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Jay Bharat Maruti Ltd.

BSE: 520066 Sector: Auto
NSE: JAYBARMARU ISIN Code: INE571B01028
BSE 00:00 | 08 Aug 160.75 -1.60
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OPEN 164.00
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VOLUME 2947
52-Week high 227.30
52-Week low 123.50
P/E 21.61
Mkt Cap.(Rs cr) 696
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 164.00
CLOSE 162.35
VOLUME 2947
52-Week high 227.30
52-Week low 123.50
P/E 21.61
Mkt Cap.(Rs cr) 696
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jay Bharat Maruti Ltd. (JAYBARMARU) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Thirty Fourth Annual Reporton business and operations of your Company together with the Audited Financial Statementsfor the Financial Year ended 31st March 2021.

1. FINANCIAL SUMMARY:

The highlights of the standalone and consolidated financial statementsof your Company for the year ended 31st March 2021 along with the previous year's figuresare given as under:

Rs. In Crore

Particulars Year ended 31.03.2021 Year ended 31.03.2020 Year ended 31.03.2021 Year ended 31.03.2020

Standalone

Consolidated

Total Income 1503.60 1659.41 1503.60 1659.41
Earnings before interest depreciation tax and amortization (EBIDTA) 140.44 142.74 140.44 142.74
Finance Cost 32.96 38.08 32.96 38.08
Depreciation 65.94 62.52 65.94 62.52
Profit for the period before share of profit of joint venture 41.54 42.14 41.54 42.14
Share of profit of joint venture - - 0.27 0.26
Profit Before Tax 41.54 42.14 41.81 42.40
Tax Expense 15.48 14.12 15.58 14.17
Profit after Tax 26.06 28.02 26.23 28.23
Retained Earnings:
Balance at the beginning of the Year 379.47 357.35 379.56 357.23
Profit for the Year 26.06 28.02 26.23 28.23
Other Comprehensive Income arising from remeasurement of defined benefit Obligation -0.038 0.62 -0.043 0.622
Payment of dividend on equity shares (2.71) (5.41) (2.71) (5.41)
Corporate Dividend Tax paid - (1.11) - (1.11)
Balance at the end of the year 402.78 379.47 403.03 379.56

2. STANDALONE FINANCIAL HIGHLIGHTS:

Your Company recorded total income of Rs. 1503.60 Crores during thefinancial year 2020-21 as compared to Rs. 1659.41 Crores in the previous year showing andecrease of (9.39%). The EBIDTA of the Company is Rs. 140.44 Crores as compared to Rs.142.74 Crores showing a marginal decrease of 1.61%. In spite of the severe impact ofCovid-19 on the operations & financials of the Company in the first two quarters ofthe FY 21 your Company was able to recover significantly post lockdown and in the secondhalf of FY 21 due to increase in Maruti Suzuki India Ltd. (MSIL) volumes and various costreduction efforts resulted in to marginal jump in the overall EBITDA and profits. TheProfit Before Tax for the financial year 2020-21 amounts to Rs. 41.54 Crores as againstRs. 42.14 Crores for the previous year showing a decrease of (1.42%).The profit after taxhas gone down in the financial year 2020-21 to Rs. 26.06 Crores as compared to Rs. 28.02Crores in the previous year showing a decrease of (6.99%).

The rapid outbreak of pandemic across the country forced Government ofIndia to declare nation-wide lockdown of all non-essential business and imposerestrictions on movement of goods/ materials travel etc. from March 24 2020. Theinevitable impact of the pandemic continued during most of the first half of the year thatnot only impacted the manufacturing industries but also lead to a worrisome situation forall sectors. During the lockdown production was suspended at all the plants of theCompany gravely impacting Company's operations and financial results in the first twomonths of the financial year. Flowever Company gradually resumed with requisiteprecautions in phased manner and due to continuous increase of demand in vehicles of ourmain customer Maruti Suzuki India Ltd (MSIL) and effective control on expenses by theCompany your Company was able to resurge its revenue and profitability to a level thatwas at the same level and almost equal to the profitability of the previous year. Thefestive season also led to a resurgence of growth into sales of Passenger Vehicles. Therising awake over Social Distancing whereby general public was more derived towards theidea of travelling in personal vehicles instead of using public transport have also leadto resurgence in sale of personal vehicles.

