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Jay Bharat Maruti Ltd.

BSE: 520066 Sector: Auto
NSE: JAYBARMARU ISIN Code: INE571B01028
BSE 00:00 | 24 Sep 191.50 2.80
(1.48%)
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189.85

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195.25

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182.00

NSE 00:00 | 24 Sep 190.90 1.95
(1.03%)
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189.45

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194.35

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OPEN 189.85
PREVIOUS CLOSE 188.70
VOLUME 11324
52-Week high 269.00
52-Week low 92.50
P/E 16.71
Mkt Cap.(Rs cr) 829
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 189.85
CLOSE 188.70
VOLUME 11324
52-Week high 269.00
52-Week low 92.50
P/E 16.71
Mkt Cap.(Rs cr) 829
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 Third Annual Report on business andoperations of your Company together with the Audited Financial Statements for theFinancial Year ended 31st March 2020.

1. FINANCIAL SUMMARY:

The highlights of the standalone and consolidated financial statements of your Companyfor the year ended 31st March 2020 along with the previous year's figures are given asunder:

Rs. In Crore

Particulars Year ended 31.03.2020 Year ended 31.03.2019 Year ended 31.03.2020 Year ended 31.03.2019
Standalone Consolidated
Total Income 1659.41 1996.97 1659.41 1996.97
Earnings before interest depreciation tax and amortization (EBIDTA) 142.74 177.50 142.74 177.50
Finance Cost 38.08 34.33 38.08 34.33
Depreciation 62.52 61.49 62.52 61.49
Profit for the period before share of profit of joint venture 42.14 81.68 42.14 81.68
Share of profit of joint venture - - 0.26 (0.12)
Profit before Tax 42.14 81.68 42.40 81.56
Tax Expense 14.12 29.51 14.17 29.51
Profit after Tax 28.02 52.17 28.23 52.05
Retained Earnings:
Balance at the beginning of the Year 357.35 311.52 357.35 311.52
Profit for the Year 28.02 52.17 28.23 52.05
Other Comprehensive Income arising from remeasurement of defined benefit Obligation 0.62 0.18 0.62 0.18
Payment of dividend on equity shares (5.41) (5.41) (5.41) (5.41)
Corporate Dividend Tax paid (1.11) (1.11) (1.11) (1.11)
Balance at the end of the year 379.47 357.35 379.68 357.23

2. STANDALONE FINANCIAL HIGHLIGHTS:

Your Company recorded total Income of Rs. 1659.41 Crores during the financial year2019-20 as compared to Rs. 1996.97 Crores in the previous year showing a decrease of16.90%. The EBIDTA has gone down by 19.58% during the financial year 2019-20 due to lowervolumes. The Profit Before Tax for the financial year 2019-20 amounts to Rs.42.14 Croresas against Rs. 81.68 Crores for the previous year showing a decrease of 48.41%.The profitafter tax has gone down in the financial year 2019-20 to Rs. 28.02 Crores as compared toRs. 52.17 Crores in the previous year showing a decrease of 46.29%. Profits for the yearare low due to loss of sales w.e.f. 23rd March 2020 due to pandemic spread of Covid-19Further due to higher fixed cost and delay in launch of model produced at plant atGujarat there were lower sales for the period ended 31st March 2020.

3. COVID-19

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lockdowns of all economic activity. The year thatstarted with weak demand owing to slow-down in Auto sector and other segments along withliquidity squeeze ended with the global economy coming to an indeterminate standstillfollowing the outbreak of COVID-19. Furthermore the Government's decision to put thecountry into full lockdown during the latter phase of the fourth quarter had a majorimpact on the Company. In enforcing social distancing to contain the spread of thedisease our plants and offices all over India were shut down for extended period oftimes. We at JBM has closely monitored the situation and with commitment taken allrelevant steps to safeguard the JBM family from getting exposed to this virus. A COVIDtaskforce has been setup in the corporate office and at each workplace to keep a track ofall developments and suggest relevant precautionary actions to be taken at all our officesand plants PAN India.

