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Jyoti Structures Ltd.

BSE: 513250 Sector: Infrastructure
NSE: JYOTISTRUC ISIN Code: INE197A01024
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OPEN 11.95
PREVIOUS CLOSE 11.94
VOLUME 96649
52-Week high 25.95
52-Week low 11.40
P/E
Mkt Cap.(Rs cr) 735
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.95
CLOSE 11.94
VOLUME 96649
52-Week high 25.95
52-Week low 11.40
P/E
Mkt Cap.(Rs cr) 735
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jyoti Structures Ltd. (JYOTISTRUC) - Director Report

Company director report

Dear Members

Jyoti Structures Limited

In exercise of powers of the Board of Directors of Jyoti StructuresLimited ("the Company"/ "JSL")hereby presents the 46thAnnualReport on business and operations of the Company along with Standalone and ConsolidatedAudited Financial Statements for the year ended March 31 2021.

CORPORATE INSOLVENCY RESOLUTION PROCESS FOR THE COMPANY

State Bank of India had filed application under section 7 of the Codefor initiation of corporate insolvency resolution process ("CIRP") of theCompany before Hon'ble National Company Law Tribunal Mumbai Bench("Hon'ble NCLT"). Pursuant to the Order dated July 4 2017 of Hon'bleNCLT (the "Order") CIRP was initiated in respect of the Company under theprovisions of the Code and Ms. Vandana Garg was appointed as the interim resolutionprofessional ("IRP") of the Company. Subsequently on August 12 2017 the IRPwas appointed as the resolution professional ("RP") of the Company by thecommittee of creditors by e-voting pursuant to the first meeting of the committee ofcreditors held on August 10 2017. As per the provisions of the Code the management ofaffairs of the Company and powers of the Board of Directors of the Company were vestedwith the RP. The ERP is being assisted in managing the day-today affairs of the Company bythe existing erstwhile management team of the Company and Insolvency Professional Entityteam of BDO Restructuring Advisory LLP.

The resolution plan submitted by the successful resolution applicantwas approved by Hon'ble NCLT vide its order dated March 27 2019. In terms of theapproved resolution plan the management of the affairs of the Company has been vestedwith the RP/ ERP until the date of transfer of control of the Company to the successfulresolution applicant/ proposed investors. As on the date of finalization of the financialsand the Annual Report for the financial year 20-21 the ERP is managing the Company andthe successful resolution applicant is in the process to begin the implementation of theapproved resolution plan and subsequently to take over management and control of theCompany from the RP/ ERP.

During the Financial year 20-21 the Covid-19 pandemic spread worldwiderapidly there by forcing the government to enforce complete lock-down since March 242020 for almost all economic activities except essential services which are allowed tooperate with limited staff strength. India suffered an abrupt ambush by Second wave ofCovid-19 which induced yet another lockdown from March 2021 until June 2021. Howeverduring both the lock down periods your company continued its operations by strictlyadhering to the minimal staff strength requirement and maintaining social distance as wellasother precautions as per government directions.

FINANCIAL RESULTS

Performance of the Company on standalone basis for the financial yearended March 31 2021 is as summarized below:

(In Rs. Lacs)

Particulars Financial Year Ended 31st March 2021 Financial Year Ended 31st March 2020
Income from Operations - 207.05
Profit before Interest and Depreciation (25458.53) (80469.09)
Financial Cost 149420.72 147321.74
Depreciation and Amortization (Net) 967.49 1584.12
Profit / (Loss) before tax (175846.74) (230001.63)
Tax Expenses - -
Profit/(Loss) after tax (175846.74) (230001.63)

Note:

1. The above figures are extracted from the audited StandaloneFinancial Statements as per Indian Accounting Standards ("Ind AS"). Forthe purpose of transactions to Ind AS the Company has followed the guidance as prescribedin Ind AS 101 with the First Time Adoption of Indian Accounting Standards with April 12015 as the transition date and IGAAP as the previous GAAP.

2. The statement includes the figures / amounts for the Quarter endedon date in respect of its eleven unaudited branches at Bangladesh Bhutan I Bhutan IIKenya Tanzania Tajikistan Georgia Rwanda Tunisia South Africa and Uganda as signed /certified by senior employees of JSL. Further the details of three branches at EgyptKuwait & Dubai are not available hence the same have not been considered in the abovefinancials.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs ("MCA") vide itsnotification in the Official Gazette dated February 16 2015 notified the IndianAccounting Standards (Ind AS) according to which certain class of companies whichinter alia included all listed companies whose accounting period begins on or after April1 2016 are required to comply with the Ind AS. The Ind AS has replaced the existingIndian GAAP prescribed under Section 133 of the Companies Act 2013 ("Act")read with Rule 7 of the Companies (Accounts) Rules 2014. For the Company the Ind AS isapplicable form April 1 2016 with a transition date of April 1 2015 and IGAAP as theprevious GAAP.

Accordingly Standalone and Consolidated Financial Statements of theCompany for the Financial Year 20-21 have been prepared as per the IND AS.

The following are the area which had an impact on account of transitionto Ind AS:

Business combinations including recording of intangibles and deferredtaxes and accounting for common control transactions.

• Fair Valuation of certain financial instruments

• Employee costs pertaining to defined benefit obligations

• Discounting of certain long-term liabilities

• Share-based payments

The reconciliations and descriptions of the effect of the transitionfrom IGAAP to Ind AS have been provided in the notes of accounts in the standalone andconsolidated financial statements.

FUTURE PROSPECTS

India aspires to become a world leading economy wherein power energyand electricity sector could help catalyze the process. Undeniably Indian electricitygeneration as well as distribution quantifies to be the third largest in Asia whichpersistently grows by the passing day. This creates a huge demand and its correspondingsupply for electricity which warrants huge infrastructural development in the field. Theconstraints which lead towards energy loss in transmission and distribution needs to berefurbished and necessitates crucial instantaneous up gradation.

Ambitious budget allocation of government of India:

Finance Minister of India Nirmala Sitharaman has allocated INR 3.05trillion outlay in a parliamentary session for the upgradation of electricity distributionand transmission. As has been stated by the Finance Minister consequent to the economicdevelopment India is in a dire need of a mechanism that can contribute to support of therising demand and meeting its supply requirements hence this would prove to provide theframework to curb down lacunae in the distribution and transmission system. This wouldhelp stimulating the efficiency and effectiveness of the transmission and distribution ofelectricity supply chain management to curtail the transmission loss of India which ismore than twice the world average amounting to 20% of the loss of generation thereof.

Proposed innovative technologies and vital advancement in the sector:

1. Revamping the transmission line in Indian electricityecosystem with following advancements:

• Reconductoring

• Dynamic Line Rating

• Power Flow Controller

• Live Line Reconductoring

• Protective Tower Coating

2. Voltage upgradation:

Indian electricity infrastructure supports hitherto 400 KV linetransfer which has its restrictions in megawatt transfer while the aspired scale of 1200KV will allow 6000-8000 MW which combat the challenges put up with the transmission lossand lack of sound transmission system.

3. Substation:

Electrical and electronic sector in Indian parlance is moving forthgradually with departure from AIS technology of Substation towards GIS technology whichhas an ever-rising demand and global impact. Progressive transformation from AIS to GIScan be attributed to various factors in GIS technology such as maintenance life spanoperation construction compactness and installation which hereby has edge over AISwhen it comes to value addition and performance demarcation.

