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JBM Auto Ltd.

BSE: 532605 Sector: Auto
NSE: JBMA ISIN Code: INE927D01044
BSE 00:00 | 08 Aug 429.60 19.20
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NSE 00:00 | 08 Aug 429.65 18.45
(4.49%)
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419.00

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OPEN 422.00
PREVIOUS CLOSE 410.40
VOLUME 11838
52-Week high 675.98
52-Week low 164.00
P/E 32.37
Mkt Cap.(Rs cr) 5,080
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 422.00
CLOSE 410.40
VOLUME 11838
52-Week high 675.98
52-Week low 164.00
P/E 32.37
Mkt Cap.(Rs cr) 5,080
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JBM Auto Ltd. (JBMA) - Director Report

Company director report

To the Members

Your Directors present the Annual Report of JBM Auto Limited (theCompany) along with the audited financial statements for the financial year ended 31stMarch 2021. The consolidated performance of the Company and its subsidiaries has beenreferred to wherever required.

1. FINANCIAL RESULTS

Your Company's financial performance for the year ended 31st March2021 is summarized below:

Rs. In Crores

PARTICULARS STANDALONE CONSOLIDATED
FY21 FY20 FY21 FY20
Revenue from operations 1965.59 1946.73 1982.04 1946.73
Other Income 13.02 15.41 11.97 15.41
Total Income 1978.61 1962.14 1994.01 1962.14
Profit Before Interest Taxes and Depreciation and Amortization 214.24 245.60 216.08 245.60
Less: Depreciation 75.56 73.85 75.73 73.85
Less: Finance Cost 56.64 64.27 55.38 64.27
Profit for the period before share of profit in associate and joint venture 82.05 107.48 84.98 107.48
Share of profit of associate and joint venture 0.00 0.00 (6.93) 0.17
Profit Before Tax 82.05 107.48 78.05 107.65
Tax Expense 29.13 38.00 28.75 38.43
Profit for the period for continuing operations 52.92 69.47 49.30 69.22
Other Comprehensive Income for the year (0.48) 0.00 1.07 (0.03)
Total Comprehensive Income for the year 52.44 69.47 50.37 69.19
Less: Non-Controlling Interest 0.00 0.00 0.00 0.00
Total Comprehensive Income attributable to the owners of the Company 52.44 69.47 50.37 69.19

2. FINANCIAL HIGHLIGHTS

On Standalone Basis

During FY21 the Company's revenue from operations is Rs. 1965.59crores as against Rs. 1946.73 crores in the previous year thereby increase of 0.97% asagainst the industry down by 13.95%. This is represented by the strong growth in OEMdivision by 92.33%.

The profit before tax is Rs. 82.05 crores in FY21 as against Rs. 107.48crores in the previous year thereby decreased of 23.66%.

On Consolidated Basis

In compliance with the applicable provisions of the Companies Act 2013including the Accounting Standard Ind AS 110 on Consolidated Financial Statements thisAnnual Report also includes Consolidated Financial Statements for FY21.

The Company's consolidated revenue from operations is Rs. 1982.04crores as against Rs. 1946.73 crores in the previous year thereby increase of 1.81%against the industry down by 13.95%. This is represented by the strong growth in OEMdivision by 92.1%.

The profit before tax for the year stood at Rs. 78.05 crores as againstRs. 107.65 crores in the previous year thereby decreased of 27.50%.

Your Company has taken several steps to reduce the cost and increaseits market share in all products.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

The Board has recommended a final dividend of Rs. 1.50 (i.e. 30%) perequity share on fully paid-up equity shares of Rs. 5 each on equity share capital for thefinancial year ended 31st March 2021.

The payment of dividends is subject to the approval of the shareholdersat the ensuing 25th Annual General Meeting (AGM) of the Company and will be paid to thosemembers whose name will be appearing in the register of members as on the cut-off datei.e. 23rd September 2021.

(B) Appropriation

No amount has been transferred to the General Reserve for the financialyear ended 31st March 2021.

4. CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of the business of the Company duringthe financial year ended 31st March 2021.

5. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to'Meetings of the Board of Directors' and 'General Meetings' respectively have been dulycomplied by your Company except the exemptions/ relaxations granted by Ministry ofCorporate Affairs (mCa) due to COVID 19 pandemic.

6. MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financialposition of the Company which have occurred between the end of FY21 and to the date ofthis report.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per the applicable provisions of the Companies Act 2013 read withInvestor Education and Protection Fund (Accounting Audit Transfer and Refund ) Rules2016 ("IEPF Rules") all unclaimed dividends are required to be transferred bythe Company to the IEPF after completion of 7 (seven) years. Further according to IEPFRules the shares on which dividend has not been claimed by the shareholders for 7 (seven)consecutive years or more shall be transferred to the demat account of the IEPF Authority.The details relating to amount of dividend transferred to the IEPF and correspondingshares on which dividends were unclaimed for seven (7) consecutive years are available onthe website of the Company at www.jbmgroup.com/investor.

8. HUMAN RESOURCES

The overall satisfaction of the employees of the Company is high.Employees continued to take charge through collaborative approach and rigorous thinkingwhich become possible through effective HR policies and its religious implementation. Theemployee's relations were peaceful and harmonious throughout the year.

9. SHARE CAPITAL AND LISTING OF SHARES

The authorized share capital of the Company is Rs. 136 crores andsubscribed & paid-up equity share capital of the Company is Rs. 23.65 crores.

The Company's equity shares are listed on the National Stock Exchangeof India Ltd. (NSE) and BSE Limited (BSE). The equity shares are actively traded on NSEand BSE and have not been suspended from trading.

10. SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

A statement containing the salient features of financial statements ofsubsidiaries/ joint venture(s)/ associate companies of the Company in the prescribed FormAOC - 1 forms a part of Consolidated Financial Statements (CFS) in compliance with Section129(3) and other applicable provisions if any of the Act read with Rule 5 of theCompanies (Accounts) Rules 2014 as amended.

The said Form also highlights the financial performance of each of thesubsidiaries/ joint venture(s)/ associate companies included in the Consolidated FinancialStatement of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules 2014 asamended.

In accordance with Section 136 of the Act the financial statements ofthe subsidiary and associate companies are available for inspection by the members at theRegistered Office of the Company during business hours on all days except SaturdaysSundays and public holidays upto the date of the AGM. Any member desirous of obtaining acopy of the said financial statements may write to the Company Secretary at the RegisteredOffice of the Company.

The Company has formulated a policy for determining materialsubsidiaries. The policy may be accessed on the website of the Company atwww.jbmgroup.com/investor.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Pursuant to Sections 149 152 and other applicable provisions of theCompanies Act 2013 one-third of such of the Directors as are liable to retire byrotation shall retire by rotation every year and if eligible offer themselves forre-appointment at every Annual General Meeting (AGM) Consequently Mr. Nishant Aryaretires by rotation and being eligible offers himself for re-appointment. A resolutionseeking shareholders' approval for his re-appointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act the independentdirectors have submitted declarations that each of them meet the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations"). There has been no change in the circumstances affectingtheir status as independent directors of the Company.

During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees and reimbursement of expenses incurred if any. None of the Directors of the Companyare disqualified under Section 164(2) of the Companies Act 2013 and rules made thereunder.

On the recommendation of the Nomination & Remuneration Committeeand as approved by Board of Directors Members of the Company at Annual General Meetingheld on 12th December 2020 have re-appointed Mr. Sandip Sanyal (DIN: 07186909) asWhole-time Director and designated as an "Executive Director" of the Company fora period of 1 (One) year w.e.f. 18th May 2020.

Mr. Sandip Sanyal was re-appointed as Whole-time Director anddesignated as the 'Executive Director' under the category of Key Managerial Personnel ofthe Company from 18th May 2021. The appointment of Mr. Sandip Sanyal as Whole-timeDirector and designated as the 'Executive Director' under the category of Key ManagerialPersonnel is subject to the shareholders' approval in the 25th Annual General Meeting.

