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JITF Infra Logistics Ltd.

BSE: 540311 Sector: Others
NSE: JITFINFRA ISIN Code: INE863T01013
BSE 00:00 | 20 May 135.05 3.45
(2.62%)
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135.20

HIGH

135.75

LOW

132.00

NSE 00:00 | 20 May 135.15 3.10
(2.35%)
OPEN

133.00

HIGH

136.00

LOW

132.00

OPEN 135.20
PREVIOUS CLOSE 131.60
VOLUME 1942
52-Week high 336.45
52-Week low 10.50
P/E 1929.29
Mkt Cap.(Rs cr) 347
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 135.20
CLOSE 131.60
VOLUME 1942
52-Week high 336.45
52-Week low 10.50
P/E 1929.29
Mkt Cap.(Rs cr) 347
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

JITF Infra Logistics Ltd. (JITFINFRA) - Director Report

Company director report

To

The Members

The Board of Directors are pleased to present the 14th Annual Report alongwith the Audited Financial Statements of the Company for the financial year ended 31stMarch 2021.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended March 312021 is summarizedbelow:

(Rs. Lacs)

Particulars Year ended 31st March 2021 Year ended 31st March 2020
Revenue from operations 258.79 160.30
Other Income 0.78 119.38
Profit/(Loss) before finance cost depreciation exceptional items and tax 43.38 48.42
Less:
Finance cost 20.22 25.66
Depreciation and amortization expense 0.34 0.32
Profit/(Loss) before tax 22.82 22.44
Tax expense 5.89 4.71
Profit/(Loss) after tax 16.93 17.73
Other Comprehensive Income Items that will not be reclassified to profit and loss 0.70 13.93
Total Comprehensive Income for the year 17.63 31.66

2. REVIEW OF OPERATIONS

During the Financial Year Company achieved Gross Revenue of Rs. 259.57 lacs against asRs. 279.68 lacs achieved during the previous year. The net profit for the Financial Yearis Rs.16.93 lacs as compared to Rs.17.73 lacs in the previous year.

Your Company's step-down subsidiary JWIL Infra Limited ("JWIL") is aholistic water management company with presence across the entire value chain of Water.Established in 2006 JWIL has been working towards sustainable water infrastructuredevelopment pan India. JWIL is a single source solution provider for Water Infrastructurewith strong in-house design and engineering capabilities delivering projects fromconceptualization to operations. The year 202021 has been quite a challenging one for theworld country and economy due to outbreak of Covid 19. JWIL took swift action tominimize disruption caused by it and has been able to achieve a turnover of Rs. 614.85Crore during the year which is growth of about 30 % over the previous year despite theloss of peak construction months of April & May 2020. JWIL has also been able tomaintain profitability with various cost saving initiatives. During the year the companysecured two orders worth Rs 688 Crores. Total EPC order book as on 31.03.2021 is approx.1800 crores. JWIL is selectively bidding for new projects based on parameters laid downby the Board in this respect.

The Company continue to operate jointly with Eldeco Sidcul Industrial Park Limited the4 MLD Common Effluent Treatment Plant at Sitarganj Uttarakhand through JITF ESIPL CETP(Sitarganj) Limited.

Your Company's other step-down subsidiary JITF Urban Infrastructure Ltd.("JUIL") is in the business of MSW management which includes setting up andoperating Waste to Energy projects and material recovery facilities at different locationsin the country. JUIL has a firm footing in Indian Waste to Energy (WTE) and WasteManagement Space with more than10 years of experience of operating WTE Plant successfullyby meeting all the emission norms of the Pollution Control Board. The initial capacity ofthe WTE plant located in Delhi was 16 MW which was later enhanced to 23 MW. JUIL has 6 WTEprojects in various stages amounting total capacity approx 90 MW. Out of them twoprojects are located at Guntur and Vizag in Andhra Pradesh and are expected to becommissioned by September 2021 and November 2021 respectively. Another project atTehkhand Delhi is in the advance stage of erection. The WTE plant at Delhi processesup to 1950 TPD of municipal solid waste and converts it into greener energy compost andrecyclables. During the FY 2020-21 Delhi WTE plant has generated over 168 million unitsand exported about 143 million units to the grid. The operation of this plant for 10 yearshas prevented 98 acres of land to get converted into landfill to dispose over 6 millionMT of waste which was processed scientifically at the plant. JUIL will have the capacityof handling around 9000 MT of MSW on successful operation of all plants.