4. Transitioning from conventional AC transmission system toHigh-voltage direct current (HVDC) technology: HVDC extends several meritsweighed againstthe alternating current transmission systems which primarily entails theliberty for moreefficient bulk power transfer over long distances and a reduced amount of transmissionloss.

5. New age of solar and wind energy:

Despite of the fact that solar and wind energy provides for asustainable growth and environmental development; it also provides in diminishing thetransmission loss by using Direct Current. Paucity of transmission infrastructure has beenalarmingly concerning and need of the hour is to formulate policies to have effectiveoperating mechanism as well as framework in India.

A proposal to seek the Cabinet approval for the Electricity (Amendment)Bill 2021 was circulated in January 2021 and the draft law is likely to be introduced inParliament in upcoming session. Herein substantial policy changes have been proposed tobe promulgated as an Act which would provide imminent amendments in Indian electricitysystem regulation.

Jyoti Structure Limited has been excelling in Indian market for overand above three decades. JSL has been a pioneer in the rural electrification diverseturnkey solutions for High Voltage Power Transmission Lines Substations and DistributionLines and high voltage tower testing. The wide arena of scope advancement in theelectricity sector on account of abovementioned technological innovations would expandthe range of opportunities in the industry. JSL is not only proficient but also competentenough to sustain the posed impending growth of scope advancement in industry withsolution as well as client-oriented approach.

PERFORMANCE HIGHLIGHTS

At standalone level the gross revenue from operations stood at NILduring FY 20-21 as compared to INR 207.05 Lacs in the previous year. The operating lossbefore tax stood at INR 175846.74 Lacs during FY 20-21 as compared to operating lossbefore tax of INR 230001.63 Lacs in the previous year. The net loss for the FY 20-21stood at INR 175846.74 Lacs as compared to net loss of INR 230001.63 Lacs in theprevious year.

During the year under review the Company experienced variouschallenges persistently all pervasive due to the lack of operating mechanism and effectivecommunication due to the lacunae caused by the lockdown pursuant to the guidelines passedby the governments for regulating COVID 19 efficiently. Additionally India faced upsurgeof Covid 19 cases which eventually lead to Second Wave nationwide while even worsening thealready battered economy impacted badly by the first wave.

Owing to the aftermath of partly non-functional management inoperativeCompany status quo and non-significant accounting transactions the Company was confrontedwith humongous congestion in the decisive ability as well as efficient work execution.This has ensuing effect on the paucity of financial resources manpower funds allocationand disbursal supply network and management which recurringly targeted our alreadylimping financial performance.

TRANSFER TO RESERVES

In view of losses incurred by the Company during the financial year noamount has been transferred to the General Reserve.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF YOURCOMPANY

There has been no change in the business of the Company. However thisis to bring to your notice as stated above that State Bank of India in June 2017 preferredan application for commencement of CIRP of the Company before Hon'ble NCLT whichthrough its order dated July 4 2017 ordered initiation of CIRP of the Company andappointed Ms. Vandana Garg as the IRP for the Company. The appointment of Ms. Vandana Gargwas confirmed/ approved as the RP of the Company by the Committee of Creditors ("CoC")w.e.f. August 12 2017.

Hon'ble NCLAT by its Order dated March 19 2019 remanded thematter back to Hon'ble NCLT to approve the resolution plan as submitted by theResolution Applicant on March 25 2018 with some modifications. Hon'ble NCLT by itsorder dated March 27 2019 approved the Resolution Plan u/s 31 of IBC 2016 as wassubmitted by the Resolution Applicant u/s 30 of the Code.

Considering long delay in implementation of the Approved ResolutionPlan by the Resolution Applicant The ERP on the advice of the lenders filed anApplication before Hon'ble NCLT Mumbai Bench in January 2020 for seeking furtherguidance and instructions to the Resolution Applicant to implement the Approved ResolutionPlan in a time bound manner. In response the Resolution Applicant submitted an Affidaviton December 16 2020 enlisting the conditions precedent to be fulfilled in a giventimeline for implementation of the Approved Resolution Plan. Pursuant to the subsequentorder of Hon'ble NCLT Mumbai Bench dated January 06 2021 the ERP filed anapplication with both the stock exchanges - to BSE on January 18 2021 and NSE on January202021 - for reclassification of the existing promoters and promoters group public andmaking Jyoti Structures Ltd. a promoter-less company in compliance to one of theconditions precedent. In conclusion the Company has received approval on June 25 2021form the stock exchanges on the reclassification application and the same has intimated tothe Shareholders on June 26 2021.

In terms of the Approved Resolution Plan till the date of transfer ofcontrol of the Company to the proposed investors the Company is being managed andcontrolled by the ERP under the guidance of the Secured Financial Creditors and in closeco-ordination with the proposed investors. During this interregnum period the ERP shallperform the same duties (as it is required to discharge and as may be further stipulatedby the monitoring committee) and have the same powers (which she has) during the CIRP andall rights powers duties and privileges of the board of directors of the Company.

DIVIDEND

In view of losses incurred during the period under review the ERP doesnot recommend any dividend on the equity shares for the financial year ended March 312021.

SHARE CAPITAL AND LISTING OF SHARES

During the year under review the authorized share capital of theCompany as on March 31 2020 was INR 850000000/- (Rupees Eighty Five Crores only)divided into 300000000 (Thirty Crores) numbers of equity shares of INR. 2/- (RupeesTwo) each and 2500000 (Twenty Five Lakhs) numbers of preference shares of INR 100/-(Rupees One Hundred) each. The authorized share capital structure remained unchangedduring the financial year under review.

The paid-up Share Capital of the Company as on March 31 2021 was INR469055420/- (Rupees Forty Six Crores Ninety Lakhs Fifty Five Thousand Four Hundred andTwenty only) and remained unchanged during the financial year under review.

The equity shares of the Company are listed and traded in compulsorydematerialized form on the BSE Limited and the NSE of India Limited.

Although it is pertinent to note that the operating framework hassuffered an immense set back on account of the impediments due to COVID 19 and deficientmechanism to cope up with the unforeseeable lockdown resulted after the Country was hitabruptly by Second wave of Covid 19 which made coordination with stakeholders andoperations quite difficult.

Ms. Sanjeevlata Samdani the then Company Secretary of JSL resignedfrom her post vide resignation letter dated May 18 2018 without serving notice periodwith no handover of work/ details/ relevant passwords and documents. Due to no handover ofdocuments and other relevant details. Essentially due to the abrupt departure of Ms.Sanjeevlata Samdani position of the company got highly prejudiced hence there was nosuitable candidate to assume the responsibility as Company Secretary. These circumstancesleft a void in the fulfilment of the compliance requirements of the company whichwarranted during the year several queries in which the Company has received variousletters from NSE and BSE for the Non filing of Compliances under Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI LODR").

Appointment of Ms. Sonali Gaikwad as the Company secretary andCompliance officer was confirmed by te Boards in its meeting hald on December 2019 Thesaid event has intimated to the Stock exchanges as on December 16 2019.

SUBSIDIARY COMPANIES

We understand that as per Section 129 of the Act if the Company hasany subsidiary (ies) and associate company (ies) the Company along with its StandaloneFinancial Statements is required to provide Audited Consolidated Financial statements toits shareholders in the Annual General Meeting.