Your Company has taken various cost reduction measures during the year.A "Leap to Unlock" project was launched under which . various sub projects wereundertaken through CFT approach for reducing cost by setting benchmarking throughelimination of non-value added activities and other improvements. Virtual plant visitswere undertaken by Chairman and Managing Director along with top management for takingmeasures to reduce the fixed and variable cost.

3. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Indian Accounting Standard (IND AS) -110 onConsolidated Financial Statements read with Indian Accounting Standard (IND AS)- 28 onInvestments in Associates and Joint Ventures the audited consolidated financialstatements are provided in the annual report.

The Consolidated Financial Statements together with the Auditors'Report thereon forms part of this Annual Report. Pursuant to provision of Section 129 (3)of the Companies Act 2013 read with rule 5 of Companies (Accounts) Rules 2014 aseparate statement containing the salient features of the Joint Venture Company in theprescribed form AOC-1 is a part of the Consolidated Financial Statements.

4. BONUS ISSUE:

In appreciation of continuing support from shareholders of the Companyas recommended by the Board of Directors at its meeting held on April 29 2021 Members ofthe Company in their EGM held on 31.05.2021 has approved the issue of bonus equity sharesof Rs. 5/- (Rupees Five) each to eligible members of the Company in the proportion of 1(One) new fully paid-up equity share of Rs. 5/- (Rupees Five) each for every 1 (One)existing fully paid-up equity shares of Rs. 5/- (Rupees Five) each held by them as on therecord date fixed for this purpose.

The company has successfully completed its process of allotment ofBonus Issue and received approvals from Stock Exchanges and other authorities. The SharesAllotment Committee of the Board on 10th June 2021 has allotted 21650000 Equity shares asBonus to the shareholders eligible as on record date of 08.06.2021.

The said bonus issue was made by capitalizing a sum not exceeding Rs.108250000 (Rupees Ten Crores Eighty Two Lacs Fifty Thousand only) out of Free Reservesof the Company.

The paid up equity share capital of the Company stands increased fromRs.108250000/- consisting of 21650000 equity shares of Rs. 5/- each to Rs.216500000/- consisting of 43300000 equity shares of Rs. 5/-each.

The shares so allotted has been credited to the demataccount/beneficiary of members holding shares in demat form and shares certificates hasbeen issued to members holding shares in physical form in compliance with the provisionsunder the Act and timelines as prescribed and applicable.

5. COVID-19:

The impact of Covid-19 on the automotive industry has been severe inthe first quarter of the current fiscal. The demand revival in the second quarter wasrobust partly because of the pentup demand and partly on account of the preference forindividual mobility. The pace of demand for the full year was dependent upon a number offactors such as the containment of the pandemic general economic revival and variouseconomic measures taken by Government. The Corona virus Pandemic is having a deep Impacton Indian businesses and has already caused an unprecedented collapse in economicactivities. The substantive economic package announced by the Prime Minister could revivethe downturn to a great extent.

The Covid-19 impact remains a serious concern for governments andbusinesses. Your company is doing its best efforts to fight pandemic and helping thefellow countrymen with the supply of Oxygen Plants Oxygen concentrators Sanitizersmedicines etc. Your Company has implemented Standard Operating Procedures of socialdistancing workplace sanitisation and employee health monitoring and these are beingfollowed strictly across all its manufacturing locations with effective use of ArtificialIntelligence (Al).

Flowever the spread of the pandemic again started to emerge from thebeginning of the current year with much more severe impact on health and life of thepeople. This has again compelled various state governments to impose lockdown and createcontainment zones for the first two months of current financial year which impacted theoperations of the Company for the first quarter. Flowever the demand is gradually risingup from our prime customer.

Employee's health is prime important to your Company and for preventingpandemic Company has taken various measures under Al initiatives attendance are markedwith facial recognition temperatures checks and auto check of Aarogya Setu andvaccination status are done at entry gates. Oxygen generation plant was installed at plantat Manesar which is fully operational. Alert based detection travel check during lockdownperiod masking in camera for person movement were done through Al. Quarantine area wasmade for emergency situations under the superintendence of separate covid team includingmedical professionals.

