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JCT Ltd.

BSE: 500223 Sector: Industrials
NSE: JCT ISIN Code: INE945A01026
BSE 00:00 | 29 Jun 3.15 -0.09
(-2.78%)
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NSE 05:30 | 01 Jan JCT Ltd
OPEN 3.20
PREVIOUS CLOSE 3.24
VOLUME 851697
52-Week high 8.28
52-Week low 1.97
P/E 28.64
Mkt Cap.(Rs cr) 274
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.20
CLOSE 3.24
VOLUME 851697
52-Week high 8.28
52-Week low 1.97
P/E 28.64
Mkt Cap.(Rs cr) 274
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JCT Ltd. (JCT) - Director Report

Company director report

#MDStart#

MANAGEMENT DISCUSSION AND ANALYSIS

Dear Members

Your Directors present the 72nd Annual Report on the affairs of the Companytogether with Audited Financial

Statements for the financial year ended 31 st March 2021. The ManagementDiscussion and Analysis is also included in this Report.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

2020-21 2019-20
Revenue from operations 65729.83 69304.84
Other Income 805.72 1582.84
Profit before Finance 7527.55 1317.32
Cost Depreciation and Amortization Expense and Tax
Finance Cost 4600.73 4271.23
Depreciation and amortization Expense 1456.82 1502.51
Profit / (Loss) for the year before tax 1470.00 (4456.42)
Profit / (Loss) for the year after tax 1470.00 (4456.42)
Other Comprehensive Income/(Loss) 102.47 1562.39
Total Comprehensive Profit / (Loss) 1572.47 (2894.03)

2. DIVIDEND

In view of the accumulated losses the directors are unable to recommend anydividend.

3. INDUSTRY STRUCTURE & DEVELOPMENT

The Indian textile industry is one of the largest in the world with a massive rawmaterial and textiles manufacturing base. Our economy is largely dependent on the textilemanufacturing and trade in addition to other major industries. About 27% of the foreignexchange earnings are on account of export of textiles and clothing alone. The textilesand clothing sector contributes about 14% to the industrial production and 3% to the grossdomestic product of the country. Around 8% of the total excise revenue collection iscontributed by the textile industry. So much so the textile industry accounts for aslarge as 21% of the total employment generated in the economy. A textile is the largestsingle industry in India (and amongst the biggest in the world) accounting for about 20%of the total industrial production. It provides direct employment to around 20 millionpeople. Textile and clothing exports account for one-third of the total value of exportsfrom the country. There are 3400 textile mills with a spinning capacity of about 50million spindles. This Industry is providing one of the most basic needs of people andholds importance; maintaining sustained growth for improving quality of life. (Source:fibre2fashion.com)

4. OUT LOOK OF ECONOMY

GLOBAL ECONOMY

Global prospects remain highly uncertain one year into the pandemic. New virusmutations and the accumulating human toll raise concerns even as growing vaccine coveragelifts sentiment. Economic recoveries are diverging across countries and sectorsreflecting variation in pandemic-induced disruptions and the extent of policy support. Theoutlook depends not just on the outcome of the battle between the virus and vaccines butit also hinges on how effectively economic policies deployed under high uncertainty canlimit lasting damage from this unprecedented crisis.

Global growth is projected at 6 percent in 2021 moderating to 4.4 percent in 2022. Theprojections for 2021 and 2022 are stronger than in the October 2020

WEO. The upward revision reflects additional fiscal support in a few large economiesthe anticipated vaccine-powered recovery in the second half of 2021 and continuedadaptation of economic activity to subdued mobility. High uncertainty surrounds thisoutlook related to the path of the pandemic the effectiveness of policy support toprovide a bridge to vaccine-powered normalization and the evolution of financialconditions.

Although the contraction of activity in 2020 was unprecedented in living memoryextraordinary policy support prevented even worse economic outcomes. One year into theCOVID-19 pandemic a way out of this health and economic crisis is increasingly visiblebut prospects remain highly uncertain. The strength of the recovery will depend in nosmall measure on a rapid rollout of effective vaccines worldwide. Much remains to be doneto beat back the pandemic and avoid persistent increases in inequality within countriesand divergence in income per capita across economies (Source: www.imf.org).