Considering the above the ERP makes following disclosure for recordsof members and other stakeholders.

From Section 18 of the Code and the terms of approved resolution planwe also understand that the ERP shall perform the following duties namely: -

(a) Collect all information relating to the assets finances andoperations of the corporate debtor for determining the financial position of the corporatedebtor including information relating to -

(i) Business operations for the previous two years;

(ii) Financial and operational payments for the previous two years;(iii) List of assets and liabilities as on the initiation date; and (iv) Any other mattersincidental thereof as may be specified;

(b) Receive and collate all the claims submitted by creditors to ERPpursuant to the public announcement made under sections 13 and 15;

(c) Constitute a committee of creditors;

(d) monitor the assets of the corporate debtor and manage itsoperations until an RP is appointed by the committee of creditors;

(e) file information collected with the information utility ifnecessary; and

(f) take control and custody of any asset over which the corporatedebtor has ownership rights as recorded in the balance sheet of the corporate debtor orwith information utility or the depository of securities or any other registry thatrecords the ownership of assets including -

(i) assets over which the corporate debtor has ownership rights whichmay be located in a foreign country;

(ii) assets that may or may not be in possession of the corporatedebtor;

(iii) tangible assets whether movable or immovable;

(iv) intangible assets including intellectual property;

(v) securities including shares held in any subsidiary of the corporatedebtor; financial instruments insurance policies;

(vi) assets subject to the determination of ownership by a court orauthority;

(g) to perform such other duties as may be specified by the Board.

Explanation. – For the purposes of this section the term"assets" shall not include the following namely: -

(a) assets owned by a third party in possession of the corporate debtorheld under trust or under contractual arrangements including bailment;

(b) assets of any Indian or foreign subsidiary of thecorporate debtor; and

(c) such other assets as may be notified by the Central Government inconsultation with any financial sector regulator.

As per the Code the management of the affairs of the Company has beenvested in the IRP/ RP/ ERP and not the management or operations of the Indian or foreignsubsidiaries of the Company. However the ERP made multiple attempts to obtain from theDirectors or erstwhile Management of Company's subsidiaries and associate companiestheir respective audited financial results for consolidation purposes.

After all the persistent efforts financial statements of only fewsubsidiaries were made available and as a result the consolidated financial statementsincludes These consolidated results includes results of ten unaudited subsidiaries(including three step down subsidiaries) and two joint ventures for the ended March 312021. Further in the alignment of accounting policies of foreign subsidiary with that ofthe holding company has not been done in the absence of relevant information. In theabsence of documentary supportings of the transactions the subsidiary accounts areincorporated in the above statement based on the transactions available in the books ofthe subsidiaries maintained in the accounting package of the respective subsidiaries asmade available. While facilitating the collection and dissemination of the saidinformation the ERP has relied upon and assumed the accuracy /veracity of informationprovided without confirmation or verification of their correctness by placing good faithon Company's/ subsidiary companies' management and the senior accounts andfinance team compiling and providing the said financial statements.

In compliance with applicable provisions of the Act a statementcontaining the salient features of the financial statements of the subsidiaries/associates /joint ventures companies is provided in Form AOC-1 for the year ended March31 2021 is annexed and forms part of this Report.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments are available on the website of the Company http://jyotistructures.in/investor.html.

The audited consolidated financial statements prepared in accordancewith the prescribed accounting standards form part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Owning to the default in repayment of deposits and redemption ofdebentures including interest thereon repayment of deposits and interest thereon theerstwhile Directors before the initiation of CIRP were disqualified with effect from June27 2017 as per the provisions of section 164(2)(b) of the Act.

The powers of the Board of Directors were suspended u/s 17 (1) of IBC2016 by virtue of Hon'ble NCLT Order dated July 4 2017 and stood vested with theIRP/RP. The appointment of Ms. Vandana Garg was affirmed as the RP of the Company by theCommittee of Creditors with effect from August 12 2017.

The process of taking over of management and control of the Company bythe successful resolution applicant is going on. However on account of theprotractedCOVID-19 lockdown induced by the upsurge in Covid 19 cases after blunt thrashing of Secondwave in the country which hitherto is again clamped has adversely impacted theday-to-day operations of the Company as well as the takeover process has also beenadversely affected.

Meanwhile the MCA has issued General Circular No. 08/2020 dated March6 2020 regarding filing forms in Registry (MCA-21) by the Insolvency Professional(Interim Resolution Professional) or Resolution Professional or Liquidator appointed underIBC code 2016 while the proceeding and implementation of the resolution plan remainsundetermined. The Company has filed Form INC 28 as well as Form DIR 12 along with requireddocuments for the inclusion of the Resolution Professional on the Master Data of theCompany designating the RP as the CEO and the Authorized Signatory and it is successfullyreflected on MCA portal w.e.f March 6 2020.

The existing directors of the suspended Board namely Mr. S. D.Kshirsagar Mr. Kanayo R. Thakur Mr. Ramesh C. Rawal and Mr. Kalpesh Kikani had expiredtheir tenure and all of them did not get reappointed and the same has been ratified in the42nd Annual General Meeting. The said event has intimated to the stockexchanges as on February 27 2019.

The status quo prevailing in the Board forthwith includes Mr. RajendraPrasad Singh appointed as the Non-Executive and Independent Director as the incumbent tohold office for a term not exceeding three consecutive years starting from February 22021and sitting fees are paid on such terms and remuneration as finalised with the ERP asthe Chairperson of the Board. The term of appointment has been intimated to the stockexchanges as on February 2 2021

The Company has apprised the stock exchange on the event of sad demiseof Mrs. Jyotsna Jamkhandi Nominee Director as on February 1 2021.

Mr. Kannan Ramamirtham and Mr. Abhinav Angirish have been expedientlyappointed as the additional directors (non-executive & Independent) effective fromMarch 17 2021 and regularized as the Independent Directors for a term not exceeding threeyears in 45th AGM. The abovementioned appointment would cease to hold effect inthe contingent circumstances where the approved resolution plan would not be implementedin the designated time which subsequently would lead to liquidation.

Mr. Anil Mishra who has been appointed and approved in the COC meetingdated August 12 2017 as Interim CFO and the same has been considered as well as confirmedin the Board meeting of the Company wherein he was approved to be appointed as the CFOwith effect from June 25 2021.

Ms. Sanjeevlata Samdani resignation as Company Secretary of the Companytendered on May 18 2018 was accepted with effect from October 3 2019 in Board Meeting(ERP) held on December 16 2019. The said event has intimated to the stock exchanges as onOctober 11 2019.

Appointment of Ms. Sonali Gaikwad as Company Secretary and Complianceofficer was confirmed by the Board in its meeting held on December 16 2019. The saidevent has intimated to the stock exchanges as on December 16 2019.

Initiative to comply with stipulated Board Structure:

The Company was not compliant with the appropriate Board compositionpursuant to the provision of SEBI LODR regulations 2015.

Dr. Govind Prasad Saha and Mrs. Monica Chaturvedihave been expedientlyappointed as the additional directors (non-executive & Independent) effective fromAugust 6 2021 to hereby be resolved to hold office till the conclusion of next AGM whichis subject to their regularization as the Independent Directors for a term not exceedingthree years from the date of ensuing AGM. The ERP recommends appointment of aforementionedDirectors as Non-executive Independent Director of the Company in 46th AnnualGeneral Meeting of the shareholders of the Company. The abovementioned appointment wouldcease to hold effect in the contingent circumstances where the approved resolution planwould not be implemented in the designated time which subsequently would lead toliquidation.The term of appointment has intimated to the stock exchanges as on August 62021.