After getting permission to start our production from concerned authorities wepartially resumed our production operations from 12th May 2020 after performingmaintenance check and sanitization of all Plant & Machinery(ies) premises equipmentsetc with limited workforce. All the facilities are now operational with capacityutilization of more than 60% capacity plants are being run effectively to optimize cost.

The Company has been operating at low capacity from Unlock 1.0 hence there has beencorresponding loss in production and business during the period. Operational activitieshave drastically decreased however presently we are able to operate the plant by morethan 60% capacity. We expect to partly recover from the impact of shutdown this fiscalyear. The Company envisages a reduction of turnover and profitability this financial yearas compared to last year figures to the extent of production loss due to Lockdown effects.Further The Company's capital and Banking facilities remain intact and the Company is incomfortable liquidity position to meet its financial and other commitments. In view of therecent announcement on dated March 22 2020 and May 22 2020 by RBI on benefits owing toCOVID 19 situation in the country the Company has availed the moratorium period on TermLoan and extended its repayment by 6 months i.e. 1st March 2020 to 31st August 2020 tomaintain the smooth cash flow of the company. Further the company has postponed anddeferred most of its capex requirements except those capex which are essential for itsgrowth to ensure that the safety and sustainability of the business is not affected andsuch deferment of capex has not created any negative impact to the growth of the Company.The expenses incurred on development of new products are also on track.

The Company is taking utmost care of its staff and work force like sanitisation socialdistancing mandatory mask wearing thermal check at the gate maintaining proper hygiene.Company has achieved its purpose of social distancing and benefitted through ArtificialIntelligence (AI) in regard to combat spread of pandemic by way of creating awarenessamong employees maintaining social distancing at work premises without manual monitoring.AI Cameras has been installed at premises shop floor entry gates of the company tocapture images and checking temperatures of employees through thermal scanner withoutmanual intervention. AI cameras also send alerts for violations in social distancing thusno manpower is required to monitor social distancing.

4. DIVIDEND AND APPROPRIATION:

(A) DIVIDEND

Your Directors have recommended a dividend of ' 1.25 per equity share for the financialyear ended 31st March 2020 amounting to ' 2.70 Crores.

The final dividend once approved by the shareholders in their ensuing Annual GeneralMeeting will be paid to members whose name appear in the Register of Members as on 02ndSeptember 2020 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 out to theirregistered addresses once the postal facility is available.

Members may note that the Income Tax Act 1961 as amended by the Finance Act 2020mandates that dividends paid or distributed by a Company after April 1 2020 shall betaxable in the hands of shareholders. The Company shall therefore be required to deducttax at source (TDS) at the time of making the payment of final dividend at the rates asspecified in the Notice to the AGM. However no tax shall be deducted if the totaldividend amount to be received by them during F.Y. 2020-21 does not exceed Rs. 5000 andalso in cases where shareholders provide Form 15G/Form 15H subject to conditions specifiedin the Act

(B) APPROPRIATION

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

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the SEBI (Listing Obligations and disclosure Requirements) Regulations2015 ("Listing Regulations") the Management Discussion and Analysis report isgiven separately and forming part of the Annual Report.

6. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with Indian Accounting Standard (IND AS) -110 on Consolidated FinancialStatements read with Indian Accounting Standard (IND AS)- 28 on Investments in Associatesand Joint Ventures the audited consolidated financial statements are provided in theannual report.

The Consolidated Financial Statements together with the Auditors' Report thereon formspart of this Annual Report. Pursuant to provision of Section 129 (3) of the Companies Act2013 ("the Act") 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.

7. CREDIT RATING:

ICRA has reaffirmed its credit rating of A1 for short term instruments which is thehighest rating for credit quality and the rating for long term debt Instruments is A+ andindicating the outlook on the long term rating as "Stable".