 

GLOBAL TEXTILE AND APPAREL INDUSTRY

The global textile market size was projected at USD 1000.3 billion in 2020 and isexpected to expand at a compound annual growth rate (CAGR) of 4.4% from 2021 to 2028.Increasing demand for apparel from the fashion industry coupled with the growth ofe-commerce platforms is expected to drive the market over the forecast period.

The U.S. is anticipated to be the largest market in the North American region fortextiles. It is one of the largest producers raw-cotton exporter and top raw-textileimporter. Fashion is the largest application segment in the region owing to thefast-changing fashionable trends and ease of adoption for the same due to increasingonline fast fashion companies.

Asia Pacific accounted for over 47.6% share of global revenue in

2020 owing to the increasing sales volume of clothing and apparel goods. In Europethe market demand was estimated to be 83298.8 kilotons in terms of volume in 2020 and isexpected to grow at a significant rate over the forecast period. The demand for textile inNorth America and Central and South America is likely to witness promising growth over theprojected period owing to the rising demand from sports and apparel and home-furnishingtextile products.

The use of textiles in different areas of a household is one of the prominent growthdriving factors. This includes bedding upholstery carpets kitchen cloths towel andothers. In addition high-consumption of natural fibers such as linen and cotton alongwith synthetic fibers used for manufacturing household textiles is further propelling thegrowth of the market. (Source: www.grandviewresearch.com)

 

INDIAN ECONOMY

Indian Economy is the world's sixth-largest economy by nominal GDP and thethird-largest by purchasing power parity (PPP). According to the International MonetaryFund IMF) on a per capita income basis India ranked 138th by GDP (nominal) and 122nd byGDP (PPP) in 2020. This rise indicates V-shaped recovery progression that started in thesecond quarter of FY21. During the COVID-19 pandemic numerous rating agencies downgradedIndia›s GDP predictions for FY21 to negative figures signaling a recession in Indiathe most severe since 1979.

As per Economic Survey 2020-21 India's real GDP growth for FY22 is projected upto 11%.The January 2021 WEO update forecast upto 11.5% increase in FY22 and upto 6.8% rise inFY23. According to the

IMF in the next two years India is also expected to emerge as the fastest-growingeconomy. India's real gross domestic product (GDP) at current prices stood at Rs. 195.86lakh crore (US$ 2.71 trillion) in FY21 as per the second advance estimates (SAE) for2020-21. India's foreign exchange reserves stood at US$ 582.04 billion as of March 122021 according to data from RBI. (Source: www.imf.org)

Numerous foreign companies are setting up their facilities in India on account ofvarious Government initiatives like Make in India and Digital India. Increased governmentexpenditure is expected to attract private investments with production-linked incentivescheme providing excellent opportunities. Consistently proactivedominated the market fortextilegraded and measured policy support is anticipated to boost the Indian economy.

However India needs to increase its rate of employment growth and create 90 millionnon-farm jobs between 2023 and 2030's for productivity and economic growth according toMcKinsey Global

Institute. Net employment rate needs to grow by 1.5% per year from 2023 to 2030 toachieve 8-8.5% GDP growth between 2023 and 2030.

 

INDIAN TEXTILE INDUSTRY

India's textiles sector is one of the oldest industries in the Indian economydating back to several centuries. The industry is extremely varied with hand-spun andhand-woven textiles sectors at one end of the spectrum while the capital-intensivesophisticated mills sector on the other end.

India is the world's second largest exporter of textiles and clothing. Increasedpenetration of organized retail favorable demographics and rising income level arelikely to drive demand for textiles. Indian apparel market is expected to reach US$ 85billion by 2021.

Indian textiles and apparel industry contributed 2.3% to the GDP of India 13% toindustrial production and 12% to export earnings. It has around 4.5 crore employed workersincluding 35.22 lakh handloom workers across the country.