Disqualification under the section 164(2)(b) of the Act manifested theeviction of directors of the company and henceforth their DSC were suspended. On thisground accordingly under these circumstances the manual backend process of inductionwith ROC Mumbai for the newly appointed directors had been initiated and Mr. AbhinavAngirish has been successfully appointed as a Director on the Board of the company.

Present Composition of the Company board is as per the SEBI (LODR)Regulations 2015 and the Company has successfully taken all the necessary steps to removethe names of its Erstwhile disqualified director's which includes Mr. Kanayo RThakur Mr. Ramesh C Rawal & Mr. Sadashiv D Kshirsagar. Also the Company has filedvarious pending forms using DSC of Present qualified director and Company Secretary afterwhich the Company achieved the Active Compliant status on MCA portal.

BOARD EVALUATION

The Company has constituted new board as per the SEBI (LODR)Regulations 2015 and therefore evaluation of Board has not taken place during the yearunder review.

MEETINGS

Four meetings of the Board of Directors were held on August 13 2020December 30 2020 January 7 2020 and March 17 2021 during the year under review.

The intervening gap between the Meetings was within the periodprescribed under the Act and SEBI LODR.

COMMITTEES OF THE BOARD

The erstwhile directors before the initiation of CIRP were disqualifiedwith effect from June 27 2017 for default in repayment of deposits and redemption ofdebenture including interest thereon.

Post the initiation of CIRP the powers of the Board of Directors weresuspended and stood vested in Ms. Vandana Garg as IRP/RP with effect from July 4 2017.

Reconstitution of the Board has taken place during last two financialyears FY 2020-21 and FY 2021-22. Final reconstitution of the Board in compliance to theApproved Resolution Plan is still be completed. Hence reconstitution of the committees ofthe Board shall be done once Board reconstitution will be completed.

REMUNERATION POLICY

The Company has a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and other employees. The policy alsolays down criteria for selection and appointment of Board Members.

The details of this policy are given in the Corporate Governance Reportwhich forms part of this Annual Report.

However the Company has not paid any remuneration to any Directors.Although sitting fees to the directors has been paid as per the JSL's policy.

CORPORATE SOCIAL RESPONSIBILITY

With the disqualification of erstwhile directors and suspension ofpowers of the board w.e.f. July 4 2017 the powers of Corporate Social ResponsibilityCommittee ("CSR Committee") were also suspended.

However for your kind consideration please take note that as theCompany does not have net profits during any financial years the Company could not beobligated to constitute a CSR committee formulate CSR fund comply with the provisionsunder Section 135 of the Companies Act 2013 and explain non-expenditure towards thecategories specified in schedule VII thereto.

The Annual Report on CSR containing the particulars specified in theAnnexure I to the Companies (CSR Policy) rules 2014 is annexed and forms part of thisReport.

The Company's Policy on CSR is available on the Company'swebsite www.jyotistructures.in.

RISK MANAGEMENT

Post the suspension of powers of the Board w.e.f. July 4 2017 theCompany has not constituted a Risk Management Committee as required under regulation 21 ofSEBI LODR.

The ERP did not find Enterprise Risk Management framework across theorganization. The Company runs the risk of breakdown of supplies higher prices andinterest charged by various parties due to severe financial constraints and no negotiationcapability. If this trend is continued going forward sustainability of operations cannotbe ensured in long runto be operated on concentrated supply levels. The procurement policyand decisions pertaining to such matters needs to be revisited to mitigate the risk ofover dependency on few vendors/suppliers etc.

The ERP has observed various lapses in proper risk assessment and riskmitigation across departments/functions. For example the vendor/tax/debtors'reconciliation statements were not maintained or monitored in order to de-riskduplication excess bookings etc.

RELATED PARTY TRANSACTIONS

There were no material related party transactions during the CIRPhence no disclosure is made in respect of related party transactions. Related partytransactions during April 1 2020 to March 31 2021 are reported in financial statementsof the Company.

The Company's policy on related party transaction which isavailable on the Company's website www.jyotistructures.in.

AUDITORS Statutory Auditors

Pursuant to the provisions of the Section 139 of the Act and the Rulesmade M/s G.P. Sharma & Company LLP Chartered Accountants were appointed as StatutoryAuditor for a period of 1 (one) years i.e.FY 2020-2021. The appointment and remunerationof Statutory Auditor has been duly approved by the Board and the lenders.

Management Comment on auditor qualifications to be provided:

I. Audit qualification(s) where impact is quantified by the Auditor andManagement.

The consolidated financial results include the financial andother information in respect of two foreign subsidiaries (including their step-downsubsidiaries) based on unaudited financial statements.

The consolidated financial results includes Assets and Liabilities ofRs. 5188.78 Lacs and Rs. 9459.56 Lacs respectively as at March 31 2021 (Previous yearRs. 4576.55 Lacs &Rs. 12854.96 Lacs) and Total Revenue of Rs. 4042.93 Lacsrespectively (Previous year Rs. 1436.89 Lacs) for the year ended March 31 2021 inrespect of these unaudited foreign subsidiaries. In the absence of the audited accountsw.r.t. these we are unable to comment on the amounts of these components considered inthe consolidated financial results.

Management's Comment:

In the absence of audited financials of subsidiaries the management ofthe company has considered management certified financials of subsidiaries.

In respect of the holding company:

There are credits and debits aggregating to Rs. 140359.31 lacs andRs. 224.82 Lacs respectively as at the end of the reporting period in bank statements nodetails w.r.t the said entries in bank statement was made available to us and the Companyhas not taken the effect of the same in books of accounts. In the absence of details weare unable to comment on the effect of such entries in the financial results of theCompany.

Management's Comment:

ERP has requested multiple times to respective banks to provide furtherdetails of such entries posted in the bank statement however upto the reporting date offinancial statements no further details were made available and therefore the same isreported as bank reconciliation item. As and when the bank provides details of the sameappropriate entries will be passed in the books of accounts.

In respect of its expenses:

During the year employee costs have been booked as ascertained by thecompany based on actual attendance the same was hitherto being accounted for allemployees irrespective of attendance. In view of the underlying records being madeavailable partly we are unable to comment on the Employee Costs of Rs. 397.58 Lacsdebited to statement of profit and loss.

In the absence of foreign currency(ies) balances in the books ofaccounts we are unable to verify the adequacy of net loss due to foreign exchangefluctuation of Rs. (-) 1290.17 lacs (including for foreign branches) in the statement.

In view of these details not being available we are unable to commentof the impact on the statement.

Management's Comment:

Due to liquidity constrain during the year the management of thecompany had decided to record salary and payroll expenses based on actual attendance ofthe respective employees. The management has provided respective locations vizplants/factories/HO etc. the attendance registers and salary register to verify the same.Since there is continuously liquidity issues with the Company no employees were availableto collate all the information at respective locations therefore the management hasprovided all the necessary information to the maximum extent.