6. DIVIDEND AND APPROPRIATION:

(A) DIVIDEND

Your Directors are pleased to recommend a dividend of ? 1.25 per equityshare for the financial year ended 31st March 2021 amounting to ? 5.41 Crores which issubject to approval by the shareholders in their ensuing Annual General Meeting and willbe paid to members whose name appear in the Register of Members as on 20 September 2021electronically through various online transfer modes to those shareholders who haveupdated their bank account details. For shareholders who have not updated their bankaccount details dividend warrants/demand drafts/cheques will be sent subject toavailability of postal facility at their location.

In view of the changes made under the Income-tax Act 1961 by theFinance Act 2020 dividends paid or distributed by the Company shall be taxable in thehands of the Shareholders. Your Company shall accordingly make the payment of the finalDividend after deduction of tax at source.

(B) APPROPRIATION

Your Directors do not propose to transfer any amount to the generalreserve and entire amount of profit for the year forms part of the 'Retained Earnings.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the SEBI (Listing Obligations and disclosure Requirements)Regulations 2015 ("Listing Regulations") the Management Discussion andAnalysis report is given separately and forming part of the Annual Report.

8. CREDIT RATING:

ICFtA has reaffirmed its credit rating of A1 for short term instrumentsand the rating for long term debt Instruments is A+ and indicating the outlook on the longterm rating as "Stable".

9. QUALITY:

Your Company has implemented International Quality Management Systembased on the requirement of IATF 16949:2016. The Company has established implemented andis maintaining an Information Security Management System as per ISO-14001:2015 throughperiodic audits by the American Systems Registrar (USA). Periodical Internal assessmentsfor compliance is also done by senior Plant teams and certified Internal Auditors.

All Plants of the Company completed EHS certification cycle for ISO14001 and ISO 45001 without any major non-confirmity.

10. RESEARCH & DEVELOPMENT:

Your Company is continuously evolving and working on Technologies toincrease efficiency accuracy and digitize operations and has filed its first processpatent registration application with Controller General of Patents Designs &Trademarks.

11. HUMAN RESOURCES:

The role of Fluman Resource Function becomes more critical in thesechallenging times. Effective use of On-line tools Artificial Intelligence MachineLearning Digitization and people empowerment became the key for success. To ensure safetyof employees and continuity of Business Work from Home (WFH) Policy was implemented. Wehave engaged more than 3500+ employees through our on-line learning drives focusing onSkill Development. MDP (Management Development Programs) SDP (Supervisory DevelopmentProgram) & TTT (Train the Trainer) with the commitment of making human capital futureready and keeping them in positive state of mind towards work and environment in general.

This year was full of challenges we started the year with an outbreakof COVID 19. Our focus shifted primarily to three important areas: Employee safety &wellbeing Effective Communication and Managing teams & work remotely.

Our Chairman Mr. Surendra Kumar Arya brought out a unique visionaryconcept to create possibilities and positivity during the lockdown named "SankalpSiddhi" a program that not only energised all JBMites and their family members butalso paved the way to look at one's life more holistically the focus on six spheres oflife introduced in the organization are as Physical & Health Family & HomeFinancial & Career Mental Wellbeing & Educational Social & Cultural andSpiritual & Ethical. This program is helping Employees and their Family members incompleting their Wheel of life and also igniting a passion amongst individuals to be moredisciplined and in relocating the responsible towards Self Family Society Company &Nation at large. Sankalp Siddhi Campaign was awarded by the 'World CSR Congress' under thecategory "Innovation in Corporate Social Responsibilities Practices.

During entire lockdown period morning and evening yoga sessions wereconducted on JOYFUL BODY & MIND (JBM) Program by a very learned Yogacharya MukeshAcharya. This program is still continuing under Sankalp Siddhi.

The Company has also launched Scheme to provide monetary assistance tothe next-of-kin deceased employee during service. Vaccination camp has been organized invarious plants to facilitate vaccination to employees. Most of the employees of theCompany are vaccinated.