Mr. Nishant Arya was appointed as Managing Director (Key ManagerialPersonnel) designated as Vice-Chairman and Managing Director of the Company from 18th May2021. The appointment of Mr. Nishant Arya as Managing Director (Key Managerial Personnel)designated as Vice-Chairman and Managing Director of the Company is also subject to theshareholders' approval in the 25th Annual General Meeting.

Mr. Jagdish Saksena Deepak was appointed as Additional Director (in thecategory of Independent Director) on 23rd June 2021. The appointment of Mr. JagdishSaksena Deepak as Independent Director is also subject to the shareholders' approval inthe 25th Annual General Meeting.

Key Managerial Personnel (KMP) as on 31st March 2021

Pursuant to the provisions of Sections 2(51) and 203 of the CompaniesAct 2013 read with rules made thereunder following persons are designated as KeyManagerial Personnel (KMP) of the Company:

(a) Mr. Sandip Sanyal - Executive Director
(b) Mr. Vivek Gupta - Chief Financial Officer & Company Secretary

Further no changes took place in KMP in the FY 2020-21.

12. COMPLIANCES UNDER COMPANIES ACT 2013

(i) Meetings of the Board

During FY214 (Four) Board Meetings were held through videoconferencing/ other audio visual means. For details thereof kindly refer to the CorporateGovernance Report forming part of this Annual Report.

(ii) Audit Committee

Detailed information of the Audit Committee is provided in the Reporton Corporate Governance forming part of this Annual Report.

(iii) Annual General Meeting

During FY21 Annual General Meeting of the Company was held onSaturday 12th December 2020 through video conferencing/ other audio visual means (VC/OAVM).

(iv) Committees of the Board

The details pertaining to the composition of the Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee CorporateSocial Responsibility Committee and Risk Management Committee are included in theCorporate Governance Report forming part of this Annual Report.

(v) Company's Policy on Appointment and Remuneration of Directors

The criteria for determining qualifications positive attributes andindependence in terms of the Companies Act 2013 and the rules made thereunder both inrespect of independent and the other directors as applicable has been approved by theNomination and Remuneration Committee. The Board is well diversified and have balance ofskills experience and diversity of perspectives appropriate to the Company.

All directors other than independent directors and whole-timedirector are liable to retire by rotation. One-third of the directors who are liable toretire by rotation retire every year in the AGM and are eligible for re-election.

The Company's policy relating to nomination and remuneration ofdirectors key managerial personnel and other employee can be accessed at our website atwww.jbmgroup.com/investor.

(vi) Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of its knowledge and ability confirm that they:

i. have followed in the preparation of Annual Accounts for FY21 theapplicable Accounting Standards and no material departures have been made for the same;

ii. have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2021and of the profit of the Company for the year ended on that date;

iii. have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

v. have laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and were operatingeffectively; and

vi. have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the Company's internal financial controls wereadequate and effective during FY21.

(vii) 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 Companies Act 2013 ("the Act") and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The terms of appointment of Independent Directors may be accessed onthe Company website at www.jbmgroup.com/investor.

(viii) Related Party Transactions

All contracts/ arrangements/ transactions etc. entered into by theCompany with related parties were in ordinary course of business and on arm's lengthbasis.

All transactions with related parties were reviewed and approved by theAudit Committee and are in accordance with the Policy on dealing with and materiality ofrelated party transactions formulated by the Company.

The details of the related party transactions as per Indian AccountingStandards (IND AS) - 24 are set out in Notes to the Standalone and Consolidated FinancialStatements of the Company.

Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 is set out in the AnnexureI to this report.

(ix) Extract of Annual Return

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return for the FY2020-21 of the Company is available on the website of the Company atwww.jbmgroup.com/investor.

(x) Auditors and Auditor's Report

(a) Statutory Auditors

M/s. Sahni Natarajan & Bahl Chartered Accountants (FirmRegistration No. 002816N) were appointed as Statutory Auditors of the Company at the 21stAGM held on 18th August 2017 to hold office for a period of 5 (five) consecutive yearsfrom the conclusion of 21st AgM till the conclusion of the 26th AGM.