Before the CIERP period the Company used to maintain all the data andinformation in SAP Package however since the company is unable to pay the cost of annualmaintained such data is not available and therefore data with respect to foreign debtorscreditors etc. have been maintained in excel and accordingly exchange gain/loss has beenconsidered for accounting purpose.

The company has provided for an amount of Rs. 114.80 Lacsfor the year ended March 31 2021 in respect to the interest payable to Micro and SmallEnterprises for which no working/ basis are available. Further no provision for interestpayable in respect of delayed payments to other vendors have been made;

Management's Comment:

Based on the information available for MSME creditors interest hasbeen provided as per applicable rates.

The statement includes the assets liabilities income andexpenditure in respect of 11 branches (including one audited branch) out of total 14branches for the year ended March 31 2021 and in respect of 1 branch balances are as onDecember 31 2017. These statements have been included based on management accounts ofthese 11 branches.

The same are subject to changes on completion of audit in the absenceof details we are unable to comment on the impact it may have on the statement.

Amount w.r.t branches which are incorporated in statement are Totalassets and liabilities as on March 31 2021 of Rs. 16884.07 Lacs &Rs. 30058.69 Lacsrespectively Total Income Nil and Total Profit (Net of losses) including OtherComprehensive Income of Rs.(-) 701.11 Lacs for the year then ended.

Further the foreign currency exchange rates considered for translatingthe items in statement of profit and loss account is simple average of opening and closingduring the year to date of reporting period however daily moving average should have beenconsidered for conversion of the same.

Management's Comment:

All the foreign branches are managed by the overseas based employees ofthe Company. The ERP has made all the efforts to arrange for the relevantinformation/details of branch accounts. The ERP has made available all the detailsreceived from the overseas employees and accounts and taxations head of the Company.However supporting documents could not be received. In future if details are receivedthe effect of the same would be incorporated in the books of accounts suitability.

During 2017-18 the company had incorporated financialstatements of five branches for the period till December 31 2017. During 2018-19unaudited financial statements were available however details w.r.t intervening periodfrom 01.01.2018 to 31.03.2018 is not available. Further there are opening difference inthe branch trial balance aggregating to Rs. 69.38 lacs which have been debited to Reservesand Surplus for which the underlying details are not available. This has also resulted inthe corresponding period figures not being comparable.

Management's Comment:

All the foreign branches are managed by the overseas based employees ofthe Company. The ERP has made all the efforts to arrange for the relevantinformation/details of branch accounts. The ERP has made available all the detailsreceived from the overseas employees and accounts and taxations head of the Company.However supporting documents could not be received. In future if details are receivedthe effect of the same would be incorporated in the books of accounts suitability.

The company is carrying Rs. 825.76 Lacs as prepaid expensesas on March 31 2021 in respect of which the underlying details are not available andhence we are unable to comment on the adequacy of the same being charged off or carriedforward.

Management's Comment:

All the prepaid expenses are pertains to pre-CRIP period and hence allthe decisions has been taken by the erstwhile management and all the information/detailsare not shared with the ERP.

The company had issued preference shares of face value ofRs.2500 Lacs which were repayable along with 69% redemption premium i.e. Rs.1725 lacson 14.03.2018 the company was not able to redeem the same and liability of Rs.4225 lacsis in books of accounts.

Management's Comment:

Due to liquidity constrains and considering that the Company is underresolution preference shares could not be redeemed

II. Audit qualification(s) where impact is not quantified by theAuditor and Management

In the absence of the financial statements or managementaccounts for the quarter and year ended March 31 2021 of three wholly-ownedsubsidiaries namely Jyoti International Inc Jyoti Americas LLC and Jyoti StructuresCanada Ltd. and its Joint Ventures. transactions and balances in respect of these havenot been incorporated in the Consolidated Financial Results which is not in compliancewith the requirements of Ind AS – 110 issued by ICAI. Further the details w.r.t.Joint Ventures as required under Ind AS 110 and SEBI (LODR) Regulations 2015 have notbeen disclosed Management's Comment: Despite various follow-ups no data with respectto the subsidiaries mentioned has been provided by the subsidiary in charge and thereforemanagement is not in a position to comment upon.

In the absence of details of transactions and balancesoutstanding with components within the group the elimination of transactions and balancesoutstanding within the group done in the consolidated financial results could not be fullyverified by us. Further the transactions / balances within the group as per the books ofthe holding company have also been eliminated to the extent the relevant details wereavailable. The same is not in compliance with the requirements of Ind AS 110 issued byICAI. In the absence of the details being made available the impact of the same is notascertainable.

The details in respect of amounts appearing under Other ComprehensiveIncome w.r.t. components is not available due to which we are unable to comment on thesame.

Management's Comment:

Reconciliation of Holding Company balances with subsidiaries books isin process. Further based on available information from respective subsidiaries themanagement has provided information/details for verification to the auditors.

The requirements of Ind AS – 110 issued by ICAI such asalignment of accounting policies of all component and holding company have not beencomplied with in the absence of relevant details being available with the management.

Impact whereof if any is not presently ascertainable.Management's Comment:

In the absence of audited accounts of subsidiaries and appropriateinformation/workings with respect to accounting policies of subsidiaries the managementcould not identify such variation in accounting policies of holding company vis--vissubsidiaries and therefore the alignment of accounting policies has not been complied

The company has considered the management accounts of twoforeign subsidiary (including three step-down subsidiaries) for the purpose ofconsolidation. These statements / accounts have been consolidated on a line by line basiswithout giving effect if any of the differences in the GAAP / accounting frameworkapplicable for the respective foreign countries and India.

Management's Comment:

The financial statements of subsidiaries has been consolidated as perIND AS requirements of line by line additions. As far as effect of GAAP /accountingframework of subsidiaries are concerned due to limited information/ details the samecould not be considered

The amount appearing under Non-Controlling InterestGoodwill Fixed Assets are subject to reconciliation on the availability of the underlyingdetails of which the impact if any is not presently ascertainable.

Management's Comment:

Due to unavailability of Non-Controlling Interest Goodwill FixedAssets etc. from the subsidiaries companies the same could not be adjusted to the extentinformation unavailable

The management has prepared these Consolidated FinancialResults on a going concern basis in spite of following facts and circumstances:

a) The Group has reported loss after tax of INR 175883.87 lacs (EBIDTof Rs. (-) 25461.11 Lacs) during the year;

b) The net-worth of the Group has been fully eroded and is INR (-)1139211.56 Lacs as at March 31 2021;

c) There are no operations at plants during the current financial yearand revenue activities have also stopped on the same;

The persistence of above mentioned conditions cast doubt about theGroup's ability to continue as a going concern. The Group may be unable to dischargeits liabilities in the normal course of business and adjustments may have to be made toreflect the situation that assets may need to be realized other than in the normal courseof business and at amounts which could differ significantly from the amounts at which theyare currently recorded in the statement.

Management's Comment:

Hon'ble NCLAT New Delhi have vide the Order dt. August 20 2018directed the ERP to keep the Company as a going concern. Accordingly these financialstatements have been prepared for the Company as a going concern so that to give true andfair view of the financial position financial performance and cash flows in accordancewith the requirements of the Act and recognized accounting policies and practicesgenerally accepted in India including the applicable accounting standards and for makingaccurate representations to you to the extent of best of our efforts.

The rates for conversion of foreign exchange assetsliabilities income and expenditure are not in line with the requirements of Ind AS 21.