Post-COVID-19 as the Indian economy shows green shoots of recovery the future of theonline textile industry looks promising in the wake of increased domestic consumptionafter a lockdown in addition to export demand playing an important role.

Even the government aims for the textile sector to be the key focus of new policiesbeing framed to achieving the target of a $5 trillion economy.

In Budget 2021-22 the government proposed a scheme for setting up mega textile parksin the country to enable India's textile industry to become globally competitive attractlarge investments and boost employment generation through the creation of world-classinfrastructure.

Rising Government focus and favourable policies is leading to growth in the textilesand clothing industry.

It has also allowed 100% FDI in the sector under the automatic route. The Ministry ofTextiles is encouraging investment through increasing focus on schemes such as TechnologyUp-gradation Fund Scheme (TUFS). The future for the Indian textiles industry lookspromising buoyed by strong domestic consumption as well as export demand. (Source:www.ibef.org)

5. BUSINESS STRATEGY

TEXTILE UNIT:

The year has been a challenging year and most of the business slowed downparticularly during first two quarters due to the outbreak of Covid-19. Textile unit at

Phagwara has emerged as one the first plants in INDIA for supplying personal protectiveGarments to be used by the medical persons and volunteers' engaged in treatment of thepersons effected by COVID-19. The strategy of the unit is to optimize its product mix inorder to have the better profitability in existing business and in addition that the focusis also on increasing the production of Technical and Performance Textiles provide turnkeysolutions to Institutional buyers getting nominated by major global brands and producemore coated synthetic fabrics. The company`s focus is also to push domestic syntheticbusiness since wherein we have a brand recall and old set of customers who work with JCTonly. The company is also planning to increase Garment capacities weaving capacity ofsynthetic/Polyester-fabrics Stretch/Structured Fabrics and also increasing dyeingcapacity to balance weaving and processing capacities of synthetic plant.

 

FILAMENT UNIT

The focus is on to develop new products for catering different end-users moreproduction of conventional and dope dyed yarn for domestic and export markets. The Unit isalso focusing on increasing Production capacity of Mono HOY/FDY & CRIMP/DYED toincrease market share in domestic and international market. It has also been planned tolaunch IDY product in market.

6. OPERATIONS

TEXTILES:

The textile unit at Phagwara despite challenging business environment the unitproduced and sold 301.57 lakhs and 289.54 lakhs meters of fabrics respectively. Thetechnical textiles have been well accepted by the market. The capacities are underutilizeddue to tight liquidity and margins were also under strain on account of high fixed cost incomparison of the production. However the Company has been taking cost cutting measureswithout affecting equal quality parameters in line with the business requirements .TheCotton textile plant was almost closed due to the Country wide lock down in April &May 2020 and operations remained under strained up to second quarter of the financial year

2020-21

NYLON FILAMENT YARN:

Nylon Filament Unit has been one of the top Textile Grade Nylon Yarn manufacturersin India with installed capacity of 16000 TPA and 1000 TPA for Nylon Chips. The unit hasproduced 8908 MT of Filament Yarn and 77 MT of Nylon Chips and sold 9662 MT of FilamentYarn and 77 MT of Nylon Chips. The unit was almost closed due to the Country wide lockdown in April and May 2020 and operations were under strain up to second quarter of thefinancial year. Further the margins were also remained lower on account of stiffcompetition and cheap imports in India through ASEAN countries.

7. OPPORTUNITIES AND THREATS

To boost exports government have extended the benefit of the Scheme for Remissionof Duties and

Taxes on Exported Products (RODTEP) to all exported goods and the new production linkedincentive scheme to provide incentives for manufacture and export of specific textileproducts made of man-made fiber.

Under Union Budget 2020-21 a National Technical Textiles Mission is proposed for aperiod from 2020-21 to 2023-24 at an estimated outlay of Rs. 1480 crores (US$ 211.76million).