The requirement to place the matter relating to appointment of auditorsfor ratification by members at every AGM has been done away by the Companies (Amendment)Act 2017 with effect from 07th May 2018. Accordingly no resolution is being proposedfor ratification of appointment of statutory auditors at the ensuing AGM.

M/s. Sahni Natarajan & Bahl Chartered Accountants have confirmedthat they are not disqualified from continuing as Auditors of the Company.

The Auditors have issued an unmodified opinion on the financialstatements for the financial year ended 31st March 2021.

(b) Secretarial Auditors

In terms of Section 204 of the Companies Act 2013 and rules madethereunder Mr. Dhananjay Shukla Practicing Company Secretary (CP No. 8271) was appointedto conduct the Secretarial Audit of the Company for the financial year 2020-21. He hasconfirmed that he is eligible for the said appointment.

The observation made by Secretarial Auditors are self-explanatory innature and does not call for any further comments.

The Secretarial Audit Report for FY21 is annexed to this Report as AnnexureII.

(c) Internal Audit

In terms of the provisions of Section 138 read with Companies(Accounts) Rules 2014 and other applicable provisions if any of the Companies Act 2013and on the recommendation of the Audit Committee the Board of Directors of the Company intheir meeting held on 30th June 2020 have appointed Mr. Amol Modak Chartered Accountantand external agency as Internal Auditors of the Company to perform the internal audit forFY20-21.

(d) Cost Audit

Mr. M Krishnaswamy Cost Accountant was appointed to conduct the auditof cost records of the Company for FY21 by the Board of Directors of the Company in theirmeeting held on 30th June 2020.

(xi) Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policyof the Company as adopted by the Board and the initiatives undertaken by the Company onCSR activities during the year under review are set out in Annexure III of thisreport in the format prescribed in the Companies (Corporate Social Responsibility Policy)Rules 2014 including any subsequent amendment thereto. For other details regarding theCSR Committee please refer to the Corporate Governance Report which forms part of thisAnnual report.

CSR Policy

The CSR Policy including a brief overview of the projects or programsundertaken can be accessed at the Company's website at www.jbmgroup.com/investor.

CSR Committee

The CSR Committee comprises of Mr. Surendra Kumar Arya as Chairman Mr.Nishant Arya and Mr. Mahesh Kumar Aggarwal as other members of the Committee. TheCommittee inter-alia reviews and monitors the CSR activities of the Company.

(xii) Conservation of Energy Technology Absorbtion and ForeignExchange Earnings and Outgo

Information pursuant to conservation of energy technology absorptionand foreign exchange earnings and outgo as required to be disclosed under the CompaniesAct 2013 is annexed as Annexure IV and forms part of this report.

(xiii) Nomination and Remuneration Policy

The policy for selection of directors and determining director'sindependence and the remuneration policy for directors key managerial personnel &other employees can be accessed at our website at www.jbmgroup.com/investor.

(xiv) Particulars of Loans Guarantees and Investments

Particulars of loans guarantees and investments under Section 186 ofthe Companies Act 2013 as at the end of FY21 have been disclosed in the financialstatements.

13. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act Regulation 17(10) of ListingRegulations and the Guidance Note on Board Evaluation issued by the SEBI dated 05thJanuary 2017 the Board has carried out the annual performance evaluation of its ownperformance Directors' individually as well as evaluation of its Committees. Theevaluation criteria inter-alia covered various aspects of the Board functioningincluding its composition attendance of Directors participation levels bringingspecialized knowledge for decision making smooth functioning of the Board and effectivedecision making.

The performance of individual Directors were 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.

14. REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND PARTICULARSOF EMPLOYEES

The remuneration paid to the directors is in accordance with theNomination and Remuneration Policy formulated in accordance with Section 178 of the Actand Regulation 19 of Listing Regulations [including any statutory modification(s) orre-enactment(s) thereof for the time being in force].