8. QUALITY:

Your Company has implemented International Quality Management System based on therequirement of IATF 16949:2016. The Company has established implemented and ismaintaining an Information Security Management System. During the year ISO 14001surveillance was carried out by M/s American System Registrar LLC and the auditorsrecommended the continuation of the ISO 14001. Apart from the above your Company is alsoOHSAS-18001:2007 ISO-14001:2015 and IATF 16949:2016 certified.

9. HUMAN RESOURCES:

At JBML we understand that it is of the foremost importance to assess and identify thePotential of Human Capital. In order to face current challenging environment we need toequip ourselves with the power of Technology and Innovation. Your company is makingEffective use of Artificial Intelligence Machine Learning Digitalization and peopleempowerment. Various learning programs like VLFM (Visionary Leaders for Manufacturing)MDP (Management Development Programs) SDP (Supervisory Development Program) & TTT(Train the Trainer) were strengthened with the commitment of making Human Capital futureready and grooming them for future leadership. Your company also started a Program by thename "Joyful body & Mind" (JBM). We appointed a Yogacharya as the"Happiness & Wellness Coach". We are regularly conducting various sessionsacross locations. This is targeted to encourage employees in leading a healthy andfulfilling happy life. This has become even more relevant during the ongoing COVID-19pandemic.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

• Mr. Nishant Arya (DIN 00004954) will retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Board ofDirectors recommend his re-appointment. A brief profile and other details as requiredunder Regulation 36 of Listing Regulations are provided in the notice of 33rd AnnualGeneral Meeting of the Company.

• Mrs. Pravin Tripathi (DIN 06913463) has been appointed as Independent WomanDirector of the Company w.e.f. 10th July 2019 for a period of Five years.

• Your Company at the 31st Annual General Meeting held on 04th September 2018had appointed Mr. Dhanendra Kumar as Independent Directors of the Company for a period of5 (five) consecutive years w.e.f. 16.07.2018 to 15.07.2023. Pursuant to Regulation 17(1A)of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations2018 ("Amendment Regulations 2018") Mr. Dhanendra Kumar on attaining the ageof 75 (seventy five) years on 06th June 2021 during the above term of appointment thecontinuation of such appointment as an Independent Non-Executive Director after attainingthe age of 75 years will be requiring requisite approval from shareholders as required inthe Amendment Regulations 2018 which is placed for approval of shareholders in ensuingAnnual General Meeting.

• The Shareholders are hereby informed that at 31st Annual General Meeting (AGM)of the Company held on 04th September 2018 ('Original Resolution') had appointed Mr. S.K. Arya as Managing Director of the Company for further period of 5(Five) years witheffect from 10.06.2018 to 09.06.2023 on the terms and conditions and remuneration asapproved by shareholders

Due to inadequacy of profits remuneration paid to Mr. S. K. Arya Managing Director ofthe Company exceeds the overall managerial remuneration as specified in Section 197 ofthe Companies Act 2013 however it is paid in pursuance of Section II of Part II ofSchedule V of the Companies Act 2013 and within terms of Special Resolution passed by theShareholders in their 31st AGM held on 04.09.2018. Further pursuant to Section II of PartII of Schedule V of the Act your Board of Directors in their meeting held on 21stJanuary 2020 has approved the revision in period of appointment from 5 years to 3 yearswhich is placed for approval of shareholders in ensuing Annual General Meeting.

Key Managerial Personnel

There is no change in the Key Managerial Personnel of the Company during the year2019-20.

11. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given a declaration confirming that theymeet the criteria of independence as prescribed under Section 149(6) of the Act and theListing Regulations.

The terms of appointment of Independent Directors may be accessed on the Company'swebsite at the link: www.jbm-group.com

12. PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act Regulation 17(10) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the Guidance Note on BoardEvaluation issued by the SEBI dated January 05 2017 the Board has carried out the annualperformance evaluation of its own performance Directors' individually as well asevaluation of its Committees. The evaluation criteria inter-alia covered various aspectsof the Board functioning including its composition attendance of Directors participationlevels bringing specialized knowledge for decision making smooth functioning of theBoard and effective decision making.