Your Companies one more step down subsidiary is Jindal Rail Infrastructure Limited("JRIL"): During FY2020-21 spread of Covid-19 pandemic negatively impactedglobal and domestic economy and overall business environment in general. Demand for alltypes of rolling stocks including wagons remained subdued during the year and riskaversion was evident across all client organizations which either deferred their capitalexpenditure plans or put purchase decisions on hold.

JRIL's business strategy to create product differentiation through innovation in wagonDesign and Engineering received a major boost with Company winning a large order tomanufacture and supply multiple number of Rakes of newly designed steel coil carrying BFNVtype wagon which has been jointly developed by Ministry of Railways' Research Design andStandards Organization (RDSO) and JRIL. The Company is in discussions with several clientsto develop more of such new design wagons in order to meet customer's specificrequirements.

Railway sector in India offers significant long-term growth opportunities. Over lastdecade JRIL has gained extensive experience in manufacturing almost all major types offreight wagons in India. The Company is optimistic about medium- to-long term businessprospects and intends to maintain a healthy order book in near-term. Discussions are inadvanced stages with several clients for future orders.

3. Company Response to COVID-19

The COVID-19 pandemic has emerged as a global challenge creating disruption across theworld. Global solutions are needed to overcome the challenges. The physical and emotionalwellbeing of employees and stakeholders continues to be the top priority for the Companywith several initiatives to support the society during the pandemic. During this ongoingpandemic we followed all the guidelines Issued in this regard by the respective States andthe Central Government with regard to the operations and safety of people. The strictstandard of physical distancing and hygiene were enforced.

4. DIVIDEND

To cater to the working capital requirement the Board of Directors express that theprofits of the company be retained and therefore do not recommend any dividend for thefinancial year 2020-21.

5. CHANGES IN NATURE OF BUSINESS IF ANY

There are no changes in the nature of business of your Company during the FinancialYear under review.

6. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe company between the end of the financial year and date of this report.

7. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve during the Financial Year underreview.

8. SHARE CAPITAL

The paid-up Equity Share Capital as at March 312021 stood at Rs. 514.07 lacs. Duringthe year under review the Company has not issued any:

a) shares with differential voting rights

b) sweat equity shares

c) equity shares under Employees Stock Option Scheme.

9. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - 1 tothis Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report as stipulated under Regulation 34 of theSEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 forming part ofthis report has been attached as Annexure - 2 to this Report.

11. FINANCIAL STATEMENTS

The Audited Financial Statements of the Company which form a part of this AnnualReport have been prepared pursuant to Regulation 33 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 in accordance with the provisions of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014.

Audited annual consolidated financial statements forming part of the Annual Report havebeen prepared in accordance with Companies Act 2013 Indian Accounting Standards (Ind AS)110 -'Consolidated Financial Statements' and Indian Accounting Standards (Ind AS) 28 -'Investments in Associates and Joint Ventures' and all other Ind AS provisions as may beapplicable notified under Section 133 of Companies Act 2013 read with Companies (IndianAccounting Standards) Rules 2015 and as amended from time to time.

12. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has the following subsidiaries:

Direct Subsidiary

1. JITF Urban Infrastructure Services Limited

Indirect Subsidiary

1. Jindal Rail Infrastructure Limited

2. JWIL Infra Limited

3. JITF Urban Infrastructure Limited

4. JITF Water Infra (Naya Raipur) Limited

5. JITF ESIPL CETP (Sitarganj) Limited

6. JITF Industrial Infrastructure Development Company Limited

7. Timarpur-Okhla Waste Management Company Limited

8. JITF Urban Waste Management (Jalandhar) Limited

9. JITF Urban Waste Management (Bathinda) Limited

10. JITF Urban Waste Management (Ferozepur) Limited

11. Jindal Urban Waste Management (Tirupati) Limited

12. Jindal Urban Waste Management (Guntur) Limited

13. Jindal Urban Waste Management (Visakhapatnam) Limited

14. Jindal Urban Waste Management (Jaipur) Limited

15. Jindal Urban Waste Management (Jodhpur) Limited

16. Jindal Urban Waste Management (Ahmedabad) Limited

17. Tehkhand Waste to Electricity Project Limited

Joint Ventures of Indirect subsidiary

1. JWIL-SSIL (JV)

2. SMC-JWIL(JV)

3. JWIL-Ranhill (JV)

4. TAPI-JWIL (JV)

5. MEIL JWIL (JV)

6. JWIL SPML (JV)

7. OMIL-JWIL -VKMCPL(JV)

8. KNK-JWIL(JV)

9. SPML-JWIL (JV)

13. PERFORMANCE OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the Financial Year the Board of Directors reviewed the affairs of thesubsidiary companies.

Pursuant to provisions of Section 129 (3) of the Companies Act 2013 a statementcontaining salient features of the Financial Statements of the Company's subsidiaries inForm AOC-1 is attached to the Financial Statements of the Company.

In accordance with the provisions of Section 136 of the Companies Act 2013 thestandalone Financial Statements of the company the Consolidated Financial Statementsalong with relevant documents and separate audited accounts in respect of subsidiariesare available on the website of the company i.e. www.jindalinfralogistics.com.

The annual accounts of these subsidiaries and the related information will be madeavailable to any member of the Company / its subsidiaries seeking such information and areavailable for inspection by any member of the Company / its subsidiaries at the RegisteredOffice of the Company. The annual accounts of the said subsidiaries will also be availablefor inspection at the Corporate Office/ Registered office of the respective subsidiarycompanies and is also available on our website www.jindalinfralogistics.com. Thesedocuments will also be available for inspection during business hours at our registeredoffice.

The Policy for determining Material Subsidiaries adopted by your Board in conformitywith Regulation 16 (c) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 can be accessed on the Company's website at http://www.jindalinfralogistics.com/policypdf/POIICY-FOR DETERMINING-MATERIAI -SUBSIDIARIES.pdf.

14. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed by the Board of Directors:-

a. that in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the Indian Accounting Standards (IND AS) had been followed along with properexplanation relating to material departures;

b. that they had selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year ended on that period;

c. that they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. that they had prepared the accounts for the financial year ended 31st March 2021 ona 'going concern' basis;

e. that they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; and

f. that they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

15. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards. i.e. SS -1 and SS - 2relating to "Meetings of the Board of Directors' and "General Meetings'respectively have been duly followed by the Company.

16. CORPORATE SOCIAL RESPONSIBILITY

During the Financial year under review the Company doesn't fulfill the criteriacovered under Section 135 of the Companies Act 2013. Therefore the provision related toCorporate Social Responsibility is not applicable to the Company.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declaration of Independence from all Independent Directors asstipulated under Section 149(7) of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet the criteria of Independence.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act 2013 and Articles of Association of theCompany Ms. Veni Verma Non - Executive Director (DIN : 07586927) of the company retireby rotation at the ensuing Annual General Meeting and being eligible offer herself forre-appointment. The Board of Directors on the recommendation of the Nomination andremuneration Committee has recommended her reappointment.

The brief details relating to Ms. Veni Verma is furnished in the explanatory statementto the notice of the ensuing AGM under the head "Directors SeekingAppointment/Re-appointment at this Annual General Meeting".

