jai balaji industries ltd Directors report

Directors Report

The Board of Directors (Board) are pleased to present the Twenty Fourth Annual Report of your Company together with the Standalone and Consolidated Audited Financial Statements for the year ended 31st March, 2023.

FINANCIAL RESULTS

( in lacs)

FINANCIAL PERFORMACE AND STATE OF COMPANYS AFFAIRS

The Standalone & Consolidated Revenue of the Company (comprising of sales and other income) for the financial year under review was Rs. 6,16,056.41 lacs as compared to Rs. 4,72,237.15 lacs during the previous financial year. The Consolidated net profit for the financial year under review was Rs. 5,783.02 lacs as compared to net profit of Rs. 4,806.26 lacs during the previous financial year.

Your company is committed to its vision to emerge as an efficient producer of iron and steel products. Your Companys striving efforts for improvement in operational efficiency and reduction of production cost has resulted in increase in revenue from operations of the Company during the year. It seeks to enhance Domestic Steel Consumption and ensure high quality steel production and create a technologically advanced and globally competitive steel industry. Your

company is focused on increasing capacity utilisation of all units, reducing cost and improving operational efficiency.

It is committed to its vision to emerge as an efficient producer of iron & steel products. It has focused on increasing capacity utilisation of all units, reducing cost and improving operational efficiency.

JBG Hexa Bond Cement

During the year under review, your company launched a product named JBG Hexa Bond Cement - Hindustan ki Neev". The high-quality, durable, and sustainable solution for our countrys construction needs and building structures that can stand the test of time. This high-quality, durable cement is specially formulated to provide a strong and reliable bond. In addition to its exceptional strength, JBG HEXA Bond is also easy to work with. It sets quickly, providing you with a solid foundation in no time making it the ideal choice to

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Jai Balaji Industries Limited

Annual Report 2022-23

Directors Report (Contd.)

strengthen our countrys foundation for a better tomorrow. Our cement is manufactured by using the latest technology and carefully selected raw materials, ensuring that every bag of JBG HEXA Bond meets the highest standards of strength, quality and durability to your construction projects. Its also highly resistant to weather, heat, and moisture, making it the perfect choice for outdoor construction projects. At JBG, we understand the importance of sustainability in construction and that is why were committed to reducing our carbon footprint and using eco-friendly materials in our manufacturing process. Choosing JBG HEXA Bond, is not only getting a high-quality product but also making a positive impact on the environment.

OPERATIONS

Your Company has an integrated steel plant and manufactures different products in Steel sector.

Your Companys cumulative product wise actual production details are given hereunder:

The actual production of Sponge Iron was 2,52,290 MT during the year 2022-23 as compared to 2,14,563 MT during the year 2021-22. For Pig Iron, the actual production was 4,80,856 MT and 4,38,461 MT during the year 2022-23 and 2021-22 respectively. The actual production of Steel Bars/Rods was 2,14,955 MT during the year 2022-23 as compared to 1,57,132 MT during the year 2021-22. For Billet/MS Ingot, the actual production was 1,76,038 MT and 1,01,778 MT during the year 2022-23 and 2021-22 respectively. The actual production of Ferro Alloys was 1,03,286 MT during the year 2023-22 as compared to 1,05,698 MT during the year 2021-22 (In the previous year Ferro Alloy included third party Conversion production of 13518 MT HC Ferro Chrome). In case of Ductile Iron Pipe, the actual production was 2,12,636 MT and 1,53,839 MT during the year 2022-23 and 2021-22 respectively. For Sinter, the actual production was 7,04,481 MT and 6,12,443 MT during the year 2022-23 and 2021-22 respectively. The actual production of Coke was 3,67,522 MT during the year 2022-23 as compared to 345671 MT during the year 2021-22.

SUBSIDIARIES AND JOINT VENTURE COMPANIES

Subsidiaries

As on the date of reporting, your Company has two wholly owned subsidiaries namely Jai Balaji Steels (Purulia) Limited & Jai Balaji Energy (Purulia) Limited.

• Jai Balaji Energy (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting but has incurred miscellaneous expenditure of Rs.36,286/- during the year under review. The net loss for the year 2022-23 is Rs. 36,286/-.

• Jai Balaji Steels (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial

production as on the date of reporting but has incurred miscellaneous expenditure of Rs.22,185/- during the year under review. The net loss for the year 2022-23 is Rs. 22,185/-.

