PERFORMANCE

During the Financial year ended March 31 2018 your Company earned total Income ofRs.13 815.73 Lacs as compared to Rs.12942.68 Lacs in previous financial year and made aprofit before tax of Rs. 998.47 Lacs compared to profit of Rs. 804.63 Lacs in previousfinancial year and profit after tax of Rs. 606.06 Lacs as compared to profit of Rs.505.99Lacs in previous financial year.

DIVIDEND

Your Directors deem it proper to preserve the resources of the Company for its futureactivities and therefore do not propose any dividend on the Equity Shares for theFinancial Year ended March 31 2018.

RESERVE

The balance in reserve and surplus during the financial year 2017-18 is Rs.2776.79Lacs whereas in previous year the balance was Rs. 785.09 Lacs.

AUTHORIZED SHARE CAPITAL

There is no change in the Authorized Share Capital of the Company during the financialyear 01.04.2017 to 31.03.2018.

SHARE CAPITAL

At the beginning of the year i.e. 1st April 2017 the paid-up equity sharecapital of the company was Rs. 1 068.82 Lacs consisting of 10688220 equity shares offace value of Rs. 10/- each and during the year the company issued through public issue of3849000 equity shares of face value of Rs. 10/- each fully paid up for cash at a priceof Rs. 46/- per equity share (including a share premium of Rs. 36/- per equity share)aggregating to Rs. 1770.54 Lacs. The paid-up equity share capital of the company at theend of the financial year i.e. 31.03.2018 was Rs. 145372200/- consisting of 14537220equity shares of face value of Rs. 10/- each.

CHANGE IN NATURE OF BUSINESS IF ANY

There is no change in the nature of business of the Company during the year.

DEPOSITORY SYSTEM

All the 14537220 equity shares of the Company are in dematerialized form as on March31 2018. No share of the Company is held in physical mode.

LISTING

During the year 2017-18 your Company came up with public issue of 3849000 equity sharesof face value of Rs. 10/- each fully paid up for cash at a price of Rs. 46/- per equityshare (including a share premium of Rs. 36/- per equity share) aggregating to Rs. 1770.54lacs. The Company has received an in-principle approval letter on dated April 28 2017from National Stock Exchange of India Limited (NSE) and finally your Company got listed onEmerge Platform of National Stock Exchange of India Limited (NSE Emerge) on 30thMay 2017.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

The company has a Subsidiary Company (Jalan Translogistics India Limited) as on March31 2017 and the Financial Statements was consolidated for the financial year 2016-17 butas on March 31 2018 the company does not have any subsidiaries or joint ventures orassociate companies as defined under Companies Act 2013 therefore the company is notrequired to get the Financial Statements consolidated for the financial year 2017- 18.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

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.

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.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURREDBETWEEN 31ST MARCH 2018 AND 30TH AUGUST 2018 (DATE OF THE DIRECTOR'S REPORT)

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There were no material changes affecting the financial position of the Company betweenthe end of financial year i.e. 31st March 2018 and the date of Director's Report i.e.30th August 2018.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12 of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT-9 as a part of this Annual Report is annexed as Annexure-I.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with the requirement of the Section 134(3)(m)of the Companies Act 2013 read with Rule 8 of the Companies (Account) Rules 2014 formspart of this Board's Report and is annexed as Annexure-II.

RELATED PARTY TRANSACTION

All contracts/arrangements/transactions entered by the Company with Related Partieswere in ordinary course of business and at arm's length basis.

The details of the related party transactions are set out in Notes to the FinancialStatements of the Company.

Form AOC - 2 pursuant to Section 134 of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 is set out in the Annexure-III to this report.

The Board has formulated Policy on Related Party Transaction and the same is uploadedon the Company's website at www.ialantransolutions.com

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.