As on 31.03.2021 Composition of the Board was as follows:

DIN No Name of Director Position of Directorship
01776688 Mr. Neeraj Kumar Non-Executive Director
01431428 Mr. Amarendra Kumar Sinha Whole- time Director
00005349 Dr. Raj Kamal Aggarwal Independent Director
05112440 Mr. Girish Sharma Independent Director
00131460 Mr. Dhananjaya Pati Tripathi Independent Director
07586927 Ms. Veni Verma Non-Executive Director

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors)Rules 2014 all Independent Directors of the Company have enrolled themselves on theIndependent Directors Databank and will undergo the online proficiency self-assessmenttest within the specified timeline unless exempted under the aforesaid Rules.

As per section 134(3)(q) of the Companies Act 2013 read with rule 8(5) of theCompanies (Accounts) Rules 2014 details of Directors or Key Managerial Personnel who werere-appointed during the years are given below:-

The Members in their 9th annual general meeting approved the appointment ofMr. Dhananjaya Pati Tripathi(DIN: 00131460) Dr. Raj Kamal Aggarwal(DIN: 00005349)and Mr.Girish Sharma (DIN: 05112440) as Independent Directors of the Company for their firstterm of 5 consecutive years.

Your Board of Directors taking into consideration the recommendations of Nominationand Remuneration Committee and given their backgrounds experiences contributions made bythem during their tenure as Independent Director and the performance evaluation feelsthat the continued association of Mr. Dhananjaya Pati Tripathi Dr. Raj Kamal Aggarwal andMr. Girish Sharma would be beneficial to the interest of Company as Independent Directors.

Further Mr. Dhananjaya Pati Tripathi has attained the age of 79 years he is quitefit both physically & mentally and has been contributing profusely on the Board ofthe company. The company seeks to retain him and continue to gain from his vast knowledgeand experience. Accordingly the company seeks consent of the members for continuation oftheir holding of existing office after the age of 75 years.

Accordingly Board proposes the appointment of Mr. Dhananjaya Pati Tripathi Dr. RajKamal Aggarwal and Mr. Girish Sharma for 2nd term of further period of 5 consecutive yearsas an Independent Directorsw.e.f. 5th September 2021. The Company had receivedthe consent for their appointment along with declaration that theymeets the criteria ofindependence U/s 149(6) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

The proposal for the re-appointment of the aforesaid Directors are placed for theapproval of the Shareholders.

There were no changes in the Board of Directors and Key Managerial Personnel of theCompany during the year under review.

Policy on Directors' Appointment and Remuneration

The Nomination and Remuneration Committee selects the candidate to be appointed as theDirector on the basis of the needs and enhancing the competencies of the Board of theCompany.

The current policy is meant to have a balance of executive and non-executiveIndependent Directors to maintain the independence of the Board and separates itsfunctions of governance and management.

The composition of Board of Directors during the Financial Year ended March 312021 arein conformity with Regulation 17 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of theCompanies Act 2013.

The policy of the Company on directors' appointment including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013 and theremuneration paid to the directors is governed by the Nomination and Remuneration Policyof the Company.

19. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 (2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

None of the employee of your Company who were employed throughout the Financial Yearwere in receipt of remuneration in aggregate of Rs.10200000 (Rupees One Crore Two Lakh)or more or if employed for the part of the financial year was in receipt of remunerationof Rs. 850000 (Rupees Eight Lakh Fifty Thousand) or more per month.

20. DISCLOSURE UNDER SECTION 197 (14) OF THE COMPANIES ACT 2013

Neither the Executive Director nor the Chairman of the Company received anyremuneration or commission from its Holding or Subsidiary Company during the FinancialYear.

21. FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance of the Board its Committees and ofindividual Directors which includes criteria for performance evaluation of non-executivedirectors and executive directors under section 178 (1) of the Companies Act 2013. Thismay be accessed at the link http://www.iindalinfralogistics.com/policvpdf/Performance-Evaluation.pdf.

On the basis of the Policy for performance evaluation of Independent Directors BoardCommittees and other Directors a process of evaluation was followed by the Board for itsown performance and that of its Committees and individual Directors. The details of samehave been given in the report on corporate governance annexed hereto.