Note :

1. The Board of Directors of the Company vide its meeting held on 22nd July, 2022 approved the amalgamation of the two wholly owned subsidiaries with the Company pursuant to Sections 230 to 232 of the Companies Act, 2013 ("Scheme"), subject to receipt of requisite statutory and regulatory approvals for better and more efficient management, economies of scale including reduction in overhead expenses relating to management and administration.

Further the Company has complied with all requirements as specified in the orders passed by the Tribunal and awaiting the final order to be passed by the Tribunal.

2. Your Company has incorporated a subsidiary Company named ‘‘Kesarisuta Industries Uganda Limited in Uganda in July 2023. The primary objective of the Company would be selling ductile iron pipes and related products.

Joint Ventures

Your Company continues to have two joint venture (JV) companies namely, Andal East Coal Company Private Limited and Rohne Coal Company Private Limited as on 31st March, 2023.

• Andal East Coal Company Private Limited

‘Andal East Coal Company Private Limited which is under liquidation was formed in 2009-10, in which your Company along with Bhushan Steel Limited and Rashmi Cement Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal Non-Coking Coal Block in the State of West Bengal by Ministry of Coal, Government of India.

• Rohne Coal Company Private Limited

‘Rohne Coal Company Private Limited was formed in 2008-09, in which your Company along with JSW Steel Limited & Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne Coking Coal Block in the State of Jharkhand by Ministry of Coal, Government of India.

The Honble Supreme Court vide its Order dated 24th September, 2014 has cancelled number of coal blocks alloted to various companies. These include two coal blocks under development viz. Andal East in West Bengal and Rohne in Jharkhand allocated to the Company jointly with other parties.

None of the Companies have become or ceased to be the Joint Ventures and Associate Company during the year under review.

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Directors Report (Contd.)

DIVIDEND

In lieu of requirement of funds for total fixed expenses and operations of the Company, your Directors do not recommend a dividend for the financial year ended 31st March, 2023.

The Dividend Distribution Policy formulated by the Company is available on the website of the Company at https://jaibalajigroup.com/wp- content/uploads/2021/12/Dividend_Distribution_Policy.pdf.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for the Financial Year 2022-23 in the statement of profit and loss.

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MATERIA L CHANGE S AN D COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments have occurred after the close of the year till the date of this report which may affect the financial position of the Company.

SHARE CAPITAL AND PREFERENTIAL ISSUE

The Authorized Share Capital of the Company as at 31st March, 2023 stands at Rs. 1,85,00,00,000 and the paid up share capital of the Company as at 31st March, 2023 stands at Rs. 1,45,45,02,860.

During the financial year under review the Company has convened two Extra-Ordinary General Meetings on 18th May, 2022 and on 11th January, 2023.

1. The following resolutions were passed at the Extra- Ordinary General Meeting held on Wednesday, 18th May, 2022:
• Issue and allotment of upto 5,00,00,000 (Five crore) Warrants, at a price of Rs. 52/- (Rupees Fifty two only) per warrant determined in accordance with SEBI (ICDR) Regulations ("Issue Price"), with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten only) each of the Company ("Equity Shares") at a premium of Rs.42/- (Rupees forty two only) per equity share for each warrant, in one or more tranches, within 18 (Eighteen) months from the date of allotment of the warrants, for total amount upto Rs. 2,60,00,00,000/- (Rupees Two hundred sixty crore only), for cash, to promoters/promoter group and other than promoters/promoter group on a preferential basis.
• Increase in the existing Authorised Share Capital of Rs. 1,25,00,00,000/- (Rupees One Hundred and Twenty Five Crores only) divided into 12,50,00,000 (Twelve Crores Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 1,65,00,00,000/-

(Rupees One Hundred and Sixty Five Crores only) divided into 16,50,00,000 (Sixteen Crores Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten only) each by creation of 4,00,00,000 (Four Crores) equity shares of Rs. 10/- (Rupees Ten only) each ranking pari- passu with the existing equity shares.

Post approval of the shareholders for issue & allotment of 5,00,00,000 (Five Crores) Warrants, the Board of Directors of Jai Balaji Industries Limited (‘the Company) at its meeting held on 27th May, 2022 alloted 5,00,00,000 (Five Crores) Warrants to promoters/promoter group on preferential basis. Subsequent to the aforesaid preferential allotment the Board considered and approved the conversion of 3,50,00,000 warrants into Equity shares of face value of Rs.10/- each out of total 5,00,00,000 warrants in the following manner during the year under review :-

Sl No.	No. of Warrants Converted in to Equity Shares	Date of Conversion
1.	87,50,000	22nd July, 2022
2.	87,50,000	27th August, 2022
3.	87,50,000	17th October, 2022
4.	87,50,000	21st November, 2022

Consequent to the aforesaid allotment upon conversion of warrants, the paid-up equity capital of the Company has increased from Rs. 1,10,45,02,860/- consisting of 11,04,50,286 Equity Shares of Rs.10/- each to Rs. 1,45,45,02,860/- consisting of 14,54,50,286 Equity Shares of Rs.10/- each as on 31st March, 2023.