12. 34TH ANNUAL DAY OF JAY BHARAT MARUTI LIMITED

Your Company's 34th Annual Day was held virtually on 14th April 2021.This time the theme of Annual day was "Saluting Corona Warriors" and wascelebrated to express our gratitude towards their selfless services. Dr. S K SareenDirector Institute of Liver and Biliary Sciences Padma Bhushan awardee invited as ChiefGuest; Dr. Sushila Kataria from Medanta Hospital invited as Guest of Honour and alsoDoctors from Max and Fortis Hospitals were invited and felicitated for their contributionin saving Human lives while keeping their own health at risk.. To encourage & awardour employees for the exemplary work done during Covid times by maintaining and runningcritical processes and supplies at Plants and to make our plants Corona ready byimplementing the guidelines of the Govt. Authorities. Our CMD's vision of adherence togovernance process value creation and promotion of the culture of performance andaccountability Digital transformation and sustainable business solutions were alsodepicted at the Annual Day.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

• On the recommendation of the Nomination & RemunerationCommittee and as approved by Board of Directors in their meeting held on 29th April 2021Members of the Company at their Extra Ordinary General Meeting held on 31st May 2021 hasre-appointed Mr. S. K. Arya (DIN: 00004626) as Chairman and Managing Director of theCompany for a further period of 3(Three) years with effect from 10.06.2021 on the termsand conditions and remuneration as approved by shareholders.

• The Board of Directors of the company on the recommendation ofNomination and Remuneration Committee vide its circular resolution dated 25th May 2021has appointed Mr. Madhusudan Prasad (DIN: 02665954) as an Additional Director andIndependent Director of the Company for a term of 5 (Five) years w.e.f 01st June 2021 to31st May 2026 his appointment will be placed for approval of shareholders in ensuingAnnual General Meeting.

Mr. Madhusudan Prasad aged 65 years is a retired IAS Officer (1981Haryana) having Bachelor's Degree from St. Stephen's College and Master's Degree fromDelhi School of Economics in Delhi University. Mr. Prasad has experience of more than 38years of working with both Government of India and State Government (Haryana) in variouscapacities mainly in the areas of finance commerce energy and urban development. He wasDeputy Secretary and Joint Secretary in Department of Economic Affairs Ministry ofFinance looking after IMF-World Bank Division and also served as Counsellor (Economic) inthe Embassy of India in Washington DC (USA). After a stint as Principal Secretary Power inHaryana Mr. Prasad \ worked as Additional and Special Secretary in Ministry of Commerceand thereafter as Secretary Urban Development in Government of I ndia from where hesuperannuated. Post retirement Governmentappointed him as Memberof Public EnterprisesSelection Board where he recently completed his term. He is presently Member of the RBIAdvisory Board on Banking and Financial Frauds.

• The Board of Directors of the company on the recommendation ofNomination and Remuneration Committee at its Board Meeting held on 29th April 2021 hasappointed Mr. Anand Swaroop (DIN: 00004816) as an Additional Director designated as WholeTime Director and CFO of the Company for a term of 3 (Three) years w.e.f 01st June 2021to 31st May 2024 his appointment will be placed for approval of shareholders in ensuingAnnual General Meeting.

Mr. Anand Swaroop aged 60 years is a Commerce Graduate from Shri RamCollege of Commerce (SRCC) Delhi and is a Fellow Member of the Institute of CharteredAccountants of India since 1984. He has experience of more than 35 years and has beenassociated with JBM Group since 1987. He has been instrumental in setting up various JointVentures and handled foreign acquisitions and is involved in the strategic decisions forthe Group. Mr. Swaroop is a seasoned professional and has a long association of more than32 years with JBM Group with rich experience in Finance Taxation Commercial mattersStrategy & Corporate Affairs

• Ms. Esha Arya (DIN 00004836) will retire by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment. TheBoard of Directors recommend her re-appointment.

• Mr. Nishant Arya (DIN 00004954) will retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard of Directors recommend his re-appointment.

Brief profile of Directors proposed to be appointed/reappointed alongwith other details as required under Regulation 36 of Listing Regulations are provided inthe Notice of 34th Annual General Meeting of the Company.

Key Managerial Personnel

There is no change in the Key Managerial Personnel of the Companyduring the year 2020-21. However Mr. Anand Swaroop has been appointed as an AdditionalDirector designated as Whole Time Director & CFO w.e.f. 01.06.2021.

14. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given a declarationconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Act and the Listing Regulations.

