Jai Balaji Industries Ltd Directors Report.

Your Directors are pleased to present the Twentieth Annual Report of your Company together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2019.

FINANCIAL RESULTS

(Rs. in lacs)

Standalone Consolidated
Particulars Financial Year ended 31st March, 2019 Financial Year ended 31st March, 2018 Financial Year ended 31st March, 2019 Financial Year ended 31st March, 2018
Revenue from Operations 3,07,746.76 2,42,505.87 307,746.76 242,505.87
Other Income 3,996.22 1,792.51 3,996.22 1,792.51
Total Revenue 311,742.98 2,44,298.38 311,742.98 2,44,298.38
Profit/Loss before Finance Cost, Depreciation and Amortization expenses and tax 5,951.68 (7,564.87) 5,951.36 (7,565.16)
Less: Finance Costs 11,158.59 3,391.40 11,158.59 3,391.40
Less: Depreciation and Amortization Expenses 10,160.80 10,735.98 10,160.80 10,735.98
Profit/(Loss) before exceptional items and Tax (15,367.71) (21,692.25) (15,368.03) (21,692.54)
Add : Exceptional items - (3,973.81) - (3,973.81)
Profit/(Loss) before Tax (15,367.71) (25,666.06) (15,368.03) (25,666.35)
Less : Tax expenses
Current Tax - - - -
Deferred Tax - - - -
Profit/Loss after tax (15,367.71) (25,666.06) (15,368.03) (25,666.35)
Other Comprehensive Income 32.28 405.79 32.28 405.79
Total Comprehensive Income (15,335.43) (25,260.27) (15,335.75) (25,260.56)
Earnings per share (Nominal value per share Rs. 10/-) Basic and Diluted (15.94) (27.48) (15.94) (27.48)

FINANCIAL PERFORMACE AND STATE OF COMPANY’S AFFAIRS

Your company has been under financial stress since 2009 due to various external factors beyond the control of the Company and its management.

The Standalone Total Revenue of the Company (comprising of sales and other income) for the financial year under review was Rs. 311,742.98 lacs as compared to Rs. 2,44,298.38 lacs during the previous financial year.

The Consolidated Total Revenue of the Company (comprising of sales and other income) for the financial year under review was Rs. 311,742.98 lacs as compared to Rs. 2,44,298.38 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 Company’s 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. During the year,the equity shares of your Company were voluntary delisted from the Calcutta Stock Exchange Ltd. w.e.f. 15th October, 2018.

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.

n 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.15,880 during the year under review. The net loss for the year 2018-19 is Rs. 15,880.

n 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.15,874.50 during the year under review. The net loss for the year 2018-19 is Rs. 15,874.50.

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, 2019.

Andal East Coal Company Private Limited

‘Andal East Coal Company Private Limited’ 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.

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

OPERATIONS

Your Company has an integrated steel plant and manufactures different products in Steel sector. Your Company’s cumulative product wise actual production details are given hereunder: The actual production of Sponge Iron was 233,784 M.T. during the year 2018-19 as compared to 178,568 M.T. during the year 2017-18. For Pig Iron, the actual production was 390,925 M.T. and 370,271 M.T. during the year 2018-19 and 2017-18 respectively. The actual production of Steel Bars/Rods was 149,595 M.T. during the year 2018-19 as compared to 118,153 M.T. during the year 2017-18. For Billet/MS Ingot, the actual production was 156,845 M.T. and 105,056 M.T. during the year 2018-19 and 2017-18 respectively. The actual production of Ferro Alloys was 71,131 M.T. during the year 2018-19 as compared to 68,769 M.T. during the year 2017-18 (Ferro Alloy includes third party Conversion production of 13475 MT HC Ferro Chrome). In case of Ductile Iron Pipe, the actual production was 121,176 M.T. and 121,016 M.T. during the year 2018-19 and 2017-18 respectively. For Sinter, the actual production was 513,471 M.T. and 394,637 M.T. during the year 2018-19 and 2017-18 respectively. The actual production of Coke was 318,248 M.T. during the year 2018-19 as compared to 298,455 M.T. during the year 2017-18.