The performance of individual Directors was evaluated on parameters such as level ofengagement and contribution independence of judgment and safeguarding the interest of theCompany etc. The Directors expressed their satisfaction with the evaluation process.

13. NOMINATION & REMUNERATION POLICY:

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

14. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Act your Directors to the bestof their knowledge and belief and based on recommendation and compliance certificatereceived from the operating management and after enquiry pursuant to Section 134(5)confirm that:

(a) In the preparation of the Annual Accounts for the year ended 31st March 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied consistently and judgmentsand estimates are made which were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2020 and of the profit orloss of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) The financial statements for the financial year ended 31st March 2020 have beenprepared on a 'going concern' basis;

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

(f) The systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively.

15. BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the financial year 2019-20 4 (Four) Board meetings were held. The details ofmeetings including dates of meetings indicating the number of meetings attended by eachdirector are given in the Corporate Governance Report. The intervening gap between twoBoard Meetings did not exceed 120 days.

The 32nd Annual General Meeting (AGM) of the Company was held on 14th September 2019.

16. CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance along with a certificate from Ms. Sunita Mathur (FCS 1743) aPracticing Company Secretary regarding compliance of the conditions of corporategovernance is appended with this report and the same forms part of the Annual Report.

17. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered during the year were in the ordinary course ofbusiness and on arm's length basis.

Prior Omnibus approval is obtained on an annual basis from the Audit Committee for therelated party transactions which are foreseen and repetitive in nature. A statement of allrelated party transactions are placed before the Audit Committee on quarterly basis forreview.

The Policy on 'materiality of and dealing with related party transactions' as approvedby the Board may be accessed on the Company's website at the link: www.jbm-group.com

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

18. CORPORATE SOCIAL RESPONSIBILITY:

In compliance of the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has constituted aCorporate Social Responsibility Committee ('CSR Committee'). The detailed terms ofreference of the Corporate Social Responsibility Committee is provided in the Report onCorporate Governance. In pursuit of the responsibilities entrusted to the CSR Committee apolicy on Corporate Social Responsibility has been prepared and approved by the Boardwhich may be accessed on the Company's website at the link: www.jbm-group.com .

Annual Report on CSR activities of the Company in format prescribed in Companies(Corporate Social Responsibility Policy) Rules 2014 is attached herewith and marked asAnnexure -II.

19. RISK MANAGEMENT:

The Board of Directors has constituted Risk Management Committee to identify elementsof risk in different areas of operations. The Company has developed and implemented a riskmanagement policy for identifying the risk associated with business of the Company andmeasures to be taken to mitigate the same. The details of Risk Management Committee areincluded in the Report on Corporate Governance.

20. INTERNAL FINANCIAL CONTROLS:

Your Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. These controls ensure transactions are authorized recordedand reported correctly and assets are safeguarded and protected against loss fromunauthorized use or disposition. In addition there are operational controls and fraudrisk controls covering the entire spectrum of internal financial controls. Company has inplace Standard Operating Procedures and other software for all its critical businessprocesses in strengthening the internal financial controls and accurate reporting ofoperational and financial data.

The Company has appointed M/s Mehra Goel & Co. Chartered Accountants New Delhi asInternal Auditors to carry out internal audits. Further the Company has centralizedInternal Audit Department headed by senior CA professional who is coordinating withInternal Audit and ensures that observations of the auditors are appropriately implementedby respective plants. The Internal Auditors' Reports are regularly reviewed by the SeniorManagement and the Audit Committee of the Board for its implementation and effectiveness.The internal financial control framework design ensures that the financial and otherrecords are reliable for preparing financial and other statements. In addition theCompany has identified and documented the key risks and controls for each process that hasa relationship 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.