1. The following resolutions were passed at the Extra- Ordinary General Meeting held on Wednesday, 11th January, 2023:
• Increase in the existing Authorised Share Capital of Rs. 1,65,00,00,000/- (Rupees One Hundred and Sixty Five Crores only) divided into 16,50,00,000 (Sixteen Crores Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 1,85,00,00,000/- (Rupees One Hundred and Eighty Five Crores only) divided into 18,50,00,000 (Eighteen Crores Fifty Lacs) equity shares of Rs. 10/- (Rupees Ten only) each by creation of 2,00,00,000 (Two Crores) equity shares of Rs. 10/- (Rupees Ten only) each ranking pari-passu with the existing equity shares.
• Issue and allotment of upto 2,20,00,000 (Two Crores Twenty Lakhs) Warrants, at a price of Rs. 45/- (Rupees Forty Five only) per warrant determined in accordance with SEBI (ICDR) Regulations ("Issue Price"), with a right to the warrant holders to apply for and be allotted 1 (One) Equity Share of the face value of Rs. 10/- (Rupees Ten only) each of the Company ("Equity Shares") at a premium of Rs.35/-

Directors Report (Contd.)

(Rupees Thirty five only) per equity share for each warrant, in one or more tranches, within 18 (Eighteen) months from the date of allotment of the warrants, for total amount upto Rs. 99,00,00,000/- (Rupees Ninety Nine Crores only), for cash, to promoters/ promoter group on a preferential basis.

Post approval of the shareholders for issue & allotment of 2,20,00,000 (Two Crores twenty lakhs) Warrants, the Board of Directors of Jai Balaji Industries Limited (‘the Company) at its meeting held on 20th January, 2023 alloted 2,20,00,000 (Two Crores twenty lakhs) Warrants to promoters/promoter group on preferential basis.

Subsequent to the resolutions passed at the EGMs on 18th May, 2022 and 11th January, 2023 w.r.t increase in Authorised Share Capital (ASC) of the Company, the new ASC for the financial year ended 31st March, 2023 stands to 1,85,00,00,000 (Rupees One hundered Eighty Five Crores)

Further the Company has passed the following special resolutions through postal ballot on 5th April, 2023:-

• Adoption of new set of Memorandum of Association of the Company in line with Companies Act, 2013 and also effecting alterations in the existing MOA of the Company by substitution/addition/deletion of certain clauses.
• Replacing the existing Articles of Association of the Company with the amended and restated Articles of Association of the Company and to delete the regulations as set forth in Chapter II and III forming part of the existing Articles of Association of the Company.
• Payment of the remuneration to Shri Bimal Kumar Choudhary (DIN: 08879262), as Executive Director of the Company, w.e.f 1st April, 2023 for the remaining tenure of his current appointment.
• Continuation of holding of office by Shri Bimal Kumar Choudhary (DIN: 08879262), as the Executive Director of the Company after attaining the age of 70 years.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year, there was no change in the nature of business of the Company or its subsidiaries.

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public. Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31st March, 2023. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

CONSOLIDATED FINANCIAL STATEMENTS

While consolidating the accounts of the Company, the financials of its joint venture companies namely Andal East Coal Company Pvt. Ltd. (AECCPL) and Rohne Coal Company Ltd. (RCCPL) are not consolidated. The Honble Supreme

Court vide its Order dated 24th September, 2014 has cancelled number of coal blocks allotted to various companies. These include two coal blocks under development viz. AECCPL in West Bengal and RCCPL in Jharkhand allocated to the company jointly with other parties.

Pursuant to Section 129(3) of the Companies Act, 2013 and rules made therein, a statement containing salient features of the financial statement of the subsidiaries and joint ventures of the Company is provided in Form AOC-1 attached as "Annexure-A" to the Boards Report and other details of the subsidiaries and joint ventures are also provided in the said Annexure.