No significant and material orders have been passed by any Regulators or courts or Tribunals impacting the going concern status of the Company.

DIVIDEND

In view of losses incurred by your company, your directors have not recommended any dividend for the financial year ended 31st March, 2019.

TRANSFER TO RESERVES

In view of losses incurred by your Company during the year, no amount has been proposed to be carried to any reserves for the year ended 31st March, 2019.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SHARE CAPITAL AND PREFERENTIAL ISSUE

The Board of Directors in its meeting dated 14th August, 2019 have approved issue of 1,40,71,500 equity shares of the Company of face value of Rs.10/- (Rupees Ten only) each at a price being not less than the price determined in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [SEBI (ICDR) Regulations, 2018] on Preferential allotment basis against restructuring of financial assistance to Edelweiss Asset Reconstruction Company Limited (EARC) in accordance with the SEBI (ICDR) Regulations, 2018 subject to the approval of the Shareholders and other Statutory authorities. The Company’s paid up share capital as at 31st March, 2019 stands at Rs. 96,38,64,860. The Company’s Authorized Share Capital as at 31st March, 2019 stands at Rs. 1,01,00,00,000.

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, 2019. 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 Pvt. Ltd. (RCCPL) are not consolidated. The Hon’ble 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. The Company has prudently brought down the value of investment in joint venture companies to nominal value of Rs. 1 per share. However the Company had submitted claims w.r.t the cancellation of coal blocks which are still pending.

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 Board’s 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

a. Changes in Directors and KMP

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Shri Sanjiv Jajodia (DIN:00036339) and Shri Amit Kumar Majumdar (DIN: 00194123), are liable to retire by rotation at the 20th Annual General Meeting and being eligible offer themselves for re-appointment.

At the 19th Annual General Meeting of the Company held on 20th September, 2018, the shareholders have:

- Appointed Shri Sanjiv Jajodia (DIN: 00036339) as Whole-time Director of the Company for a period of 5 (Five) years with effect from 30th June, 2018.

- Re-appointed Shri Amit Kumar Majumdar (DIN:00194123) as Executive Director of the Company for a period of 2 (Two) years with effect from 14th August 2018.

- Appointed Smt. Swati Bajaj (DIN:01180085) as an Independent Director of the Company for a period of 5(five) years with effect from 13th August, 2018.

- Re-appointed Shri Shailendra Kumar Tamotia (DIN:01419527), who is more than 75 years of age, as an Independent Director of the Company for a period of 5(five) years with effect from 1st April, 2019.

- Approved the continuation of Directorship of Shri Ashim Kumar Mukherjee (DIN:00047844), who was appointed as Independent Director of the Company for a term of 5(five) years with effect from 2nd December, 2015 at the 17th Annual General Meeting and who has attained the age of 75 years, for the remaining period of his existing term of Directorship.

The directors of your Company expressed their sorrow for the untimely death of Shri Manas Kumar Nag who was nominated on the Board of the Company by the State Bank of India and passed away on 31.03.2019. The Directors placed on record their deep appreciation for his valuable guidance and assistance received during the tenure as a Nominee Director of the Company.

Smt. Seema Chowdhury, Smt. Swati Agarwal and Smt. Rakhi Bajoria were appointed as Independent Directors on the Board of the Company with effect from 17th April, 2015 for a period of 5(five) years pursuant to the provisions of Section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations"). The Nomination and Remuneration Committee and Board of Directors, on the basis of the report of performance evaluation of Independent Directors, has recommended re-appointment of Smt. Seema Chowdhury, Smt. Swati Agarwal and Smt. Rakhi Bajoria as Independent Directors for a second term of 5(five) consecutive years on the Board of the Company from 17th April, 2020.

The resolutions seeking approval of the members for the appointment/re-appointment of the Directors at the ensuing Annual General Meeting have been incorporated in the notice of the Twentieth Annual General Meeting of the Company along with brief details about them.