21. AUDITORS AND AUDITORS' REPORT:

(A) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit andAuditors) Rules 2014 as amended from time to time M/s Sahni Natarajan & Bahl (FirmRegistration No. 002816N) Chartered Accountants New Delhi had been appointed asStatutory Auditors of the Company in the 30th Annual General Meeting of the Company heldon 18th August 2017 to hold office from the conclusion of 30th Annual General Meetinguntil the conclusion of 35th Annual General Meeting.

Further the Report given by the Statutory Auditors on the financial statement of theCompany is part of the Annual Report. The notes on the financial statement referred to inthe Auditors Report are self-explanatory and do not call for any further comments. Therehas been no qualification reservation or adverse remark or disclaimer in their Report.

(B) SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed Ms. SunitaMathur (FCS 1743) a Practicing Company Secretary as its Secretarial Auditor to conductsecretarial audit of the Company for the financial year 2019-20. The Secretarial AuditReport given by the Secretarial Auditors in Form no. MR-3 is annexed as Annexure-III andforms an integral part of this Report. There is no qualification or adverse remark in thereport.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put inplace a vigil mechanism for Directors Employee and other person dealing with the Companyfor reporting illegal or unethical behaviour actual or suspected fraud or violation ofthe company's Code of Conduct. The mechanism provides for adequate safeguards againstvictimization of Directors employees or other persons who avail of the mechanism. Inexceptional cases Directors and employees have direct access to the Chairman of the AuditCommittee.

The Whistle Blower Policy is available on the Company's website which may be accessedat the link: www.jbm-group.com

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of loans guarantees and investments under the provisions of Section 186 of theAct read with the Companies (Meetings of Board and its Powers) Rules 2014 as on 31stMarch 2020 are given in the notes to the financial statement. During the year underreview the Company has neither given loans guarantee nor provided any security toanyone.

24. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

During the year under review there has been no change in the nature of the business ofthe Company and no material changes have occurred and commitments made affecting thefinancial position of the Company between the end of the financial year of the Companyi.e. 31st March 2020 and the date of this Report i.e. 26th June 2020.

25. DETAIL OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company's Joint venture Company JBM Ogihara Die Tech Pvt. Ltd. started its trialproduction from April 2019. It is manufacturing tandem progressive & transfer diesfor medium to high tensile range of various auto parts for OEMs like Maruti Suzuki IndiaLtd. M&M Escorts Nissan PSA Tata.

Your Company does not have any subsidiary company.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure - IV to this Report.

27. CHANGES IN SHARE CAPITAL:

There has been no change in the capital structure of the Company during the year underreview.

28. TRANSFER OF DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Dividends amounting to ' 454724/- that were unclaimed for a period of seven years weretransferred to the Investor Education and Protection Fund Authority in accordance with theprovisions of the Act. The details of the consolidated unclaimed/unpaid dividend asrequired by the Act read with Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 (hereinafter referred to at"IEPF Rules") for all the unclaimed/ unpaid dividend accounts outstanding (drawnup to the date of 32nd Annual General Meeting on September 14 2019) have been uploadedunder the Company's website:. www.jbm-group.com. Attention is drawn that the unclaimed/unpaid dividend for the financial year 2012-13 is due for transfer to IEPF. In view ofthis the Members of the Company who have not yet encashed their dividend warrant(s) orthose who have not claimed their dividend amounts may write to the Company/ Company'sRegistrar and Share Transfer Agent i.e. MCS Share Transfer Agent Ltd.

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

Pursuant to the provisions of the Act read with the IEPF Rules the shares on whichdividends have not been claimed for seven consecutive years have been transferred in favorof IEPF authority. As on date the company had transferred 11740 equity shares in thedemat account of IEPF authority.