Management's Comment:

Due to limited information for each transaction entered in the books ofsubsidiaries the management has translated foreign assets and liabilities at an averagerate.

Amount of Reserves in respect of component(s) is not inagreement with the amount as per last year's closing.

Pending reconciliation of such difference we are unable to comment onthe same.

Management's Comment:

In the absence of appropriate details of subsidiaries companies as wellas various reconciliations accurate impact of difference could not be identified andhence the same has been adjusted in opening reserves

There was "disclaimer of opinion" in the auditreport for each of the financial year ended March 31 2020 March 31 2019 March 31 2018& March 31 2017 and no details / documents have been provided to us with respect tothe matters / balances for which disclaimer were issued and hence we are unable to verifythe same during current year in so far as it relates to the opening balances for the year.

Management's Comment:

There is neither additional subsidiaries details available nor furtherdevelopment happened during the year with respect to previous disclaimer report andtherefore the same could not be updated

In respect of the statement of cash flows for the year endedMarch 31 2021:

a) the details of the same for branches and unaudited subsidiaries arenot available and hence we are unable to verify the derived amounts considered in thestatement of cash flows. Further in respect of the comparative amounts for the year endedMarch 31 2020 the details of the opening period are not available and hence the amountsconsidered under comparative periods could also not be verified.

b) there are unreconciled difference manual adjustments etc. incalculation of operating profit of which the underlying details are not available thesame is not in line with the requirements of Ind AS 7.

Management's Comment:

Despite various follow-ups no data with respect to the subsidiariesmentioned has been provided by the subsidiary in charge and therefore management is notin a position to comment upon.

The audited financial statements / balance confirmations andother details in respect of various related parties including subsidiaries and jointventures of the company are not available due to which we are unable to comment on theimpact it may have on the carrying amount and the impairment if any in respect ofinvestments loans advances receivables payable provision for guarantees provided ifany disclosures for liabilities crystalized or contingent etc.

Management's Comment:

Despite various follow ups for the subsidiary associates and jointventures data from respective authorised representatives of these entities the ERP couldnot receive records/details some of these entities and therefore the same could not bemade available. however wherever possible audited financials of subsidiaries have beenprovided to the auditor and for rest of the cases management certified copy has beenarranged with authorisation from the Senior executive vice president of Accounts andTaxation of the company.

The inventory records / stock ledger (being part of books ofaccounts) are not available due to which we are unable to trace / reconcile the movementif any in the same through purchase sales consumption etc. and comment on theprovision if any required based on the condition and usability of the stocks. Furtherthe third party appointed for physical verification of inventories could verify only theinventories partially. In the absence of which we are unable to comment on the impact ifany on the statement.

Management's Comment:

In the absence of availability of module wise database of SAP EERPSystem and full control of the same for the period prior to 4th July 2017 these detailscould not be made available for the period prior to 4th July 2017 by ERP however postthat all the details have been duly shared with the auditors. ERP has filed Complaint atHon'ble NCLT Mumbai against Mr. Joseph Selvin (IT head of JSL); for his non -cooperation with ERP to conduct her roles and responsibility.

Statutory Dues / Compliances:

i) The company has been in default w.r.t. payment of interest to itslenders payment of statutory dues to govt. authorities and filing of periodic returnsthereof; delay in workers' dues etc. which may entail interest / penalty etc. whichis not ascertainable and hence not provided for.

ii) Balances with statutory authorities and input credits are subjectto reconciliation filing / revision of return(s) and admission by the respectivestatutory authorities and no provision has been made thus we are unable to commentwhether any provision for impairment in the value of such receivables is required.

iii) There are ongoing proceedings / claims pending before authoritiesunder various statutes the resultant impact if any has not been determined.

Management's Comment:

All the reconciliation between books vis--vis statutory returns/liabilities are under process. On account of CIERP proceedings insufficient dataavailability due to lack of cooperation of respective department head of the Company anddue to insufficient funds some of the statutory liabilities has not been discharged.Proper effect of the same would be given when the reconciliation/ assessment of statutoryliabilities will happen.

Revenue & Contracts and Trade Receivables:

i) Because of limited documentary evidence from the parties / customersfor the continuation of live contracts being made available we are unable to comment onthe status of the contracts and adjustment if any required for the same in thestatement. Further the details of work in progress with the age stage of completionacceptability to customers estimated future cost to completion progress billing etc. notbeing made available to us due to which we are unable to comment on the requirements ofprovision if any for WIP foreseeable losses income accrued but not due etc.

ii) No detailed workings are available for the calculation ofliquidated damages contractually leviable for delay in completion of contracts and thecosts for Defect Liability Period (DLP) which are contractually required to be incurredfor specified periods. In the absence of the working we are unable to comment onprovision if any required for the same.

iii) As against the total amount of Trade Receivables of Rs. 440027.32Lacs as at March 31 2021 Provision for Rs. 326291.07 Lacs has been made till March 312021 based on the assessment being made by the company. In the absence of confirmationfrom all the parties pending reconciliation of all parties disputed dues which are beingcontested by the company encashment of guarantees etc. we are unable to comment on theadequacy of the provision made by the company.

Management's Comment:

Inadequate working capital has put considerable financial pressure onthe Company and in particular on the cash flows delaying commissioning of most of theprojects being executed by the Company. The Company has made a total provision of Rs.1700Lacs for estimated losses upto 31st March 2020 in few projects on completion of thesecontracts. With the support of lenders and customers the Company has been managing toexecute the projects and the management is reasonably confident that the situation willimprove with implementation of resolution plan and hence the management is of the opinionthat the said provision is adequate.

Identified non compliances of Companies Act: We are unableto comment on the impact if any of these identified non-compliances of the provisions ofCompanies Act 2013 on the statement: The Company has not appointed Internal Auditors asrequired by Section 138 of the Companies Act 2013; Management's Comment: Due toinsufficient fund and operations of the Company internal auditors has not been appointed.Further the domestic revenue of the Company is below the threshold limits for appointmentof an internal auditors.

The compliances w.r.t various filings with the Ministry ofCorporate Affairs and entries / updation of various registers / forms as required underthe Companies Act 2013 have not been done; Management's Comment: In view of theBoard being superseded and the existing directors being even otherwise disqualified frombeing appointed due to continuous default w.r.t. repayment of public deposits thedirectors other than the independent director are not qualified for being reappointedand the same has also lead to various secretarial non-compliances including non-filing /delayed filing of various forms updation of registers etc

In view of pending confirmations/reconciliation from certain banksand financial institutions for different types of accounts and loans including non-fundbased limits we are unable to comment on the impact if any on the statement arising outof such pending confirmations / reconciliation.

Management's Comment:

ERP has already approached all the banks/financial institutions forstatements/confirmations. All the available statements/confirmations which have beenreceived from the banks/financials institution were shared with the auditors. Due todelayed response of few lenders some of the statements/ confirmations could not be madeavailable to the auditors. Also based on the sanction letters of each lenders the effectof interest commission financials charges has been provided in books of accounts.