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.

b. Statement of declaration given by independent directors

All the Independent Directors have furnished the requisite declarations under section149(7) of the Companies Act, 2013 read with the rules made thereunder and Listing Regulations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

c. 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.

d. Performance Evaluation of the Board, its Committees and Directors

Your Company understands the requirements of an effective Board Evaluation process and accordingly during the year under review, they have carried out performance evaluation of Board’s own performance, the directors individually and the evaluation of the working of its Committees pursuant to the provisions of the Companies Act, 2013 and Listing Regulations.

The manner in which evaluation has been carried out is explained in the Corporate Governance Report attached as Annexure to this report.

e. 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 http://www. jaibalajigroup.com/familiarization-programmes-18-2019.pdf.

BOARD MEETINGS

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, 5 (Five) meetings were convened and held on 30th May, 2018, 30th June, 2018; 13th August, 2018; 13th November, 2018 and 8th February, 2019, the details of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 as well as Listing Regulations.

The number of Board meetings attended by each Director during the financial year 2018-19 has been provided in the Corporate Governance Section which forms part of the Annual Report.

BOARD COMMITTEES

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

l Audit Committee

l Nomination and Remuneration Committee

l Stakeholders’ Relationship Committee

l Management (Finance) Committee

l Corporate Social Responsibility Committee

l Internal Complaints Committee

Details of all the above committees along with the composition and meetings held during the year under review are provided in the report on Corporate Governance forming part of this report.

FRAUDS REPORTED BY AUDITORS

The Statutory Auditors of the Company have not reported any fraud as specified in Section 143(12) of the Companies Act.

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(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:-

i) In the preparation of annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) 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, 2019 and of the loss of the Company for the year ended on that date;

iii) 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;

iv) The annual accounts for the financial year ended 31st March, 2019, have been prepared on a going concern basis;

v) Internal financial controls to be followed by the Company were laid down and that such internal financial controls were adequate and were operating effectively;

vi) 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 "http://www.jaibalajigroup.com/ 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 "http://www.jaibalajigroup.com/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.

Your Company has incurred losses during the immediately preceding three financial years; hence, 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 was not applicable to your Company for the financial year 2018-19.

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 Company’s 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 Chariman of the Audit Committee.

The details of the Whistle Blower Policy is available on your Company’s website viz. ‘‘www.jaibalajigroup.com’’ under the weblink http://www.jaibalajigroup.com./whistle-blower-policy.pdf.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions ("RPT") entered into during the financial year 2018-19 were on arm’s length basis and also in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder are not attracted. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. 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.45 of the Notes to Financial Statements. There are no other transactions of the Company 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. The said policy is available on the Companys website at the link "http://www.jaibalajigroup.com/related-party-policy_ jbg.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 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

Your Company has an Internal Control System, which is commensurate with the size, scale, scope and complexity of its operations. To maintain its objectivity and independence, an independent firm of Chartered Accountants has been appointed as the Internal Auditors, who report to the Chairman of the Audit Committee of the Board. These control processes enable and ensure the orderly and efficient conduct of company’s business, including safeguarding of assets, completeness of the accounting records and timely preparation & disclosure of financial statements.

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 ompanies (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 Company’s 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.

AUDITORS AND AUDITORS’ REPORT

STATUTORY AUDITORS

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rules, 2014, M/s. S. K. Agrawal & Co., Chartered Accountants were appointed as Statutory Auditors of your Company for a term of five years at the 16th Annual General Meeting (‘AGM’) of the Company held on 21st September, 2015 till the conclusion of 21st Annual General Meeting.

The report of the statutory auditors on standalone and consolidated financial statements for the year under review forms part of the Annual Report and contains a qualification that the Company has not provided for interest amounting to Rs. 125,381.29 Lacs of which Rs. 42,092.48 Lacs pertains to the current financial year on various loans and credit facilities availed from banks and financial institution on the ground that same is being treated as Non-Performing Assets by the lenders. Due to this reason, loss for the current financial year has been understated by Rs. 42,092.48 Lacs and accordingly loss for the year ended 31st March, 2019 wouldve been Rs. 57,460.19 Lacs instead of Rs.15,367.71 Lacs.