The Indian textile industry has various opportunities like technical textiles productdevelopment and diversification FDI and brand recognition. Technical textiles offer theopportunity to the Indian textile industry to maintain the present current growth andflourish in near future. India is not using technical textiles much. Both nonwoven andwoven technical textiles will thrive in India in coming years. Another opportunity for theIndian textile industry is elimination of quotas. Emerging Retail Industry and mallsprovide huge opportunities for the apparel handicraft and other segments of the industry.Due to rise in COVID-19 Pandemic in 2021 the Indian Textile industry has faced thechallenges in terms of raw material supply man power and logistics whereas other lessinfected countries are getting opportunity once again to come back into business.

The Industry is dependent on the availability of Raw Cotton at reasonable prices whichis dependent on various factors – monsoon imports etc. The Indian Textile exportscontinue to face stiff challenges from the small countries like Bangladesh Sri LankaTaiwan and Pakistan etc.

Some of the new challenges are safety lack of supply and demand in addition toliquidity crunch Lack of balance between price and quality and International

Labor and Environmental Laws.

8. RISK AND CONCERN THE MANAGEMENT PRECIEVES

The COVID-19 pandemic is a global humanitarian health and financial crisis. Theactions taken by various governments to contain the pandemic such as closing of bordersand lockdown restrictions resulted in significant disruption to people and businesses

Consequently market demand and supply chains have been affected significantlyincreasing risk of a global economic recession. The pandemic has impacted and may furtherimpact all of our stakeholders.

No industry is free from normal business risk and concerns. Textile Industry continuesto face stiff competition from China other Asian/emerging economies. Competitiveness ofIndustry is dependent upon factors like the cotton prices monsoon exchange ratesavailability of domestic raw materials (particularly in case of NFY) and prevalentinterest rates in the regime. The industry being more capital intensive requires hugefunds long term as well as short term in the form of working capital for its running. TheGovernment through its Industrial Policies should support the industry so that Industry beable to enhance its competitive advantage to achieve sustained growth in Exports as wellas domestic markets.

9. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL EFFECIENCY

The plants of the company operated at sub-optimum levels during the first twoquarters due to lock downs Company got the order from the M/s HLL Lifecare limited formanufacturing of PPE suits which enabled the company to run its synthetic and garmentcapacities at optimum levels during first quarter. The

Company from the third quarter got some momentum in the plants and was able to closethe financial year in positive. Even with tight liquidity and disruption in tight chaincoupled with company's policies on product mix rationalization of manpower and otherinitiatives the company was able to a earn net profit of Rs. 15.72

Crores. The margins have been under strain due to tight liquidity high interest costcompared to the peer player in the Industry. The company incurred higher finance cost ofRs 46.01 Crores during the current financial year. The Company pursuant to in-principleapproval for issuance of equity shares to term lenders in line with the sanction letterfrom Bombay Stock Exchange has booked the value of the shares to be issued at interestcost. The Company has issued 29906026 equity shares of Rs. 2.50 per shares on05.05.2021.

The company earned Operational EBIDTA of Rs.

76.30 Crores during the current financial year against

Rs. 28.80 Crores of last year.

10. Key Financial Ratios

As per the provisions of SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015 the key financial ratios are given below:-

Sr. No Particular Current year Last Year Change Explanation for significant change in Accounting Ratios
1 Debtors Turnover ratio 17.41 20.16 -13.64% No Significant Change
2 Inventory Turnover 4.20 4.14 1.45% No Significant Change
3 Interest Coverage Ratio (Without OCI) 1.32 (0.04) -3400.00% The change in Interest Coverage Ratio is mainly due to increase in EBIT.
4 Current Ratio 0.72 0.69 4.35% No Significant Change
5 Debt Equity Ratio 0.56 0.54 3.70% No Significant Change
6 Operating Profit Margin (Without OCI) 9.24% -0.30% -3180.00% Operating Profit margin is increased due to decrease in Cost of material consumed manufacturing expenses employees cost & other expenses.
. 7 Net Profit Margin (Before OCI) 2.24% -6.43% -134.84% Change in Net profit margin is on account of decrease in Cost of material consumed manufacturing expenses employees cost & other expenses.

11. DETAILS OF ANY CHANGE IN RETURN ON NETWORTH

The net profit the return on net worth.