The company has complied partially with the applicablerequirements of Ind AS 1 – Presentation of Financial Statements; Ind AS 2 –Inventories ; Ind AS 8 – Accounting Policies Change in Accounting Estimates andErrors; Ind AS 21 - The Effects of Changes in Foreign Exchange Rates; Ind AS 23 –Borrowing Costs; Ind AS 36 – Impairment of Assets ; Ind AS 37 - ProvisionsContingent Liabilities & Contingent Assets; Ind AS 105 Non-Current assets held forsale and discontinued operations; Ind AS 109 Financial Instruments; Ind AS 116–Leases;

Management's Comment:

The Company has prepared its books of accounts based on GenerallyAccepted Accounting Principles in India and to the extent information/details available.Since the Company is under CIERP there are certain limitations with respect to excess tosome of the information and therofore all the IND AS has been complied to the extent thedetails/information available

The internal controls in the company needs to besignificantly strengthened considering the following the impact of which if any is notascertainable:

a) The accounting software used is Tally which is an independentstandalone accounting system with no integration with various other operational aspectssuch as Inventory HR Production Sales etc. which in our view are serious controldeficiencies having regard to the fact that sufficient details for the same manually arealso not available;

b) There has been no system of Risk Control Matrix / Process Controlsin place to check the adherence to guidelines wherever framed by company and to monitordeviations if any.

c) The process of controls w.r.t. booking and maintenance of back uprecords in respect of expenses needs to be improved

d) The underlying records for monitoring the progress of work forbilling such as Measurement book and reconciliation of the same with Invoices raised / WIPare not available which is an important control documents for revenue from suchactivities.

Management's Comment:

In the absence of due co-operation from employees and erstwhilemanagement of the Company insufficient records/database of the Company the ERP hasprovided all the available information to the auditor and also made the best effort to getthe information from the previous statutory auditor of the Company. Severe crisis of fundconstrained the ERP to make any improvement in control and monitoring mechanism. Howeverthe ERP has been trying her best in keeping control and monitoring on the affairs of theCompany during CIERP through her team. But vast spread of Company's projects acrossIndia and overseas make it difficult to control and monitor all aspects.

Pending the finalisation of claims reconciliation processthe ad-hoc accounting of operational and financial creditors as done in the earlier yearscontinue. Further no interest has been accrued in respect of part of the amount. In theabsence of details we are unable to verify the same.

Management's Comment:

In the absence of due co-operation from employees and erstwhilemanagement of the Company insufficient records/database of the Company the ERP hasprovided all the available information to the auditor and also made the best effort to getthe information from the previous statutory auditor of the Company. Severe crisis of fundconstrained the ERP to make any improvement in control and monitoring mechanism. Howeverthe ERP has been trying her best in keeping control and monitoring on the affairs of theCompany during CIERP through her team. But vast spread of Company's projects acrossIndia and overseas make it difficult to control and monitor all aspects.

In August 2013 Jyoti International Inc. a subsidiarycompany has issued subordinated debt of USD 13000000 and preferred stock Series A ofUSD 10000000. In April 2014 the company issued additional 47 shares of Series Apreferred stock at USD 400000 per share for additional gross proceeds of USD18800000. Cumulative dividend accrues on these preferred stocks of Series A on a dailybasis at the rate of 0.01% per year on the original purchase price per share. The saidsubsidiary company has a contingent liability of USD 34700000 for above mentionedpreferred stock variable return along with its accretion of USD 11453076 for the yearended 31st March 2016. As per preferred stock agreement that Company and the Holdingcompany planned to settle the variable return due on 28th August 2016 through theissuance of common stock of the Holding company.

However no details are available whether the parties have theexercised the right hence we are unable to comment on the same.

Fixed assets register providing inter-alia details of the assetslocation identification number useful life etc. is not available in the absence ofwhich we are unable to comment on the maintenance of adequate records w.r.t. fixed assets.Further the assets have not been physically verified during the year under audit.

The original share certificates / holding statement (viz. from DP /other sources) to substantiate the ownership of the company towards equity and otherInvestments in subsidiaries / associates / others amounting to aggregate carrying valueRs. 667.04 Lacs are not available due to which are unable to comment on the existencetitle and carrying amount of such investments under Non-current assets.

There are no documents / working available for assessment of carryingvalue of these investments in the absence of which we are unable to comment on theadequacy of impairment loss and carrying amount of investments as at March 31 2021.

In the absence of details of Bank Guarantees (BG) BG CommissionCorporate Guarantees etc. for the period ended March 31 2021 we are unable to comment onthe same.

Management's Comment:

In the absence of due co-operation from employees and erstwhilemanagement of the Company insufficient records/database of the Company the ERP hasprovided all the available information to the auditor and also made the best effort to getthe information from the previous statutory auditor of the Company. Severe crisis of fundconstrained the ERP to make any improvement in control and monitoring mechanism. Howeverthe ERP has been trying her best in keeping control and monitoring on the affairs of theCompany during CIERP through her team. But vast spread of Company's projects acrossIndia and overseas make it difficult to control and monitor all aspects.

Based on the best estimates and judgments and information madeavailable about the entities wherein investments were made the ERP has made relevantprovisions.

In the absence of details of Bank Guarantees (BG) BGCommission Corporate Guarantees etc. for the period ended March 31 2021 we are unableto comment on the same.

Management's Comment:

The Erstwhile Resolution Professional has already approached all thebanks for statements / confirmations. However due to delayed response from banks thestatements / confirmations could not been made available.

The balance of Trade Receivables Bank Balances (includingloan balance) are subject to confirmation reconciliation and consequential adjustmentsif any. Revert in respect of the same has not been received and wherever revert has beenreceived necessary impact of the same has not been taken in the statements.

Management's Comment:

ERP is regularly following up with respective vendors customers banksetc. for pending confirmations however the same has not been provided as on the balancesheet date. Once the same has been received necessary impact shall be considered andadjustment entries will be passed in books of accounts.

Balances with banks trade and other receivables advancesTDS and other deposits and various payables are subject to confirmation and reconciliationand consequential adjustments if any. In absence of alternative corroborative evidencewe are unable to comment on the extent to which such balances are recoverable. Impactwhereof on the statement if any is not presently ascertainable.

Management's Comment:

Debtors creditors reconciliation between books vis--vis statutoryreturns/liabilities are under progress and due to limited data availability lack ofmanpower & non-cooperation The has made provisions based on the best estimate andjudgement. Hence provisions or recovery may vary in actual on completion ofreconciliation and the effect of the same would be incorporated in the books of accountssuitability as and when it gets completed/ assessed.

Bank statements / confirmation directly from banks inrespect of borrowings as well as current and deposit accounts are not available in manycases. In the absence of which it is not possible to confirm the balances as reported inthe statement and as per bank.

Management's Comment:

The Erstwhile Resolution Professional has already approached all thebanks/ financial institutions for statements/ confirmations. However due to delayedresponse from banks/ financial institutions few of the statements/ confirmations could notbeen made available.

Cost Auditors

Since the Company is not falling under the threshold limit Cost Audithence appointment of Cost Auditor is not applicable for the financial year 2020-2021.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Sandeep Dubey & Associates as the Secretarial Auditor of the Companyfor the year ended March 31 2021. Report of Secretarial Auditor is annexed and forms partof this Report as Annexure II.

Branch Auditors

In terms of the provision of sub-section (8) of Section 143 of the Actread with Rule 12 of the Companies (Audit and Auditors) Rules 2014 the audit of theaccounts of the branch offices of the Company located outside India is required to beconducted by the person(s) or firm(s) qualified to act as Branch Auditors in accordancewith laws of that country. All the branches of the company are located outside India.RP/ERP has no control over the operation of the branches located outside India. In theabsence of documentary supporting of the transactions/entries traced from the said trailbalance RP/ERP has relied on the signed/certified trail balance received from senioremployees of the JSL for incorporating the same in the books of accounts of the Company.