The terms of appointment of Independent Directors may be accessed onthe Company's website www.jbm-group.com

15. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act Regulation 17(10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the Guidance Noteon Board Evaluation issued by the SEBI dated January 05 2017 the Board has carried outthe annual performance evaluation of the Board collectively Directors individually aswell as evaluation of its Committees. The evaluation criteria inter-alia covered variousaspects of the Board functioning including its composition attendance of Directorsparticipation levels bringing specialized knowledge for decision making smoothfunctioning of the Board and effective decision making.

The performance of individual Directors was evaluated on parameterssuch as level of engagement and contribution independence of judgment and safeguardingthe interest of the Company etc. The Directors expressed their satisfaction with theevaluation process.

16. NOMINATION & REMUNERATION POLICY:

The policy for selection of Directors and determining Directorsindependence may be accessed from Company's website at the link www.jbm-group.com

17. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) (Second Amendment) Regulations 2021 the Board of Directors at its Meetingheld on 27th July 2021 has approved the Dividend Distribution Policy containing therequirements mentioned in aforesaid Regulation which may be accessed from Company'swebsite at the linkwww.jbm-group.com

18. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Act yourDirectors to the best of their knowledge and belief and based on recommendation andcompliance certificate received from the operating management and after enquiry pursuantto Section 134(5) confirm that:

(a) In the preparation of the annual accounts for the year ended 31stMarch 2021 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

(b) Such accounting policies have been selected and appliedconsistently and judgments and estimates are made which were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at 31st March 2021and of the profit or loss of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The financial statements for the financial year ended 31 st March2021 have been prepared on a 'going concern' basis;

(e) Proper internal financial controls were in place and that suchinternal financial controls were adequate and were operating effectively; and

(f) The systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.

19. BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the financial year 2020-214 (Four) Board meetings were held.The details of meetings including dates of meetings indicating the number of meetingsattended by each director are given in the Corporate Governance Report. In reference torelaxation given by Ministry of Corporate Affairs and SEBI the intervening gap betweentwo Board Meetings were as per timelines stipulated in such relaxation and meetings wereheld through Video Conferencing (VC).

The 33rd Annual General Meeting (AGM) of the Company was held on 10thSeptember 2020 through VC/OAVM in compliance with relevant relaxations issued by MCA andSEBI.

20. COMMITTEES OF THE BOARD:

The Board of Directors have constituted Shares Allotment Committee inits Meeting held on 29th April 2021 for the ease of activities related to Bonus Issue.Further in the Board Meeting held on 27th July 2021 the Board has reconstituted theRisk Management Committee in compliance with Listing Regulations. The details on thecomposition of the Board and its committees are provided in the Report on CorporateGovernance.

21. CORPORATE GOVERNANCE:

The Company has complied with the corporate governance requirements asstipulated under the Listing Regulations. A separate report on Corporate Governance alongwith a certificate from Ms. Sunita Mathur (FCS 1743) a Practicing Company Secretaryregarding compliance of the conditions of corporate governance is appended with thisreport and the same forms part of the Annual Report.

22. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered during the year were in theordinary course of business and on arm's length basis.

Prior Omnibus approval is obtained on an annual basis from the AuditCommittee for the related party transactions which are foreseen and repetitive in nature.A statement of all related party transactions are placed before the Audit Committee onquarterly basis for review.

The Policy on 'materiality of and dealing with related partytransactions' as approved by the Board may be accessed on the Company's website at thelink: www.jbm-group.com

The detail particulars of contracts or arrangements with relatedparties referred to in sub-section (1) of Section 188 of the Act read with Rule 8(2) ofthe Companies (Accounts) Rules 2014 in Form AOC-2 is attached herewith and marked as Annexure-I. Attention of the members is also drawn to the disclosures of transactions withrelated parties set out in Note to Accounts forming part of the financial statements.

23. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the corporate social responsibility (CSR) policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in Annexure II of this report in the format prescribed in theCompanies (Corporate Social Responsibility Policy) Rules 2014 as amended. This Policy isavailable on the Company's website on www.jbmgroup.com

24. RISK MANAGEMENT:

The Board of Directors has constituted Risk Management Committee toidentify elements of risks in different areas of operations. The Company has developed andimplemented a risk management policy for identifying the risk associated with business ofthe Company and measures to be taken to mitigate the same.