The company has not incurred CSR expenses of Rs.429356 as created in the financialyear 2016-17 due to some unavoidable reason and the company is in the process to make theexpense as mentioned in the Books of Accounts and shall submit the relevant report. Duringthe year the Company has created a provision of Rs. 741784 for CSR Expenses.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED / RETIRED DURINGTHE YEAR.

Appointment

The Board has appointed Ms. Deepika Dwivedi (DIN: 08099153) as an Additional Directorin the category of Non-Executive Independent Director with effect from 29thMay 2018 for a period of 5 (five) years subject to the approval of the shareholders inthe next ensuing Annual General Meeting.

Resignation

During the year Mr. Ratan Lai Nangalia (DIN: 07268034) Independent director of thecompany had resigned from the office of Independent Director with effect from 6th March2018.

Director Retire by rotation

In accordance with the provisions of Companies Act 2013 and Article of Association ofthe Company Mrs. Pushpa Jalan (DIN: 00050259) retired by rotation at the Annual GeneralMeeting held in the year 2018 and being eligible offer herself for re-appointment and shewas re-appointed by the shareholders as a Director of the Company.

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 the CompaniesAct 2013 and rules made thereunder and relevant regulation of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

FAMILARIZATION OF INDEPENDENT DIRECTORS

The details of program for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company at www.jalantransolutions.com. All the Independent Directors of the Company are made aware of their roleresponsibilities & liabilities at the time of their appointment /re-appointmentthrough a formal letter of appointment which also stipulates various terms and conditionsof their engagement.

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 11 (Eleven) times during the financial year from01.04.2017 to 31.03.2018. The dates on which the meetings were held are as follows:

TYPES OF MEETING DATE OF MEETING
Board Meeting 17.04.2017
Board Meeting 18.04.2017
Board Meeting 27.04.2017
Board Meeting 29.04.2017
Board Meeting 14.07.2017
Board Meeting 21.07.2017
Board Meeting 01.09.2017
Board Meeting 14.11.2017
Board Meeting 06.02.2018
Board Meeting 16.02.2018
Board Meeting 14.03.2018

AUDIT COMMITTEE MEETINGS

Pursuant to provisions of the Section 177 of the Companies Act 2013 and regulation 18of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hasconstituted an Audit Committee ("Audit Committee") vide Board Resolution dated18th April 2017. The constituted Audit Committee comprises following members:

Name of Directors Designation in Committee Nature of Directorship
Dr. Rajnish Kumar Pandey Chairman Non-Executive Independent Director
Mr. Ratan Lai Nangalia Member Non-Executive Independent Director
Mr. Manish Jalan Member Executive Director

The Company Secretary of our Company shall act as a Secretary to the Audit Committee.The Chairman of the Committee shall attend the Annual General Meeting of our Company tofurnish clarifications to the shareholders in any matter relating to accounts. The term ofreference of Audit Committee complies with requirements of both Regulation 18 & Part Cof Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and section 177 of the Companies Act 2013

The members of Audit Committee duly met 5 (five) times during the financial year from01.04.2017 to 31.03.2018. The dates on which the meetings were held are as follows:-

TYPES OF MEETING DATE OF MEETING
Audit Committee Meeting 29.04.2017
Audit Committee Meeting 21.07.2017
Audit Committee Meeting 01.09.2017
Audit Committee Meeting 14.11.2017
Audit Committee Meeting 06.02.2018

Re-Constitution of Audit Committee

Pursuant to provisions of the Section 177 of the Companies Act 2013 and regulation 18of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hasRe-constituted an Audit Committee ("Audit Committee") vide Board Resolutiondated 29th May 2018. The Re-constituted Audit Committee comprises following members:

1) Dr. Rajnish kumar Pandey Chairman
2) Ms. Deepika Dwivedi Member
3) Mrs. Pushpa Jalan Member

ROLE

1) Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

2) Recommendation for appointment remuneration and terms of appointment of auditors ofthe company;

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

4) Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the board for approval with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Companies Act 2013