The details of programme for familiarisation of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates and related matters have been uploaded on the website of the Company atthe link http:// www.jindalinfralogistics.com/policypdf/Familiari7ation-Programme-of-Independent-Directors.pdf.

22. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirement set out by SEBI. The report on CorporateGovernance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this Report. The requisite certificate fromthe Auditors of the company confirming compliance with the conditions of CorporateGovernance is attached to this report on Corporate Governance.

23. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis.

During the Financial Year the Company had entered into material contract / arrangement/ transaction with subsidiary of the Company. The Policy on materiality of related partytransactions and dealing with related party transactions as approved by the Board may beaccessed on the Company's website at the link: http://www.iindalinfralogistics.com/policypdf/POIICY%?0ON%?QRFI ATED%?0PARTY%?0 TRANSACTIONS.pdf.

The details of the transactions with related parties are provided in the notes toaccompanying standalone financial statements.

24. RISK MANAGEMENT POLICY

The Company's robust risk management framework identifies and evaluates business risksand opportunities. The Company recognizes that these risks need to be managed andmitigated to protect its shareholders and other stakeholders interest to achieve itsbusiness objectives and enable sustainable growth. The risk frame work is aimed ateffectively mitigating the Company's various business and operational risks throughstrategic actions. Risk management is embedded in our critical business activitiesfunctions and processes. The risks are reviewed for the change in the nature and extent ofthe maior risks identified since the last assessment. It also provides control measuresfor risks and future action plans.

25. AUDITORS & THEIR REPORT

(A) STATUTORY AUDITORS

M/s Lodha & Co Chartered Accountants (ICAI Firm Registration No. 301051E) wereappointed as Statutory Auditors of your Company at the Annual General Meeting held on 25thSeptember 2017 for a term of five years. As per the provisions of Section 139 of theCompanies Act 2013 the appointment of Auditors is required to be ratified by the Membersat every Annual General Meeting. They have confirmed that they are not disqualified fromcontinuing as Statutory Auditors of the company.

However pursuant to Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is no longer requiredto be ratified at every Annual General Meeting.

Auditors' remarks in their report read with the notes to accounts referred to by themare self-explanatory. There has been no fraud reported by the Statutory Auditors of theCompany.

(B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard had appointed M/s Pankaj Kantha & Co. Practicing Company Secretaries toconduct Secretarial Audit of the Company for the financial year 2020-21. The SecretarialAudit Report for the financial year ended 31st March 2021 is annexed herewith marked as Annexure- 3 to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE

i. Auditors' Report

There have been no fraud qualification reservation or adverse remark reported by theStatutory Auditors of the Company.

ii. Secretarial Auditor's Report

There are no qualification reservation or adverse remark reported by the SecretarialAuditors in their report.

26. MAINTENANCE OF COST ACCOUNTS AS PER SECTION 148 (1) OF THE COMPANIES ACT 2013 READWITH RULE COMPANIES (COST RECORD AND AUDIT) 2018.

Your Company doesn't fall under the criteria as specified under Section 148 (1) of theCompanies act 2013 read with Rule Companies (Cost Record and Audit) 2018 for maintenanceof Cost accounts. Therefore the Company is not required to maintain the cost records inrespect of its product/ services.

27. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM

Your company has put in place strong internal control systems in line with globallyaccepted practices. The processes adopted by the Company are best in class andcommensurate with the size and nature of operations. All major business activities havebeen well defined and mapped into the ERP system and the controls are continuouslyreviewed and strengthened as per the business need.

The Company has adopted risk based framework which is intended for proper mitigation ofrisks. The major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuous basis.

The Company has employed experienced professionals to carry out the internal audits toreview the adequacy and compliance to the laid down procedures to manage key risks.

The Audit Committee of the Board regularly reviews the adequacy & effectiveness ofinternal audit environment and implementation of internal audit recommendations includingthose relating to strengthening of Company's risk management policies & systems.

Your Company's philosophy is of zero tolerance towards all applicable legalnon-compliances.