25. INTERNAL FINANCIAL CONTROLS:

Your Company has robust internal financial control (IFC) systems whichfacilitates orderly and efficient conduct of its business including adherence to Company'spolicies safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial information. The internal control system ensures compliance with all applicablelaws & regulations key controls significant business challenges fraud preventionand controls. Our internal control system facilitates in optimum utilisation of availableresources and protect the interests of all stakeholders.

The Company's Internal Audit is carried out by M/s Mehra Goel &Co. Internal Auditors of the Company. The Company is consistently strengthening theInternal Audit function to ensure wide coverage and timely implementation of audit. As adigitization initiative the Company is under process to implement Internal AuditAnalytics Tool which will automate the Internal Audit process help to preempt anyPotential Risk and develop mitigation plan well in time.

Senior Management and the Audit Committee of the Board regularly reviewthe Internal Auditors' Reports for its implementation and effectiveness. The internalfinancial control framework design ensures that the financial and other records arereliable for preparing financial and other statements. In addition the Company hasidentified and documented the key risks and controls for each process that has arelationship to the financial operations and reporting. At regular intervals internalteams test identified key controls. The internal auditors also perform an independentcheck of effectiveness of key controls in identified areas of internal financial controlreporting

26. AUDITORS AND AUDITORS' REPORT:

(A) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read withCompanies (Audit and Auditors) Rules 2014 as amended from time to time M/s SahniNatarajan & Bahl (Firm Registration No. 002816N) Chartered Accountants New Delhi hadbeen appointed as Statutory Auditors of the Company in the 30th Annual General Meeting ofthe Company held on 18th August 2017 to hold office from the conclusion of 30th AnnualGeneral Meeting until the conclusion of 35th Annual General Meeting.

Further the Report given by the Statutory Auditors on the financialstatement of the Company is part of the Annual Report. The notes on the financialstatement referred to in the Auditors Report are self-explanatory and do not call for anyfurther comments. There has been no qualification reservation or adverse remark ordisclaimer in their Report.

(B) SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Ms. Sunita Mathur (FCS 1743) a Practicing Company Secretary as its SecretarialAuditor to conduct secretarial audit of the Company for the financial year 2020-21. TheSecretarial Audit Report given by the Secretarial Auditors in Form no. MR-3 is annexed as Annexure-llland forms an integral part of this Report. There is no qualification or adverse remarkin the report.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activitiesand has put in place a vigil mechanism for Directors Employee and other person dealingwith the Company for reporting illegal or unethical behaviour actual or suspected fraudor violation of the company's Code of Conduct. The mechanism provides for adequatesafeguards against victimization of Directors employees or other persons who avail of themechanism. In exceptional cases Directors and employees have direct access to theChairman of the Audit Committee. During the financial year there have been no complaintsreceived under vigil mechanism.

The Whistle Blower Policy is available on the Company's website whichmay be accessed at the link: www.jbm-group.com

28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the Notes to the financial statements provided in thisAnnual Report.

29. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY:

During the year under review there has been no change in the nature ofthe business of the Company and no material changes have occurred and commitments madeaffecting the financial position of the Company during the year and between the end of theyear till the date of this report.

30. DETAIL OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company's Joint venture Company JBM Ogihara Die Tech Pvt. Ltd.(JODT) with M/s Ogihara Thailand & Co. which started its commercial production fromOctober 2019. It is manufacturing tandem progressive & transfer dies for medium tohigh tensile range of various auto parts for various OEMs including MSIL.

Your Company does not have any subsidiary Company.

31. EXPANSION OF PLANT AT VITHLAPUR GUJARAT:

Phase III of plant at Vithlapur Gujarat has commenced from April 2021and press lines machines has been set up and it is running in full capacity for volume of750000 vehicles.

32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The particulars relating to conservation of energy technologyabsorption foreign exchange earnings and outgo as required to be disclosed under theAct are provided in Annexure - IV to this Report.