As per the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company viz., "www.jaibalajigroup.com". These documents are also available for inspection at the Registered Office of the Company during business hours.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Changes in Directors and KMP

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Companys Articles of Association, Shri Rajiv Jajodia (DIN: 00045192) is liable to retire by rotation at the 24th Annual General Meeting and being eligible offers himself for re-appointment. Based on the recommendations of the Nomination and Remuneration Committee, the Board recommends the re-appointment of Shri Rajiv Jajodia (DIN: 00045192 ) as director liable to retire by rotation.

The following appointments and re-appointments of Key Managerial Personnel took place during the year under review :

1. Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company at its meeting held on 27th May, 2022 and pursuant to the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule – V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members of the Company at the 23rd Annual General Meeting held on 27th September, 2022 has approved the
• Re-appointment of Shri Aditya Jajodia (DIN 00045114) as Managing Director of the Company for a further period of 5 (five) years commencing from 22nd day of July, 2022 to 21st July, 2027 at a remuneration of Rs. 8,50,000 per month and upon the terms and conditions of the appointment as set out in the agreement of the re-appointment, as

Directors Report (Contd.)

approved by the Board of Directors of the Company and the Nomination & Remuneration Committee.

• Re-appointment of Shri Sanjiv Jajodia (DIN 00036339) as Whole-time Director of the Company for a further period of 3 (three) years w.e.f 30th day of June, 2023 to 29th June, 2026 at a remuneration of Rs. 7,00,000 per month and upon the terms and conditions of the appointment as set out in the agreement of the re-appointment, as approved by the Board of Directors of the Company and the Nomination & Remuneration Committee.
1. Based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company at its meeting held on 13th August, 2022 and pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule

– V of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members of the Company at the 23rd Annual General Meeting held on 27th September, 2022 has approved the

• Appointment of Shri Rajiv Jajodia (DIN 00045192) as Whole-time Director of the Company for a period of 3 (three) years w.e.f 1st day of September, 2022 to 31st August, 2025 at a remuneration of Rs. 7,00,000 per month and upon the terms and conditions of the appointment as set out in the agreement of the appointment, as approved by the Board of Directors of the Company and the Nomination & Remuneration Committee.
• Appointment of Shri Gaurav Jajodia (DIN 00028560) as Whole-time Director of the Company for a period of 3 (three) years w.e.f 1st day of September, 2022 to 31st August, 2025 at a remuneration of Rs. 7,00,000 per month and upon the terms and conditions of the appointment as set out in the agreement of the appointment, as approved by the Board of Directors of the Company and the Nomination & Remuneration Committee.

Further Shri Bimal Kumar Choudhary, Executive Director of the Company has attained the age of 70 years during the year under review. Therefore, on recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at its meeting held on 24th February, 2023 has proposed the continuation of Shri Bimal Kumar Choudhary as the Executive Director of the Company subject to the consent of the members by way of special resolution, as required for continuation of holding of existing office by Shri Bimal Kumar Choudhary after attaining the age of 70 years during the current tenure under the provisions of

Section 196 (3) (a) read with Schedule V of the Companies Act, 2013. Subsequently the members has approved the same by passing a special resolution through Postal Ballot on 5th April, 2023.

None of the directors are disqualified for being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all independent directors of the Company have registered with IICA (Manesar) as an Independent Director for a period of five years/for life- time to continue to hold the office as an Independent Director in any company.

During the year under review, there has been no other change in the Key Managerial Personnel of the Company.

1. Remuneration of Directors

The Board of Directors of the Company, on the recommendation of Nomination and Remuneration Committee and Audit Committee has approved:-

• the payment of Rs. 8,50,000/- per month to Mr. Aditya Jajodia as remuneration with effect from 1st April, 2022 for his remaining tenure from 1st April, 2022 to 21st July, 2022. Thereafter the members of the Company at the 23rd Annual General Meeting held on 27th September, 2022 has approved the re-appointment of Mr. Aditya Jajodia (DIN:00045114) as the Managing Director of the Company for a further period of 5 (five) years commencing from 22nd day of July, 2022 to 21st July, 2027 at a remuneration of Rs. 8,50,000 per month.
• the payment of Rs. 7,00,000/- per month to Mr. Sanjiv Jajodia as remuneration with effect from 1st April, 2022 for the remaining tenure of his current appointment i.e from 1st April, 2022 to 29th June, 2023. The members of the Company at the 23rd Annual General Meeting held on 27th September, 2022 has approved the re-appointment of Shri Sanjiv Jajodia (DIN 00036339) as Whole-time Director of the Company for a further period of 3 (three) years

w.e.f 30th day of June, 2023 till 29th June, 2026 at a remuneration of Rs. 7,00,000 per month.