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

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

d. Significant adjustments made in the financial statements arising out of auditfindings

e. Compliance with listing and other legal requirements relating to financialstatements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5) Reviewing with the management the quarterly financial statements before submissionto the board for approval;

6) Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilized for purposes other than those stated in the offer document / prospectus /notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue and making appropriate recommendations to the Boardto take up steps in this matter;

7) Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

8) Approval or any subsequent modification of transactions of the company with relatedparties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the company wherever it is necessary;

ID Evaluation of internal financial controls and risk management systems;

12) Reviewing with the management performance of statutory and internal auditors andadequacy of the internal control systems;

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

14) Discussion with internal auditors of any significant findings and follow up thereon;

15) 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 a material nature and reporting the matter to the board;

16) 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;

17) 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;

18) To review the functioning of the Whistle Blower mechanism;

19) Approval of appointment of CFO (i.e. the whole-time Finance Director or any otherperson heading the finance function or discharging that function) after assessing thequalifications experience and background etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms of reference of theAudit Committee;

21) Recommendation for appointment remuneration and terms of appointment of auditorsof the company;

22) Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

23) Examination of the financial statement and the auditors' report thereon;

24) Approval or any subsequent modification of transactions of the company with relatedparties;

25) Scrutiny of inter-corporate loans and investments;

26) Valuation of undertakings or assets of the company wherever it is necessary;

27) Evaluation of internal financial controls and risk management systems;

28) Monitoring the end use of funds raised through public offers and related matters;

29) The Audit Committee may call for the comments of the auditors about internalcontrol systems the scope of audit including the observations of the auditors and reviewof financial statement before their submission to the Board and may also discuss anyrelated issues with the internal and statutory auditors and the management of the company;

30) The Audit Committee shall have authority to investigate into any matter in relationto the items specified (as mentioned at S.No. 21 to 28 above) or referred to it by theBoard and for this purpose shall have power to obtain professional advice from externalsources and have full access to information contained in the records of the company;

31) The auditors of a company and the key managerial personnel shall have a right to beheard in the meetings of the Audit Committee when it considers the auditor's report butshall not have the right to vote;

32) The Audit Committee may invite such of the executives as it considers appropriate(and particularly the head of the finance function) to be present at the meetings of thecommittee but on occasions it may also meet without the presence of any executives of thecompany.

The finance director head of internal audit and a representative of the statutoryauditor may be present as invitees for the meetings of the audit committee; and

33) Resolve any disagreements between management and the auditor regarding financialreporting.

REVIEW

The Audit Committee shall review the following information:

1) Management discussion and analysis of financial condition and results of operations;

2) Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management;

3) Management letters / letters of internal control weaknesses issued by the statutoryauditors;

4) Internal audit reports relating to internal control weaknesses; and

5) The appointment removal and terms of remuneration of the Chief internal auditorshall be subject to review by the Audit Committee.

POWERS:

The Audit Committee shall have the following powers:

1) To investigate any activity within its terms of reference.

2) To seek information from any employee.

3) To obtain outside legal or other professional advice.

4) To secure attendance of outsiders with relevant expertise if it considersnecessary.

NOMINATION AND REMUNERATION COMMITTEE MEETINGS

Pursuant to the provisions of the Section 178 of the Companies Act 2013 and also tocomply with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has constituted a Nomination and Remuneration Committee("Nomination and Remuneration Committee") vide Board Resolution dated 18thApril 2017. The constituted Nomination and Remuneration Committee comprises followingmembers:

Name of Directors Designation in Committee Nature of Directorship
Mr. Ratan Lai Nangalia Chairman Non-Executive Independent Director
Dr. Rajnish Kumar Pandey Member Non-Executive Independent Director
Mrs. Pushpa Jalan Member Non-Executive & Non-Independent Director

The Company Secretary of our Company shall act as a Secretary to the Nomination andRemuneration Committee.