33. CHANGES IN SHARE CAPITAL:

During the year under review there was no change in the AuthorizedShare Capital and Paid up Share Capital of the Compa

34. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION(IEPF):

Dividends amounting to ? 449322/- that were unclaimed for a period ofseven years were transferred to the Investor Educa Protection Fund Authority in accordancewith the provisions of the Act. The details of the consolidated unclaimed/unpaid divrequired by the Act read with Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Ru (hereinafter referred to at "IEPFRules") for all the unclaimed/ unpaid dividend accounts outstanding (drawn up to thedate Annual General Meeting on September 10 2020) have been uploaded under the Company'swebsite: www.jbm-group.com. / is drawn that the unclaimed/ unpaid dividend for thefinancial year 2013-14 is due for transfer to IEPF. In view of this the Mei the Companywho have not yet encashed their dividend warrant(s) or those who have not claimed theirdividend amounts n to the Company/ Company's Registrar and Share Transfer Agent i.e.MCS Share Transfer Agent Ltd.

35. TRANSFER OF SHARES IN FAVOR OF INVESTOR EDUCATION AND PROTECTION(IEPF) AUTHORITY:

Pursuant to the provisions of the Act read with the IEPF Rules theshares on which dividends have not been claimed f consecutive years have been transferredin favor of IEPF authority. During the year under review the company had transferi equityshares in the demat account of IEPF authority.

36. PREVENTION OF INSIDER TRADING:

The Board has formulated the Code of Practice for Fair Disclosure ofUn-Published Price Sensitive Information and the Conduct for regulating monitoring andreporting of Trading of Shares by Insiders in terms of the SEBI (Prohibition of InsiderRegulations 2015 as amended from time to time ("Regulation"). The Board hasalso formulated and adopted a Policy on Deteri of Legitimate Purpose as perthe provisionsof the Regulation. The said Code is uploaded on the website of the Company. The c of theCode is to protect the interest of shareholders at large to prevent misuse of anyunpublished price sensitive informa to prevent any insider trading activity by dealing inshares of the Company by its Directors Designated Persons other emplo' their immediaterelatives.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKI(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on Prevention Prohibi Redressal of Sexual Harassment at Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (Pre Prohibitionand Redressal) Act 2013 and the rules thereunder for prevention and redressal ofcomplaints of sexual haras: workplace. All women associates (permanent temporarycontractual and trainees) as well as any women visiting the Compan' premises or womenservice providers are covered under this Policy. All employees are treated with dignitywith a view to m work environment free of sexual harassment whether physical verbal orpsychological.

The Company has also complied with provisions relating to theconstitution of Internal Complaints Committee under th Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of at Workplace (PreventionProhibition and Redressal) Act 2013.

38. BUSINESS RESPONSIBILITY REPORT (BRR)

The SEBI Listing Regulations mandate the inclusion of BRR as part ofthe Annual Report for top 1000 listed entities based oi capitalisation. In compliance withthe SEBI Listing Regulations the BRR describing the initiatives taken by the Companyenvironmental social and governance perspective is given in Business ResponsibilityReport and forms an integral part of thi:

39. CODE OF CONDUCT:

In compliance with Regulation 26(3) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 and the Co Act 2013 the Company has framedand adopted Code of Conduct ('the Code'). The code is applicable inter-alia to all EIndependent Directors and Senior Management of the Company. The Code gives guidance andsupport needed for ethical co business and compliance of law. The code is available on theCompany's website. All the Board Members and the Senior Man: personnel have confirmedcompliance with the Code as on 31st March 2021. A declaration to this effect signed bythe M

40. ANNUAL RETURN:

In accordance with Section 92(3) of the Act the annual return in FormNo. MGT-7 is available on the Company's website at www.jbmgroup.com

41. SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards issuedby the Institute of Company Secretaries of India.

42. AWARDS & ACCOLADES:

Your Company received following awards and accolades for the periodended 31st March 2021.

• Silver Trophy for Karakuri Kaizen Tier 1 in National Competitionon Low Cost Automation organized by Confederation of Indian Industry (ClI).

• Special Jury Award for Manufacturing Tier 1 in NationalCompetition on Digitalization Robotics & Automation- Industry 4.0 organized byConfederation of Indian Industry

• Second Position in 6th Northern Region kaizen Contest organizedby ACMA

• Maruti Center for excellence in Inter cluster virtual qualitycircle competition by Maruti Suzuki India Pvt. Ltd.

• Bronze trophy in Manufacturing Tier 1 in National Competition onDigitalization Robotics & Automation- Industry 4.0 organized by Cl I.