28. DISCLOSURES

MEETINGS OF THE BOARD

During the Financial Year under review the Board of Directors met Four (4) times:

Meeting Meeting Dates
Board Meetings 30.06.2020
13.08.2020
12.11.2020
11.02.2021

The composition of Board of Directors during the year ended March 31 2021 is inconformity with Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Section 149(7) Companies Act 2013. For furtherdetails please refer report on Corporate Governance Report attached with this annualreport.

AUDIT COMMITTEE

As on 31.03.2021 the Audit Committee comprises of Directors namely Mr. DhananjayaPati Tripathi (Chairman) Mr. Girish Sharma Dr. Raj Kamal Aggarwal and Mr. AmarendraKumar Sinha as other members.

The Chairman of the Committee is an Independent Director The Members possess adequateknowledge of Accounts Audit and Finance etc. The composition of the Audit Committee isin conformity with the requirements as per the Section 177 of the Companies Act 2013 andRegulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

Four Audit Committee Meetings were held during the year. The particulars of the Meetingheld are detailed in the Corporate Governance Report which forms part of this Report.

During the Financial Year all the recommendations made by the Audit Committee wereaccepted by the Board.

INDEPENDENT DIRECTOR MEETING

During the year under review the Independent Directors of Company mat once during theyear.

For further details please refer report on Corporate Governance attached with thisannual report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of Directors namely Mr.Dhananjaya Pati Tripathi (Chairman) Ms. Veni Verma Dr. Raj Kamal Aggarwal as othermembers.

The Chairman of the Committee is an Independent Director. The composition of theNomination & Remuneration Committee is in conformity with the requirements of Section178 of the Companies Act 2013 and SEBI Listing Regulations.

During the Financial Year ended 31st March 2021 the committee met 1 (one) time. Forfurther details please refer report on Corporate Governance attached with this annualreport.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder & Relationship Committee comprises of Directors namely Ms. VeniVerma (Chairman) Mr. Dhananjaya Pati Tripathi Mr. Amarendra Kumar Sinha as othermembers.

The Chairman of the Committee is a Non- executive Director. The composition of theStakeholder & Relationship Committee is in conformity with the requirements of Section178 of the Companies Act 2013 and SEBI Listing Regulations.

During the Financial Year under review the Stakeholder Relationship Committee met Four(4) time.

For further details please refer report on Corporate Governance attached with thisannual report.

29. VIGIL MECHANISM

The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.Protected disclosures can be made by a whistle blower through an e-mail or a letter tothe Compliance Officer or Executive Director or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at the link: http://www.jindalinfralogistics.com/policypdf/POIICY-VIGII%20 MECHANISM.pdf.

30. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loans or guarantees or securities is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Notes to the standalone financial statement).

31. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As your Company is not engaged in any manufacturing activity the particulars relatingto conservation of energy and technology absorption as mentioned in the Companies(Accounts) Rules 2014 are not applicable to it. However emphasis is placed on employingtechniques that result in the conservation of energy. There were no foreign exchangeearnings and outgo of your Company during the Financial Year.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of employee whose particulars are required to be furnished under Section197 (12) of the Companies Act 2013 read with Rules 5 (1) 5 (2) and 5 (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedat Annexure - 4.

33. PUBLIC DEPOSITS

During the Financial Year ended March 312021 the Company has not accepted any publicdeposits and no amount on account of principal or interest on public deposits wasoutstanding as on 31st March 2021.

34. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the Financial Year there are no significant material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and company'soperations in future.

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

The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace and the Company has complied with provision related to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. No complaint of harassment was receivedduring the Financial Year.

36. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to concerned Departments of Central/ State Governments Financial Institutions & Bankers Customers and Vendors for theircontinued assistance and co-operation. The Directors also wish to place on record theirdeep sense of appreciation for the committed services of the employees at all levels. Weare also grateful for the confidence and faith that you have reposed in the Company as itsmember.

For and on behalf of the Board of Directors
Place : New Delhi Dr. Raj Kamal Aggarwal Chairman
Dated : 13th August 2021

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