• the payment of Rs. 7,00,000/- per month as remuneration to Mr. Rajiv Jajodia, who was appointed as the Whole-time Director of the Company with effect from 1st September, 2022.
• the payment of Rs. 7,00,000/- per month as remuneration to Mr. Gaurav Jajodia, who was appointed as the Whole-time Director of the Company with effect from 1st September, 2022.

Details pertaining to their remuneration have been provided in the copy of Annual Return available

Jai Balaji Industries Limited

Annual Report 2022-23

Directors Report (Contd.)

on the website of the Company under the web link:https://www.jaibalajigroup.com/annual-return/

1. Statement of declaration given by Independent directors

Pursuant to the provisions of Section 149 of the Act, all the Independent Directors have furnished the requisite declarations under Section 149(7) that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

2. Separate Meeting of Independent Directors of the Company

Details of Separate meeting of Independent Directors held in terms of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations are given in Corporate Governance Report.

3. Familiarization programme for Independent Directors

In terms of Regulation 25 of the Listing Regulations, the Company is required to conduct various programmes for the Independent Directors of the Company to familiarize them with their roles, rights, responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company etc.

The details of such familiarisation programmes are available at the website of the Company at https://jaibalajigroup.com/familiarization-programmes- imparted-to-independent-directors/

COMMITTEES OF THE BOARD

The Company has various Board level committees in accordance with the requirement of Companies Act, 2013. The Board has the following committees as under:

• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Management (Finance) Committee
• Corporate Social Responsibility Committee
• Internal Complaints Committee
• Risk Management Committee

All the recommendations made by the above mentioned Committees are taken into consideration and are approved by the Board as and when required.

MEETINGS OF THE BOARD HELD DURING THE YEAR

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board Business. During the year under review, 12 (Twelve) meetings were convened and held on 21st April, 2022; 27th May, 2022; 22nd July, 2022; 13th August, 2022; 27th August, 2022;

17th October, 2022; 14th November, 2022; 21st November, 2022; 15th December, 2022; 20th January, 2023; 13th February, 2023 and 24th February, 2023 the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was well within the period prescribed under the Companies Act, 2013 as well as Listing Regulations.

A detailed report on the Board, its Committees, its composition, detailed charter including terms of reference, number of Board and Committee meetings held and attendance of the directors at each meeting is provided in the report on the Corporate Governance, which forms part of this report. Further, composition of the various committees of the Board is also hosted on the website of the company viz www.jaibalajigroup.com

BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the performance of the Independent Directors individually as well as the evaluation of the working of the committees of the Board. The performance evaluation of all the directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Details of the same are given in the Report on Corporate Governance annexed hereto.

SECRETARIAL STANDARD

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and (5) of the Act, the Board of Directors, to the best of their knowledge and ability, state and confirm that:-

1. In the preparation of annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;
2. We have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2023 and of the profit of the Company for the year ended on that date;
3. We have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts for the financial year ended 31st March, 2023, have been prepared on a going concern basis;

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Directors Report (Contd.)

5. Internal financial controls to be followed by the Company were laid down and that such internal financial controls were adequate and were operating effectively;
6. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Board of Directors have adopted and approved a Nomination and Remuneration policy which includes the terms and conditions for appointment and payment of remuneration to the Directors and Key Managerial Personnel (KMP) and other senior management personnel including criteria for determining qualifications, positive attributes, independence of a director as per Schedule IV of the Companies Act, 2013. The said policy has been made available on the website of the Company "www.jaibalajigroup.com" under the weblink https://jaibalajigroup.com/wp- content/uploads/2021/02/nomination-remuneration- policy.pdf . The same is attached as "Annexure – B" and forms integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013 and rules made there under, your Company has a Corporate Social Responsibility Committee. The terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report. The Corporate Social Responsibility Policy (CSR Policy) formulated under recommendation of Corporate Social Responsibility Committee is available under the web link https://jaibalajigroup.com/wp- content/uploads/2021/02/corporate-social-responsibility- policy.pdf.

Further, as per the requirement of Section 135 of the Companies Act, 2013, the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities.

The said requirement of spending at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities becomes applicable to your Company for the financial year 2022-2023. The brief outline of the Corporate Social Responsibility(CSR) activities of the Company as adopted by the Board and the initiatives undertaken on CSR activities during the year are set out in ‘‘Annexure - C of this Report in the format prescribed in the Companies(Corporate Social Responsibility) Rules, 2014. Other details regarding the CSR Committee, are given in the Report on Corporate Governance annexed hereto.