12. PERFORMANCE OF SUBSIDIARIES /ASSOCIATES

There is no subsidiary of the company however associates are investment companies withno fresh investment during the current year.

13. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

Attracting enabling and retaining talent have been the cornerstone of the HumanResource function and the results underscore the important role that human capital playsin critical strategic activities such as growth. A robust Talent Acquisition systemenables the Company to balance unpredictable business demands with a predictable resourcesupply through organic and inorganic growth. The total employee's strength of the Companywas 3683 as on 31st March 2021. The industrial relation continued to remain cordialduring the year.

14. FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended 31st March

2021 has been prepared in accordance with the

Indian Accounting Standards (IND AS) notified under

Section 133 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014.The estimates and judgments relating to the Financial Statements are made on a prudentbasis so as to reflect in a true and fair manner the form and substance of transactionsand reasonable present the Company's state of affairs profit/loss ended 31st March 2021.

15. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 as required under section 92 of the Actis placed on the website of the Company at http://www.jct.co.in.

16. DIRECTORS' RESPONSIBILITY STATEMENT To the best of knowledge and belief andaccording to the information and explanations obtained by them your Directors make thefollowing statement in terms of Section134 (3)(c) of the Companies Act 2013 that;

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable of the company for the year hasimpacted and prudent so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit and loss of the company forthat period;

iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

iv) the directors have prepared the annual accounts on a going concern basis; v) thedirectors have laid down internal financial controls which were followed by the companysuch internal financial controls are adequate and operating effectively; and vi) thedirectors have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

17. DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT IF ANY

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofthe

Listing Regulations.

18. REMUNERATION POLICY

The Board of Directors has framed a policy which and cash flows for the year laysdown a framework in relation to remuneration of Directors Key Managerial Personnel andSenior Management of the Company. This policy also lays down criteria for selection andappointment of Board Members. The details of this policy have been posted on the websiteof the Company viz. www.jct.co.in.

19. AUDITORS

STATUTORY AUDITORS

In terms of Section 139 of the Companies Act 2013 read with the Companies (Auditand Auditors) Rules 2014 Members of the Company in 68th Annual GeneralMeeting held on 14th August 2017 approved the appointment of M/s Navdeep Singh& Company Chartered Accountants (Registration No. 008400N) as the Statutory Auditorsof the Company for an initial term of 5 years i.e. from the conclusion of 68thAnnual General Meeting till the conclusion of 73rd Annual General Meeting ofthe Company.

COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time your Company has been carrying out audit of cost recordsrelating to Textile & Filament Units every year. The Board of Directors on therecommendation of the Audit Committee has appointed M/s Goyal Goyal & AssociatesCost Accountants (Firm Registration No. FRN-000100) as Cost Auditor to audit the costrecords of the Company for the Financial Year 2021-22. As required under the CompaniesAct 2013 a resolution seeking members' approval for their remuneration payable to theCost Auditor forms part of the Notice convening the Annual General Meeting for theirratification.

Cost records are made and maintained as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013.

The Cost Audit Report for the financial year 2020-21 is under finalization and would befiled within the stipulated time with the Ministry of Corporate Affairs.

SECRETARIAL AUDIT

In compliance with the provisions of Section 204 of the Companies Act 2013 andrules made there under the Board has appointed Ms. Seema K & Associates CompanySecretaries (C.P No. 4397 and FCS No. 8054) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed and forms an integral part of thisReport. There is no secretarial audit qualification for the year under review.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS Details of Loans Guaranteesand

Investments covered under the provisions of Section 186 of the Companies Act 2013 aregiven in the notes to the Financial Statements forming a part of this annual report.

21. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties were on arm's length basis and in theordinary course of business. There were no materially significant transactions with therelated parties during the financial year which were in conflict with the interest of theCompany. Thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act2013 is not required. All related party transactions are mentioned in the notes to theaccounts. All Related Party Transactions are placed before the Audit Committee and alsobefore the Board for approval.

None of the Directors has any pecuniary relationship or transactions vis--vis thecompany except remuneration / sitting fee or stated in the annual report.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and by the Regulators / Courts that would impact the goingconcern status of the Company and its future operations.