The members of Nomination and Remuneration Committee duly met 6 (six) times during thefinancial year from 01.04.2017 to 31.03.2018. The dates on which the meetings were heldare as follows:-

TYPES OF MEETING DATE OF MEETING
Nomination and Remuneration Committee Meeting 17.04.2017
Nomination and Remuneration Committee Meeting 29.04.2017
Nomination and Remuneration Committee Meeting 21.07.2017
Nomination and Remuneration Committee Meeting 01.09.2017
Nomination and Remuneration Committee Meeting 14.11.2017
Nomination and Remuneration Committee Meeting 06.02.2018

Re-Constitution of Nomination and Remuneration Committee

Pursuant to the provisions of the Section 178 of the Companies Act 2013 and also tocomply with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board has Re-constituted a Nomination and Remuneration Committee("Nomination and Remuneration Committee") vide Board Resolution dated 29thMay 2018.

15™ ANNUAL REPORT 2017-2018

The Nomination and Remuneration Committee shall consist of following members namely:
1) Dr. Rajnish kumar Pandey Chairman
2) Ms. Deepika Dwivedi Member
3) Mrs. Pushpa Jalan Member

ROLE:

1) Fonnulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;

2) Formulation of criteria for evaluation of Independent Directors and the Board;

3) Identifying 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. The company shall disclose the remuneration policy and theevaluation criteria in its Annual Report;

4) The Nomination and Remuneration Committee shall identify persons who are qualifiedto become directors and who may be appointed in senior management in accordance with thecriteria laid down recommend to the Board their appointment and removal and shall carryout evaluation of every director's performance;

5) The Nomination and Remuneration Committee shall formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees;

6) The Nomination and Remuneration Committee shall while formulating the policy ensurethat:

a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and longterm performanceobjectives appropriate to the working of the company and its goals:

Provided that such policy shall be disclosed in the Board's report".

STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

Pursuant to the provisions of the Section 178 of the Companies Act 2013 and Regulation20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas constituted a Stakeholders Relationship Committee ("Stakeholders RelationshipCommittee") vide Board Resolution dated 18th April 2017. The constitutedStakeholders Relationship Committee comprises following members:

Name of Directors Designation in Committee Nature of Directorship
Mr. Ratan Lai Nangalia Chairman Non-Executive Independent Director
Dr. Rajnish Kumar Pandey Member Non-Executive Independent Director
Mrs. Pushpa Jalan Member Non-Executive & Non-Independent Dirt

The Company Secretary of our Company shall act as a Secretary to the StakeholdersRelationship Committee. The members of Stakeholders Relationship Committee duly met 4(four) times during the financial year from

01.04.2017 to 31.03.2018. The dates on which the meetings were held are as follows:-

TYPES OF MEETING DATE OF MEETING
Stakeholders Relationship Committee Meeting 29.04.2017
Stakeholders Relationship Committee Meeting 21.07.2017
Stakeholders Relationship Committee Meeting 14.11.2017
Stakeholders Relationship Committee Meeting 06.02.2018

Re-Constitution of Stakeholders Relationship Committee

Pursuant to the provisions of the Section 178 of the Companies Act 2013 and Regulation20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas Re-constituted a Stakeholders Relationship Committee ("Stakeholders RelationshipCommittee") vide Board Resolution dated 29th May 2018.

The Stakeholders Relationship Committee shall consist of following members namely:

1) Ms. Deepika Dwivedi Chairman

2) Mrs. Pushpa Jalan Member

3) Dr. Rajnish Kumar Pandey Member

TERMS OF REFERENCE:

i) The Stake Holders Relationship Grievance and Share Transfer Committee specificallylook into the redressal of grievances of shareholders debenture holders and othersecurity holders;

ii) The Stake Holders Relationship Grievance and Share Transfer Committee shallconsider and resolve the grievances of the security holders of the company includingcomplaints related to transfer of shares non-receipt of balance sheet and non-receipt ofdeclared dividends.

iii) To expedite the process of share transfers the Board of the company shalldelegate the power of share transfer to an officer or a committee or to the registrar andshare transfer agents. The delegated authority shall attend to share transfer formalitiesat least once in a fortnight.

iv) The Stakeholders Relationship Grievance Committee oversees and reviews all mattersconnected with the securities transfers and also looks into redressing of shareholderscomplaints like transfer of shares non-receipt of annual reports/dividends etc.

v) The Committee oversees the performance of the Registrar and Transfer agents andrecommends measures for overall improvement in the quality of investor services".