However, CSR and Sustainable Development has always been one of the leading priorities of the Company and the Company continues to undertake a wide range of CSR

activities to contribute towards welfare and betterment of the society. The Company has always strived and endeavoured towards spending of CSR both in letter and spirit in the past years even when the provisions were not applicable on your company in view of losses.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concern about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and also report instances of leak of unpublished price sensitive information. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. Your company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee.

The details of the Whistle Blower Policy is available on your Companys website viz., "www.jaibalajigroup.com" under the weblink https://jaibalajigroup.com/wp- content/uploads/2021/02/whistle-blower-policy.pdf.

PARTICULA RS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transaction entered into by the Company with related parties during the financial year 2022-2023 were in the ordinary course of business and on an arms length basis. During the year, the company did not enter into any transaction, contract or arrangement with related parties that could be considered material in accordance with the Companys policy on dealing with related party transactions. Accordingly, the disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not applicable. There have been no materially significant Related Party Transactions entered into by the Company during the year under review. All related party transactions are mentioned in Note No.43 of the Notes to Financial Statements. There are no other transactions of the Company apart from those mentioned above in Note no. 43 with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company.

Prior omnibus approval is obtained for RPTs which are of a repetitive nature and entered in the ordinary course of business and are at arms length. All RPTs are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Company has formulated a policy on related party transactions for purpose of identification and monitoring of such transactions. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. During the year under review, the Policy has been amended

Directors Report (Contd.)

to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Companys website at https://jaibalajigroup.com/wp- content/uploads/2022/05/Related_Party_Policy.pdf

RISK MANAGEMENT

The Company has formulated a Risk Management Policy. The said policy is reviewed by the Audit Committee and the Board of Directors on regular basis. The Risk Management Committee of the Board has been constituted to enhance the focus on risk identification and mitigation and to comply with the statutory provisions.

The policy contains a detailed framework of risk assessment by evaluating the probable threats taking into consideration the business line of the Company, monitoring the risks so assessed and managing them well within time so as to avoid hindrance in its growth objectives that might in any way threaten the existence of your Company. The details of the same are covered in the Corporate Governance Report forming part of this report.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

As per Section 134(5)(e) of the Companies Act, 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls.

JBIL has laid down an adequate system of internal controls, policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The internal financial controls are adequate and operating effectively. Effectiveness of internal financial controls is ensured through management reviews, controlled self- assessment and independent testing by the internal Audit Team.

The members of the Audit Committee of your Company are well versed with the financial management. Pursuant to the provisions of Section 138 of the Act read with Rule 13 of ‘The Companies (Accounts) Rules 2014, your Company has appointed M/s Agrawal Tondon & Co., Chartered Accountants, of Room No - 7, 1st Floor, 59, Bentinck Street, Kolkata - 700 069, as the Internal Auditor of the Company who also evaluates the functioning and quality of internal controls and reports its adequacy and effectiveness through periodic reporting.

The Internal Auditor submits detailed reports periodically to the management and the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of the internal audit functions of your Company and monitors the implementation of the same. The Committee also calls for comments of the internal auditors about the Companys

internal controls, scope of audit as and when required which gives them an additional insight on the assessment of such controls. Such adequate internal control system helps in identification of potential operation processes.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Regulation 34(2) of the Listing Regulations, inter alia, provides that the annual reports of the top 1000 listed entities based on market capitalisation (calculated as on March 31st of every financial year), shall include a Business Responsibility Sustainability Report (BRSR). As on 31st March, 2022, the Company is not amongst the top 1000 listed entities based on market capitalization at NSE and BSE.

Therefore, the requirement of submitting a Business Responsibility Sustainability Reporting is not applicable to your Company for the financial year 2022-23.

AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

M/s S. K. Agrawal & Co. Chartered Accountants LLP would be completing his tenure as Statutory Auditors of the Company on the conclusion of ensuing Annual General Meeting (24th AGM). Pursuant to the applicable provisions of the Act, on the recommendation of the Audit Committee of the Board, it is proposed to appoint M/s Das & Prasad, Chartered Accountants of 4, Chowringee Lane, Block No.3, 8th Floor, Suit No. 8F, Kolkata – 700016 having FRN: 303054e as the Statutory Auditors of the Company to hold office from the conclusion of the 24th AGM until the conclusion of the 29th AGM. The Company has received a letter from M/s Das & Prasad, Chartered Accountants confirming that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act.