23. STATUTORY INFORMATION

The information on conservation of energy technology absorption and foreignexchange earnings and outgo pursuant to Section 134(3) (m) of the Companies (Accounts)Rules 2014 is annexed and forms and integral part of this Report.

The statement containing particulars of top 10 employees and the employees drawingremuneration in excess of limits prescribed under Section 197 (12) of the Act read withRule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is provided in a separate Annexure forming part of the Report. In terms ofproviso to Section 136(1) of the Act the Report along with Accounts are being sent to theshareholders excluding the aforesaid Annexure. The said Annexure is open for inspection atthe Registered Officeof the

Company. Any member interested in obtaining a copy of the same may write to the CompanySecretary at the Registered Office of the company 21 days before and upto the date of theensuing Annual General Meeting during the business hours on working days.

None of the employees mentioned in the said statement is a relative of any Director ofthe Company and none of the employees hold (by himself or along with his spouse anddependent children) more than two percent of the equity shares of the Company.

24. DIRECTORS

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL In accordance with the provisionsof the provisions of Section 152 of the Companies Act 2013 Ms. Priya Thapar retires byrotation at the forthcoming Annual General Meeting and being eligible offers herself forthe re-appointment. The Board recommends her re-appointment. Brief profile of Ms. PriyaThapar has been given in the Notice convening the Annual General Meeting. Mr. ChanderMohan Bhanot (DIN: 06462056) Director (Independent) of the company expired on 15thFeburay 2021 and ceased to be the Director of the Company. Directors have placed theircondolence on his sad demise and appreciated him for his contribution assistance andguidance during his tenure served with the company for last 9 years. Members acknowledgedthe contribution he made in the growth and progress of the company. The Board of Directorson recommendation of the Nomination and Remuneration Committee has appointed CA SurendraMal Daga (DIN: 03575623) as an Additional Director (Independent) with effect from11.06.2021. In terms of Section 161 of the Companies

Act 2013 CA Surendra Mal Daga holds office up to the date of ensuing Annual GeneralMeeting. Accordingly the Board recommends the resolution in relation to appointment of CASurendra Mal Daga as an Independent Director for the approval by the shareholders of theCompany for a term of five years.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 Regulation16(b)and Regulation 25 of the SEBI

(Listing Obligations and Disclosure Requirements)

Regulations 2015.

The Board of Directors on recommendation of the Nomination and Remuneration Committeehas reappointed Mr. Samir Thapar as Chairman & Managing Director and Ms. Priya ThaparDirector (Strategic Business Development) of the Company for a period of 3 (three) yearswith effect from 01.10.2021 and 01.12.2021 respectively on the same terms & conditionsincluding remunerations subject to approval of shareholders as their current term ofoffice is up to 30th September 2021 and 30th November 2021 respectively.

25. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual valuation of its own performanceboard committees and individual directors pursuant to the provisions of the Companies Actand SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

26. NUMBER OF MEETINGS OF BOARD AND ITS COMMITTEES

Four meetings of the Board were held during the year under review. For details ofmeetings of the Board please refer to the Corporate Governance Report.

27. INTERNAL CONTROL SYSTEMS

Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. In addition to statutory audit the financial controls of the Company atvarious locations are reviewed by the Internal Auditors who report their findingsto theAudit Committee of the Board. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes. The Audit Committee of the Board ofDirectors Statutory Auditors and the Business Heads are periodically apprised of theinternal audit findings and corrective actions taken. Audit plays a key role in providingassurance to the Board of Directors. Significant and corrective actions taken by themanagement are presented to the Audit Committee of the Board. To maintain its objectivityand independence the Internal Audit function reports to the Chairman of the AuditCommittee. The Audit Committee is headed by an Independent Director which ensuresindependence of functions and transparency of the process of supervision. The Committeemeets on regular basis to review the progress of the internal audit initiativessignificant implementation of the follow-up action required. The Company conducts itsbusiness with integrity and high standards of ethical behavior and in compliance with thelaws and regulations that govern its business.