• Silver trophy in Manufacturing Tier 1 in National Competition onDigitalization Robotics & Automation- Industry 4.0 organized by Cll

• Bronze trophy in Poka Yoke Tier 1 for National Competition onLow cost automation organized by Cll

• Bronze trophy in Manufacturing Tier 1 for National Competitionon Digitalization Robotics & Automation- Industry 4.0 organized by Cll

• Gold trophy in Safety & energy Tier 1 for NationalCompetition on Low cost automation organized by Cll.

43. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules are formpart of the Annual Report.

Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are form part of the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1)of the Act the Annual Report excluding the aforesaid information is being sent to themembers of the Company. The said information is available for inspection on all workingdays during business hours at the Registered Office of the Company. Any memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.

44. GREEN INITIATIVES:

In Compliance with MCA Circular No. 20/2020 dated January 13 2021 readwith circulars dated April 8 2020 April 13 2020 May 5 2020 issued by the Ministry ofCorporate Affairs Notice of the AGM along with the Annual Report 2020-21 is being sentonly through electronic mode to those Members whose email addresses are registered withthe Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 willalso be available on the Company's websitewww.jbm-group.com and websites of the StockExchanges i.e. BSE Limited and National Stock Exchange of India Limited atwww.bseindia.com and www.nseindia.com respectively.

45. LISTING FEES:

The Company's shares are listed on BSE Limited and the National StockExchange of India Limited. In reference to Para 4 above The company has listed its21650000 equity shares issued pursuant to Bonus Issue and received the trading and dealingapproval w.e.f. 21.06.2021.

Further the Company affirms that the annual listing fees for the year2021-22 to both National Stock Exchange of India Limited (NSE) and BSE Limited (BombayStock Exchange) has been paid.

46. GENERAL:

Your Directors state that no disclosure or reporting is required inrespect of the following matters as there were no transactions on these items during theyear under review:

• The Company had not accepted any fixed deposits including fromthe public and as such no amount of principal or interest was outstanding as of theBalance Sheet date.

• The Company had not issued equity shares with differentialrights as to dividend voting or otherwise.

• The Company had not issued shares (including sweat equityshares) to employees of the Company under any scheme save and except Employees' StockOptions Plan referred to in this Report.

• The Company does not have any scheme of provision of money forthe purchase of its own shares by employees or by trustees for the benefit of employees.

• The Managing Director have not received any remuneration orcommission from any of its subsidiaries.

• No significant or material orders were passed by the Regulatorsor Courts or Tribunals which impact the going concern status and Company's operations infuture.

• No fraud has been reported by the Auditors to the AuditCommittee or the Board.

• As on the date of the Report any application is not pendingunder the Insolvency and Bankruptcy Code 2016 and the Company did not file anyapplication under (IBC) during the Financial Year 2020-21.

• During the year under review the Company has not entered in anyone time settlement with any of the Banks/Financial Institutions and therefore therelevant disclosures are not applicable to the Company.

• Cost Audit under Companies (Cost Records and Audit) Rules 2014is not applicable on the Company.

Further your company has passed a Special Resolution for enabling theBoard of Directors for Issue of securities under Section 42 62 and 71 of the Act at 33rdAGM held on 10.09.2020 however due to slowdown in market and continued pandemic spreadthere was no opportunity to access market for raising funds. The said Special Resolutionwas valid for one year. For exploring alternate funding sources it is proposed to passagain the said resolution for raising funds through issuance of Securities in terms ofSection 42 62 and 71 of the Companies Act 2013. The same will be placed before themembers for their approval at the ensuing AGM.

47. ACKNOWLEDGEMENT:

Your Director acknowledge the continued assistance guidance andCo-operation received from Maruti Suzuki India Limited Suzuki Corporation Limited(Japan) Suzuki Motor Gujarat Private Limited and all its other technical partners.

Your Directors also wish to express their sincere appreciation for theassistance and co-operation received from the Banks State Government and CentralGovernment authorities customers vendors and members during the year under review. YourDirectors also wish to place on record their deep sense of appreciation for the committedservices rendered by all the employees of the Company.

For and on behalf of the Board of Directors
Place: New Delhi Sd/-
Date: July 27 2021 S. K. Arya Chairman & Managing Director DIN:00004626

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