The Company's policy relating to remuneration of directors keymanagerial personnel and other employee are can be accessed at our website atwww.jbmgroup.com/investor.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSEWHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors Secretarial Auditors Cost Auditors andInternal Auditors of the Company have not reported any frauds to the Audit Committee or tothe Board of Directors under Section 143(12) of the Companies Act 2013 including rulesmade thereunder.

16. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with theprovisions of Corporate Governance as prescribed under Listing Regulations. A separatesection on Corporate Governance forming a part of this Annual Report and requisitecertificate from Mr. Dhananjay Shukla Practicing Company Secretary confirming compliancewith conditions of Corporate Governance is attached to the report on Corporate Governance.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Listing Regulations the Management Discussion and Analysisreport is given separately and forming part of this Annual Report.

18. INSIDER TRADING POLICY

During the year under review the Company reviewed compliance with theprovisions of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations 2015with respect to "Institutional Mechanism for Prevention of Insider trading" andfound the systems for internal control are adequate and are operating effectively inaccordance with the amendments to the applicable provisions of SEBI (Prohibition ofInsider Trading) Regulations 2015. The Policy is available on the website of the Companyat www.jbmgroup.com/investor.

19. RISK MANAGEMENT

The Company has a well-defined process in place to ensure appropriateidentification and mitigation of risks. Risk identification exercise is inter-woven withthe annual planning cycle which ensures both regularity and comprehensiveness. The Companyhas effectively managed and identified the risks at strategic business operational andprocess levels. Accordingly formulating the mitigation plans and actions for theidentified risks which are driven by senior leadership.

The key strategic business and operational risks which are significantin terms of their impact to the overall objectives of the Company along with status of themitigation plans are periodically presented and discussed in the Board and Audit Committeemeetings. Inputs from the Audit Committee and Internal Auditors are duly incorporated inthe action plans. All significant risks mitigation plans are well integrated withfunctional and business plans and are reviewed on a regular basis by the seniorleadership.

There are no risks which in the opinion of the Board threaten theexistence of the Company.

20. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Corporate Governance Policies guide the conduct of affairs of yourCompany and clearly delineates the roles responsibilities and authorities at each levelof its governance structure and key functionaries involved in governance. The Code ofConduct for Senior Management and Employees of your Company (the Code of Conduct) commitsManagement to financial and accounting policies systems and processes. The RiskManagement Policy and the Code of Conduct stand widely communicated across your Company atall times.

Your Company's financial statements are prepared on the basis of thesignificant accounting policies that are carefully selected by Management and approved bythe Audit Committee and the Board. These accounting policies are reviewed and updated fromtime to time.

Your Company uses SAP ERP systems as a business enabler and to maintainits books of account. The transactional controls built into the SAP ERP systems ensureappropriate segregation of duties appropriate level of approval mechanisms andmaintenance of supporting records. The systems standard operating procedures and controlsare reviewed by management. These systems and controls are audited by Internal Auditor andtheir findings and recommendations are reviewed by the Audit Committee which ensures theimplementation.

Based on the results of such assessments carried out by management noreportable material weakness or significant deficiencies in the design or operation ofinternal financial controls was observed.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism through its Whistle Blower Policyapproved and adopted by Board of Directors of the Company in compliance with theprovisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations.

The mechanism covers any instances of financial irregularities breachof code of conduct abuse of authority disclosure of financial/ price sensitiveinformation unethical/ unfair actions concerning Company vendors/ suppliers mala-fidemanipulation of Company records discrimination to the Code of Conduct in an anonymousmanner.

The Policy also provides protection to the employees and businessassociates who report unethical practices and irregularities. Any incidents that arereported are investigated and suitable action is taken in line with the Whistle BlowerPolicy.

The Whistle Blower Policy of the Company can be accessed at website ofthe Company at www.jbmgroup.com/investor.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has formulated a Policy on Prevention of Sexual Harassmentat Workplace for prevention prohibition and redressal of sexual harassment at workplacein accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

The Company is committed to providing a safe and conducive workenvironment to all of its employees and associates.

The Company periodically conducts sessions for employees across theorganization to build awareness about the Policy and the provisions of Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

No Complaint of sexual harassment was received during FY21 by theCompany and the policy is available on www.jbmgroup.com/investor.

23. MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors of your Company met on 23rd March 2021without the presence of the Non-Independent Director or any other Management Personnel.The Meeting was conducted in an informal and flexible manner to enable the IndependentDirectors to discuss matters pertaining to inter-alia review of performance ofNon-Independent Directors and the Board as a whole review the performance of the Chairmanof the Company (taking into account the views of the Executive and Non-ExecutiveDirectors) review the performance of the Company assess the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. The meetingwas attended by all the Independent Directors.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review no significant or material orders werepassed by the Regulators or Courts or Tribunals which impact the going concern status andCompany's operations in future.

25. PUBLIC DEPOSITS

During the year your Company did not accept any public deposits underChapter V of the Companies Act 2013 and as such no

amount on account of principal or interest on public deposits wasoutstanding as of 31st March 2021.

26. EMPLOYEES STOCK OPTION PLANS/ SCHEMES

No Employee Stock Options were granted to the Directors or Employees ofthe Company during the financial year ended on 31st March 2021.

27. 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 and Remuneration of Managerial Personnel) Rules2014 are form part of this Annual Report.

However as per first proviso to Section 136(1) of the Act the AnnualReport excluding the aforesaid information is being sent to the members of the Company.The said information is available for inspection at the registered office of the Companyduring working hours and any member interested in obtaining a copy of such information maywrite to the Company Secretary at the registered office of the Company and the same willbe furnished without any fee.

28. INDUSTRIAL RELATIONS

Your Company's focus continues towards propagating proactive andemployee centric practices. The transformational work culture initiative which aims tocreate an engaged workforce with an innovative productive and competitive shop-floorecosystem continues to grow in strength. In order to develop skills and fostertogetherness at the workplace your Company rolled out multiple training and engagementprograms covering a wide range of topics viz. positive attitude stress managementcreativity team effectiveness safety and environment quality tools skill buildingprograms customer focus and Code of Conduct.

Significant emphasis was also laid towards raising awareness on healthand wellness of employees through annual medical check-ups health awareness activitiesand online yoga sessions.

Proactive and employee-centric shop floor practices a focus ontransparent communication of business goals an effective concern resolution mechanismand a firm belief that employees are the most valuable assets of the Company are thecornerstones of your Company's employee relations approach. The industrial relationsscenario continued to be positive across all manufacturing locations.

29. AWARDS & RECOGNITIONS

During the year the Company had received various awards andrecognitions which have been described in Management Discussion and Analysis Reportforming part of this Annual Report.

30. 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 (AI).

However 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. However 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 AI initiatives attendance are markedwith facial recognition temperatures checks and auto check of Aarogya Setu andvaccination status are done at entry gates. Alert based detection travel check duringlockdown period masking in camera for person movement were done through AI. Quarantinearea was made for emergency situations under the superintendence of separate covid teamincluding medical professionals.

31. OTHER STATUTORY DISCLOSURES FOR THE PERIOD UNDER REVIEW

a. No equity shares were issued with differential rights as todividend voting or otherwise.

b. No Sweat Equity shares were issued.

c. No employee stock options were issued.

d. The details of application made or any proceeding pending under theInsolvency and Bankruptcy Code 2016 during the year along with their status as at the endof the financial year - No application made or any proceeding pending during the financialyear 2020-21.

e. During the year under review the Company has not entered in any onetime settlement with any of the Banks/ Financial Institutions and therefore the relevantdisclosures are not applicable to the Company

APPRECIATION

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.

The Board of Directors would like to express their sincere appreciationfor assistance and co-operation received from vendors and stakeholders includingfinancial institutions banks Central and State Government authorities customers andother business associates who continued to extend their valuable support during the yearunder review.

For and on behalf of the Board of Directors of
Sd/- JBM Auto Limited Sd/-
Sandip Sanyal Mahesh Kumar Aggarwal
Executive Director Director
DIN: 07186909 DIN:00004982
Place: Gurugram Place: Noida
Date: 11th August 2021 Date: 11th August 2021

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