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 at Annexure- I inthe prescribed Form MGT-9 and forms part of this Report.

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.

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts whichwould impact the going concern status of the Company and its future operations.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 111 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.

STATUTORY AUDITORS

M/s Aggarwal Sarawagi & Co. Chartered Accountants FRN No. 016765N StatutoryAuditors of the Company was appointed in the 11th Annual General Meeting forfive consecutive years i.e. 2013-2014 to 2018- 2019 subject to ratification by members atevery subsequent Annual General Meeting to be held during the said.

The Board of Director and Audit Committee of the Company recommend the ratification ofappointment of M/s Aggarwal Sarawagi & Co. Chartered Accountants FRN No. 016765NStatutory Auditors of the Company in the coming 15th Annual General Meeting.

AUDITOR'S REPORT

The Auditors Report on the Audited Financial Statement of the Company for the yearended 31st March 2018 do not contain any qualification reservation or adverseremark so need not require any explanation or comment.

SECREATRIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 M/s AMJ &Associates Company Secretaries (Membership No. 5832 and C.P. No. 5629) having OfficeAddress: 207 Shree Ganesh Complex 32B Veer Shivakar Block Shakarpur Delhi-110092 hasbeen appointed as the Secretarial Auditor of the Company to conduct the Secretarial Auditfor the financial year 2017-18. The Secretarial Audit Report forms part of Annual Reportand it is annexed as Annexure-IV.

The Secretarial Audit Report for the Financial Year ended on 31st March2018 issued by Secretarial Auditor do not contain any qualification reservation oradverse remark so need not require any explanation or comment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls.

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 2016-17.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report form part of Board Report and is annexed asAnnexure-V IPO PROCEEDS UTILIZATION

The details of IPO proceeds utilization are annexed as Annexure-VI.

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. Internal Complaints committees have also been set up to redresscomplaints received regarding sexual harassment.

The company Conducts sessions for employees across the organization to build awarenessamong employees about the policy and the provisions of Prevention of Sexual harassment ofwomen at workplace Act.

The Company is committed to providing a safe and Conducive work environment to all ofits employees and associates.

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 in their Board Meeting and came into effect. All Board members andsenior management personnel have affirmed the compliance with the code.

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 year2017-18.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.

POLICY FOR PRESERVATION OF DOCUMENTS

In accordance with the above Regulation 9 of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Policy forpreservation of documents (The Policy) has been framed by the Board of Directors of theCompany in their Board Meeting to aid the employees in handling the Documents efficiently.This Policy not only covers the various aspects on preservation of the Documents but alsothe safe disposal/destruction of the Documents.

INDUSTRIAL RELATIONS

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

SUSTAINABILITY INITIATIVE

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for the financial year 2016-17 theapplicable accounting standards have been followed and there are no material departures;

ii. 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;

iii. 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;

iv. the Directors had prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and

vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

We thank the Government of India and Governments of various states where the companyhas its operations. We also take this opportunity to thank our bankers for theircontinuous support to the company.

We also thank our esteemed customers & clients vendors and investors for theircontinued support during the year. We also take this opportunity to place on recordappreciation of the contribution made by our employees at all levels. Our growthdemonstrates their commitment handwork support and cooperation.

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

Sd/- Sd/-
Rajesh Jalan Manish Jalan
(Managing Director) (Director)
DIN: 00050253 DIN: 00043040
Date: 30.08.2018
Place: Delhi