Necessary resolution for the appointment of M/s Das & Prasad, Chartered Accountants as the Statutory Auditors is included in the Notice of the ensuing AGM.

The reports given by the Auditors, M/s. S. K. Agrawal & Co. Chartered Accountants LLP, Chartered Accountants with an unmodified opinion on the audited standalone and consolidated financial statements of the Company for the year ended 31st March, 2023 forms a part of this Annual Report.

The Auditors in their report have stated two points in the para relating to "Emphasis of matter" of the Independent Auditors Report with respect to:-

1. the outstanding balances of trade receivables, trade payables and loans and advances which are subject to confirmation and subsequent adjustments, if any.
2. the settlement and restructuring of various credit facilities and gain on such settlement and restructuring for Rs. 1,93,510.90 lacs that has been transferred to

Directors Report (Contd.)

Capital Reserve for the year ended 31st March, 2023.

The response of your directors on them is as follows:-

1. With respect to point 1 of the para Emphasis of Matter, the clarification/details of the same is provided in Note No. 54 of the financial statement.
2. With respect to point 2 of the para Emphasis of Matter, the clarification/details of the same is provided in Note No. 58 of the financial statement.

During the year under review, the Auditors had not reported any fraud under Section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under 134(3)(ca) of the Act.

COST AUDITORS

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit record maintained by the Company is required to be audited. M/s. Mondal & Associates, Cost Accountants, has been the Cost Auditor of the Company for the F.Y. 2022-23. The Board of Directors, on the recommendation of the Audit Committee, re-appointed M/s. Mondal & Associates, Cost Accountants, Kolkata for conducting the cost audit of the Company for Financial Year 2023-2024 at their meeting held on 14th August, 2023.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors for the financial year 2023-24 is required to be ratified by the members of the Company. Accordingly, resolution seeking members ratification for remuneration to be paid to Cost Auditors is included in the Notice convening Annual General Meeting.

Your Company has filed the Cost Audit Report for the financial year 2021-22 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode during the year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company appointed M/s MKB & Associates, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2022-2023. The Secretarial Audit Report for the financial year ending 31st March, 2023 forms part of the Boards Report as ‘‘Annexure-D".

The Secretarial Auditors Report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

The Company has also undertaken an audit for the FY 2022- 23 pursuant to SEBI Circular No. CIR/CFD/CMO/I/27/2019 dated February 08, 2019 for all applicable compliances as per the Securities and Exchange Board of India Regulations and

Circular/ Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report) has been duly submitted to the Stock Exchanges for the financial year ended March 31, 2023.

COPY OF ANNUAL RETURN

A copy of the Annual Return of the Company pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 has been placed on the website of the Company under the web link:https://www.jaibalajigroup.com/annual-return/

DECLARATION ON FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AND UTILISATION OF SUCH FUNDS DURING THE YEAR UNDER REVIEW

The Board at its meeting held on 21st April, 2022 has considered and approved the issue and allotment of upto 5,00,00,000 convertible Warrants at a price of Rs.52/- each. The object of the issue was to utilize the proceeds to meet the funding requirements for the growth in business of the Company, working capital requirements, repayment of debt and/or for general corporate purpose. Thereafter pursuant to approval of the members vide Extra-Ordinary General Meeting held on 18th May, 2022 the Board at its meeting held on 27th May, 2022 has alloted 5,00,00,000 warrants on preferential basis convertible into one fully paid equity share of face value of Rs. 10/- each at a premium of Rs. 42/- per equity share for each warrant, in one or more tranches, within a period of 18 months from the date of allotment of the warrants, in accordance with the SEBI (ICDR) Regulations.

The Company has realized 25% upfront money amounting to Rs. 65,00,00,000/- on or before the allotment of convertible warrants i.e 27th May, 2022. Thereafter, on conversion of 3,50,00,000 warrants out of the total 5,00,00,000 warrants into Equity Shares, the Company has also realized the balance 75% allotment monies amounting to Rs. 1,36,50,00,000/- from the respective allottees during the year under review.

The proceeds realized from the afore-said issue and conversion were utilized and channelized towards the objects and purpose as stated in the Letter of offer of the Preferential issue and there was no deviation in the utilization of funds during the year under review.