The Board is of the view that the majority of lenders of the Company have stopped charging interest on debts, since the dues from the Company have been categorized as Non Performing Assets. The Company is in active discussion/negotiation with the lenders to restructure its debts. In view of the above, pending finalization of the restructuring plan, the Company has stopped providing interest accrued and unpaid effective from 1st April 2016 in their books. The statement on impact of Audit Qualification is annexed to this report as Annexure-"C(1)".

The Auditors in their report have stated three points in the para relating to "Emphasis of matter" of the Independent Auditors Report. The response of your director on them is as follows:

With respect to point 1 of the para Emphasis of Matter, the clarification of the same is provided in Note – 36 of the financial statement. With respect to point 2, the clarification of the same is provided in Note – 20 of the financial statement under the head Additional disclosure and with respect to point 3, the clarification of the same is provided in Note – 58 of the financial statement.

The Auditors in their Report in point vii & viii of Annexure – B of Independent Auditors Report states about the delay in payment of statutory dues and others which according to the management was due to financial constraints being faced by the Company on account of continued cash losses incurred.

Other observations made by the Statutory Auditors in their report for the Financial year ended 31st March, 2019 read with the explanatory notes to accounts are self-explanatory and therefore, do not call for any further elucidation.

COST AUDITORS

Pursuant to Section 148 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. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Mondal & Associates, Cost Accountants, Kolkata for conducting the cost audit of the Company for Financial Year 2019-20.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors for the financial year 2019-20 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 2017-18 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 Shri Sandip Kumar Kejriwal, Practising Company Secretary, to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year ending 31st March, 2019 forms part of the Board’s Report as Annexure-"C(2)".

The Secretarial Auditors’ Report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer except for few remarks such as delay/default in payment of statutory dues, repayment of dues to banks and financial institutions which are due to the financial constraints being faced by the ompany; levy of fine by stock exchanges due to delay in submission of Financial Results during the year 2017-18 which was due to some technical and unavoidable reasons beyond the control of the Company and delay in filing of e-form with the Ministry of Corporate Affairs which is due to inadvertency. The observations made in the Secretarial Auditors’ Report are self-explanatory and therefore, do not call for any further elucidation.

EXTRACT OF ANNUAL RETURN

An Extract of the Annual Return of the Company in form MGT-9 pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed hereto and forms part of this report as Annexure "D".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments as on the financial year ended 31st March, 2019 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. 5,6,14, 39 and 45 of the notes to Financial Statements provided in the Annual Report.

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.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

The Company is committed to observing good corporate governance practices and adhere to Corporate Governance guidelines as laid out in the Listing Regulations. In terms of egulation 34 of the Listing Regulations, a Report on Corporate Governance along with Compliance Certificate and Management Discussion and Analysis are annexed to this report and forms integral part of this 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 top ten 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.

Your Company does not have any other employee whose particulars are required to be furnished under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE IN ACCORDANCE WITH 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 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".

During the year under review, the Company has 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 "www.jaibalajigroup.com.". The Code requires preclearance for dealing in Company’s shares and prohibit the purchase or sale of shares in your company by the Directors and designated employees, while they are in possession of unpublished price sensitive information and also during the period when the Trading Window remains closed.

LISTING

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

The shares of the Company are voluntary delisted from the Calcutta Stock Exchange Ltd (CSE) w.e.f. 15th October, 2018. However, the equity shares of the Company continue to remain listed on the NSE and BSE post its delisting from CSE.

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 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 wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee, worker, staff and executive of the Company.

On behalf of the Board of Directors
Aditya Jajodia
Place: Kolkata Chairman & Managing Director
Date: 14th August, 2019 (DIN : 00045114)