The ERP has not verified the documents of branches due to itsmaintenance in foreign location and non-availability of adequate staff.

EXTRACT OF ANNUAL RETURN

As per the General Circular issued by The Ministry of Corporate Affairsas on March 5 2021 under Companies (Management and Administration) Amendment Rules2021 the requirement of attaching the extract of the annual return with the Board'sReport shall be in Form No. MGT.9. has been omitted in Rule 12 of the said rule.

The Extract of Annual Return for the F.Y. 2020-21 is available on theCompany's Website i.e. www.jyotistructures.in

FIXED DEPOSITS

During the year the Company has not accepted any new fixed deposits.

Due to financial constraints the Company was unable to repay the fixeddeposits and interest thereon on due dates since April 2016.

Further pursuant to public announcement issued by the ERP under theCIR process calling upon the stakeholders for submission of their claims along with prooffixed deposit holders filed a consolidated claim with the ERP and the same has beenadmitted by the ERP after due verification. Now the payment/ repayment of the acceptedclaim of the fixed deposit holders shall be done in accordance with the relevantprovisions of the Approved Resolution Plan during its implementation period.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees or investments covered under theprovisions of Section 186 of the Act are given in notes to the standalone financialstatements forming part of the Annual Report.

TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to provisions of the Act dividends which remain unclaimed/unpaid over a period of seven years are required to be transferred by the Company to theIEPF constituted by the Central Government.

During the year under review the Company has not creditedunclaimed/unpaid amount to the IEPF pursuant to applicable provisions of the Act and alsonot transferred equity shares of INR 2/- each to the credit of IEPF Authority in respectof which dividend had remained unpaid or unclaimed for seven consecutive years or more.

The Company could not uploaded the details of unpaid and unclaimedamounts of dividend debentures and interest thereon lying with the Company as onFebruary 27 2019 (date of last Annual General Meeting) on the website of the Companywww.jyotistructures.in as also on the website of IEPF Authority (www.iepf.gov.in). TheCompany has in process of uploading the relevant forms pertaining to IEPF.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 of the Act and Rule5(1) of Companies (Appointment and Remuneration of Management Personnel) Rules 2014 isannexed and forms part of this Report as Annexure III.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements (tothe extent possible instances of non-compliances as pointed in the secretarial auditreport) under the Act and as stipulated under the SEBI LODR. Management's Discussionand Analysis Corporate Governance Report together with Auditors' Certificate oncompliance with the conditions of Corporate Governance as laid down are enclosed whichform part of this Annual Report.

INTERNAL CONTROL SYSTEM

Details in respect of adequacy of internal financial controls withreference to the Financial Statements are stated in Management Discussion and Analysiswhich forms part of this Report.

The auditors of the Company have issued a qualified audit opinion onthe internal controls over financial reporting for the year ending March 31 2017 andMarch 31 2016 stating that the Company does not have a full-fledged ERP system to managedifferent operational activities and many of the operations require manual interventionhighlighting the need to strengthen internal controls.

Following gaps are observed in the internal control system of theCompany:

• The Company does not have consistent practices to recordinterest levied on delays from time to time for vendors. The interest is considered basedon management approval on a case-to-case basis. As a result of nonstandardization of termson interest clause while evaluating claims RP had to accept interest at various ratesappearing on their invoices of vendor and suppliers.

• Improper consolidation and missing checks and balances infinalization of financial statements of domestic and international operations.

• Incompetent accounting staff has been maintaining accounts withprimitive methods and limited knowledge resulting in un-informed/ ill-informed decisionsat management level.

• Underutilization of SAP ERP and manual accounts leading tofurther in-efficiencies.

• Non-standardization non-uniform approach/policy while bidingfor contracts has resulted in innovation of clauses calling for more liabilities.

• Reconciliations are not done with actual proofs of branch /subsidiary records/books of accounts and their reconciliations resulting in lack ofeffective control at overseas branches / subsidiaries.

• Lack of proper authorization.

• Inadequate documentation.

• No separate duties for authorization custody record keeping.

• No independent checks on performance.

• Lack of clear lines of authority.

• Inadequate training program for employees.

• No proper risk assessment and risk mitigation policy and plan.

CODE OF CONDUCT

The Company has a code of conduct for Board Members and SeniorManagement Personnel and vigil mechanism (‘Whistle Blower Policy').

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has always believed in providing a safe and harassmentfree workplace for every women employee working with your Company. Your Company alwaysendeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplaceand therefore has in place a policy on prevention of sexual harassment at workplace priorto the commencement of the CIR process. The said policy is in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules made thereunder.

During the year under review it has been no complaints were reportedto the Erstwhile Resolution Professional.

OCCUPATIONAL HEALTH & SAFETY AND ENVIRONMENTAL POLICY

For your Company safety health and well-being of its employees andpeople working for it is of utmost importance. Your Company strives to take care ofenvironment and for sustainable business development continues to develop and implementenvironmental management system to measure control and reduce the environmental impact.Company's operations are in compliance with all applicable regulations.

The Company has stringently followed the stipulated guidelines for theprevention of further spread of highly contagious COVID 19 and ensured safe workingatmosphere for employees and other stakeholders.

EMPLOYEES STOCK OPTION SCHEME

No stock options were granted during the year under Employees StockOption Scheme.

TECHNOLOGY ABSORPTION CONSERVATION OF ENERGY & FOREIGN EXCHANGEEARNINGS & OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo is annexed and forms part of this Report as AnnexureIV.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 134 (3) (c) of the Act ERP confirms that:

i applicable Accounting Standards have been followed in the preparationof annual accounts for the year ended March 31 2021 and that there are no materialdepartures;

ii such accounting policies have been selected and applied consistentlyand the judgments and estimates made are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at March 31 2021 and of the loss ofyour Company for the year ended on that date;

iii to the extent possible proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of your Company and for preventing and detectingfraud and other irregularities.

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

v when the ERP took over there were no internal financial controlsfollowed by the Company.

vi When the ERP took over there were no proper systems to ensurecompliance with the provisions of all applicable laws.

ACKNOWLEDGEMENTS

The ERP wishes to place on record her appreciation for the sincereservices rendered by some employees of the Company process advisors support agencies andlegal advisors of the ERP. The ERP also wishes to place on record her appreciation for thevaluable co-operation and support received from the authorities of Government of Indiavarious state governments the Banks/ financial institutions and other stakeholders suchas shareholders customers and suppliers among others. The ERP looks forward to theircontinued support in future. The ERP has signed the Annual Report without any liabilityfor administrative purpose only.

This report is issued subject to the provisions of Annexure [ERPdisclaimer] (which shall form an integral part of this report) and this report shallbe construed accordingly.

For Jyoti Structures Limited
Sd/-
On behalf of the Board of the Company
Ms. Vandana Garg
Erstwhile Resolution Professional and
Member of Monitoring Committee overseeing the implementation of Approved Resolution Plan
Reg. No. IBBI/IPA-001/IP-P0025/2016-17/10058
Date : 06.08.2021
Place : Mumbai

.