Further the Board at its meeting held on 15th December, 2022 has again considered and approved the issue and allotment of upto 2,20,00,000 convertible warrants at a price of Rs. 45/- each which was subsequently approved by the members of the Company at an Extra-Ordinary General Meeting held on 11th January, 2023. The object of the issue was repayment of debt and for general corporate purpose. Pursuant to the approval of the members the Board at its meeting held on 20th January, 2023 has allotted 2,20,00,000 warrants on preferential basis convertible into one fully paid equity share of face value of Rs. 10/- each at a premium of Rs. 35/- per equity share for each warrant, in one or more tranches, within a period of 18 months from the date of allotment of the warrants, in accordance with the SEBI (ICDR) Regulations.

Directors Report (Contd.)

Also the Company has realized 25% upfront money amounting to Rs. 24,75,00,000/- on or before the allotment of convertible warrants i.e 20th January, 2023 which was utilized for the objects as specified in the Letter of Offer of the issue and there was no deviation as such during the year under review.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments as on the financial year ended 31st March, 2023 as covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in Note No. 6, 14, and 43 of the notes to Financial Statements provided in the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant or material orders have been passed by any regulators or Courts or Tribunals impacting the going concern of the Company and its future operations.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of the Companies Act, 2013, the declared dividends, which are unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, the unpaid or unclaimed dividend remaining unpaid or unclaimed for a period of seven years from the date they became due for payment, have been transferred to the IEPF established by the Central Government and no balance of such amount is lying with the Company as on date.

Pursuant to section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, shall be transferred by the Company to IEPF. Accordingly all such shares have been transferred by the Company to IEPF and no such shares are underlying with the Company as on date. Any person whose unclaimed or unpaid amount, along with shares, if any, has been transferred by the Company to IEPF Authority may claim their refunds from the IEPF Authority by accessing the following link: http://www.iepf.gov.in/IEPF/refund.html.

CORPORATE GOVERNANCE

Maintaining high standards of Corporate Governance has been fundamental to the business of your Company since its

inception. The Company constantly endeavors to follow the corporate governance guidelines and best practices sincerely and disclose the same transparently. The Board is conscious of its inherent responsibility to disclose timely and accurate information on the Companys operations, performance, material corporate events as well as on the leadership and governance matters relating to the Company. The Company has complied with the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding corporate governance. A report on the Corporate Governance practices and the Auditors Certificate on compliance of mandatory requirements thereof are given as an annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion & Analysis is provided as a separate section in the Annual Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The relevant information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in ‘‘Annexure - E" forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ‘‘Annexure - F".

The statement containing names of employees in terms of remuneration drawn and their other details as required to be furnished under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTE E I N ACCORDANC E WIT H THE PROVISIONS OF THE PREVENTION OF SEXUAL HARASSMENT ACT AND POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

An Internal Complaints Committee (ICC) has been constituted in accordance with the provisions of the Prevention of Sexual

Directors Report (Contd.)

Harassment Act to redress complaints received regarding sexual harassment and all the provisions regarding the constitution are complied with.

The Company has a zero tolerance towards sexual harassment at the workplace and has adopted a Policy on "Prevention of Sexual Harassment of Women at Workplace" and matters connected therewith or incidental thereto covering all the aspects as contained under "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013".

The role of ICC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

During the year under review, the Company has organized an Awareness/ Orientation Programme for its female employees on 13th February, 2023, to create awareness among them regarding their fundamental rights and give insight of the law relating to Prevention of Sexual Harassment of woman at work place. The Company have not received any Complaints pertaining to Sexual Harassment.

POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a Code for Prevention of Insider Trading with a view to regulate trading in equity shares of the Company by the Directors and designated employees of the Company. The said Code of Conduct is available on the website of the Company at https://jaibalajigroup.com/wp- content/uploads/2021/02/policy-for-insider-trading.pdf. The Code requires preclearance for dealing in Companys shares and prohibits the purchase or sale of shares in your company by the Directors and designated employees, while they are in possession of unpublished price sensitive

LISTING

The equity shares of your Company are listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE).

Both NSE and BSE have nationwide trading terminals which enable the shareholders/investors to trade in the shares of your Company from any part of the country without any difficulty.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of shareholders in the best possible manner in short, medium and long terms.

Your Directors take this opportunity to appreciate their suppliers, vendors, investors, financial institutions/banks, Central Government, State Government, all regulatory and government authorities and all other business associates for their continued support and co-operation extended by them to the Company.

Your Directors also wish to place on record their appreciation to all the employees at all levels for their commendable team- work, professionalism and enthusiastic contribution towards the working of the Company.

On behalf of the Board of Directors

Sd/- Aditya Jajodia

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