The Company has appropriate policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation

Based on the report of the internal auditor respective departments undertakecorrective action in their respective areas and thereby strengthen the controls.

Significant audit thereon are presented to the Audit Committee of the Board.

28. SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2021 stood at Rs. 209.61 Croresand during the year under review the Company has not issued shares with differentialvoting rights.

29. CORPORATE GOVERNANCE

Company is fully committed to the philosophy of transparency and believes inconducting its business with due compliance of all the applicable laws rules andregulations. In compliance with the Regulation 34 (3) read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has dulyimplemented the system of Corporate Governance and a separate report on CorporateGovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance forms an integral part of this Report.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY Pursuant to Section 177 of theCompanies Act 2013 & rules made there under and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 theauditobservations Company has established aWhistle Blower Policy to report genuine concerns or grievances for redressal. The WhistleBlower Policy has been posted on the website of the Company viz. www.jct.co.in. During theyear under review no complaint was received by your company.

31. RISK MANAGEMENT

The Risk Management Policy required to be observationsplanning and formulated underthe Companies Act 2013 and SEBI

(Listing Obligations and Disclosure Requirements)

Regulations 2015 has been duly formulated and approved by the Board of Directors ofthe Company. The aim of risk management policy is to maximize opportunities in allactivities and to minimize adversity. The policy includes identifying types of risks andits assessment risk handling monitoring and reporting which in the opinion of the Boardmay threaten the existence of the Company. The risk management framework is reviewedperiodically by the risk management teams at all the units of the Company

. constituted by the Board which monitors and evaluates the effectiveness of riskmanagement framework of the Company and strengthens it. and corrective actions As per SEBI(Listing Obligations and Disclosure

Requirements) Regulations 2015 The provisions of this regulation are applicable ontop [1000] listed entities determined on the basis of market capitalization as at theend of the immediate previous financial year.

32. CORPORATE SOCIAL RESPONSIBILITY

The Company has drafted the Corporate Social Responsibility Policy which may beaccessed on the website of the Company www.jct.co.in. As there is net average lossincurred by the Company during the three preceding financial years the company need notto spend any amount towards Corporate Social Responsibility activities during the yearended 31.03.2021. The CSR Committee comprises of three members. One member of theCommittee is an Independent Director.

33. CONSERVATION OF RESOURCES

The Company firmly believes that without safe clean environment and healthyworking conditions the overall economic growth cannot be achieved and maintained. Thecompany also takes all possible measures to prevent accidents and occupational hazards.The manufacturing operations are conducted to ensure sensitivity towards the environmentminimize waste by encouraging "Green Initiative" practices and use of renewableresources. All employees are required to ensure that they fully understand all policiesand comply with the requirements.

The Company requests its shareholders to join in its endeavor to conserve resources byupdating relevant information for receiving online communication. Shareholders holdingshares in dematerialized mode are requested to register their email address and mobilenumber with their depository participants. Those holding shares in physical mode have beenrequested to furnish their email address and mobile number with the Company's RTA atinvestor.services@rcmcdelhi. com. Updating all the relevant information will enableshareholders to receive communications and dividends on time. Besides every year theCompany ensures that electronic copies of the Annual Report and the Notice of the AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany /depository participant(s).

34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at the workplace with a mechanism of lodging complaints.During the year under review the Company has not received any complaint under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has also formed an Internal Committee for addressing the complaints received underthe said Act.

The company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

35. STATEMENT OF CAUTION

Statements in this Directors' Report and Management Discussion and Analysisdescribing the Company's objectives projections estimates expectations or predictionsmay be "forward-looking statements" within the meaning of applicable securitieslaws and regulations. Actual results may differ materially from those expressed orimplied. Important factors that could make difference to the Company's operations includeraw material availability and its prices cyclical demand and pricing in the Company'sprincipal markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.

36. APPRECIATION & ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation for the contributionmade by the employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

For & on behalf of the Board

(SAMIR THAPAR)

Chairman and Managing Director

DIN: 00062287

Place: Hoshiarpur

Date: 11.06.2021

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