30. PREVENTION OF INSIDER TRADING:

The Board has formulated the Code of Practice for Fair Disclosure of Un-Published PriceSensitive Information and the Code of Conduct for regulating monitoring and reporting ofTrading of Shares by Insiders in terms of the SEBI (Prohibition of Insider Trading)Regulations 2015 as amended from time to time ("Regulation"). The Board hasalso formulated and adopted a Policy on Determination of Legitimate Purpose as per theprovisions of the Regulation. The said Code is uploaded on the website of the Company. Theobjective of the Code is to protect the interest of shareholders at large to preventmisuse of any unpublished price sensitive information and to prevent any insider tradingactivity by dealing in shares of the Company by its Directors Designated Persons otheremployees and their immediate relatives.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has always believed in providing a safe workplace to every individualworking in Company's premises through various interventions and practices. The Companyalways endeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment. The Company has in place a robust policy andframework for prevention of sexual harassment at workplace. The policy aims at preventionof harassment of employees as well as contractors and lays down the guidelines foridentification reporting and prevention of sexual harassment. There is an InternalCommittee which is responsible for redressal of complaints related to sexual harassmentand follows the guidelines provided in the policy. The Company has complied withprovisions relating to the constitution of Internal Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act.

Disclosures in relation to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 are provided in Corporate Governance Report.

32. CODE OF CONDUCT:

In compliance with Regulation 26(3) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and the Companies Act 2013 the Company has framed andadopted Code of Conduct ('the Code'). The code is applicable inter-alia to all DirectorsIndependent Directors and Senior Management of the Company. The Code gives guidance andsupport needed for ethical conduct of business and compliance of law. The code isavailable on the Company's website All the Board Members and the Senior Managementpersonnel have confirmed compliance with the Code as on 31st March 2020. A declaration tothis effect signed by the Managing Director in terms of Listing Regulations form part ofthe Corporate Governance Report.

33. EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT -9 as required under Section 134(3)(a) of theAct read with Rule 12 of the Companies (Management and Administration) Rules 2014 isgiven in Annexure - V to this Report.

34. SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

35. PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are form part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial 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 theAnnual Report excluding the aforesaid information is being sent to the members of theCompany. The said information is available for inspection on all working days duringbusiness hours at the Registered Office of the Company. Any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request.

36. GREEN INITIATIVES:

In Compliance with Circular dated May 5 2020 read with circulars dated April 8 2020and April 13 2020 issued by the Ministry of Corporate Affairs Notice of the AGM alongwith the Annual Report 2019-20 is being sent only through electronic mode to those Memberswhose email addresses are registered with the Company/ Depositories. Members may note thatthe Notice and Annual Report 2019-20 will also be available on the Company's websitewww.jbm-group.com and websites of the Stock Exchanges i.e. BSE Limited and National StockExchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

37. LISTING FEES:

The Company affirms that the annual listing fees for the year 2020-21 to both NationalStock Exchange of India Limited (NSE) and BSE Limited (Bombay Stock Exchange) has beenpaid.

38. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except Employees' Stock Options Plan referred to in this Report.

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

• The Managing Director did not received any remuneration or commission from anyof its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

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

Further your company has passed a Special Resolution for proposal of Issue ofsecurities under Section 42 62 and 71 of the Act at 32nd AGM held on 14.09.2019 due toCovid-19 there has been drastic slowdown in market and operations of the company wereshut for more than two months. Further because of lower volumes to meet the workingcapital requirements and 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.

39. BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations the BusinessResponsibility Report (BRR) on initiatives taken from an environmental social andgovernance perspective in the prescribed format is available as a separate section of theAnnual Report which is available on the Company's website www.jbmgroup.com

40. ACKNOWLEDGEMENT:

Your Director acknowledge the continued assistance guidance and Co-operation receivedfrom Maruti Suzuki India Limited Suzuki Corporation Limited (Japan) Suzuki Motor GujaratPrivate Limited and all its other technical partners.

Your Directors also wish to express their sincere appreciation for the assistance andco-operation received from the Banks State Government and Central Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services rendered byall the employees of the Company.

.