Jalan Transolutions (India) Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present 17th Annual Report of the Company (‘Jalan Transolutions (India) Limited) along with the Audited Annual Financial Statements and the Auditors Report thereon for the financial year ended March 31, 2020. The financial highlights for the year under review are given below.

1. FINANCIAL HIGHLIGHTS

The financial performance during the Financial Year 2019-20 are summarized below:

(Rs. in Lakhs)

PARTICULARS FIGURES FOR 31.03.2020 FIGURES FOR 31.03.2019
Revenue from operations 1,800.03 4,588.04
Other Income 54.56 111.55
Expenses and other Provisions 3,417.18 5,207.86
Profit/(Loss) before exceptional and extraordinary items and tax (1,562.59) (508.27)
Exceptional item -- --
Profit/(Loss) before tax (PBT) (1,562.59) (508.27)
Provision for Tax- Current 0.00 0.00
Deferred Tax Liability (32.75) (68.66)
Profit/ (Loss)After Tax (PAT) (1,529.84) (439.61)

2. DIVIDEND

Your Directors do not propose any dividend on the Equity Shares for the Financial Year ended March 31, 2020.

3. EMERGENCE OF COVID-19

Towards the end of the financial year, the World Health Organisation (WHO) declared Covid-19 a pandemic and the outbreak, which infected millions, has resulted in deaths of a significant number of people globally. Covid-19 is seen having an unprecedented impact on people and economies worldwide.

The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business. The Company is working towards being resilient in order to sail through the current situation. The Ministry of Home Affairs, Government of India on March 24, 2020 notified the first ever nationwide lockdown in India to contain the outbreak of Covid-19 pandemic.

The Company operates its business in conformity with the highest ethical and moral standards and employee centricity. In view of the outbreak of the pandemic, the Company undertook timely and essential measures to ensure the safety and well-being of its employees at all its plant locations, various branch offices and the head office. The office based employees were allowed to work from home by providing adequate digital and other assistance. The Company observed all the government advisories and guidelines thoroughly and in good faith.

4. AUTHORIZED SHARE CAPITAL

During the year under review, there has been no change in the Authorized Share Capital of the Company. The Authorized Share Capital of the Company is Rs. 15 Crore.

5. SHARE CAPITAL During the year under review, there has been no change in the Paid-up Share Capital of the Company. The Paid-up Share Capital of the Company is Rs. 14.53722 Crore.

6. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

7. DEPOSITORY SYSTEM

All the 14537220 equity shares of the Company are in dematerialized form as on March 31, 2020. No share of the Company is held in physical mode.

8. LISTING

The Companys securities are listed on the following stock exchange since May 30, 2017:

Name of Stock Exchange Address Scrip Code/Symbol
National Stock Exchange of India Limited Exchange Plaza,C-1,Block- G, Bandra Kurla Complex, Bandra(E),Mumbai, Maharashtra-400051 JALAN

9. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No unclaimed amount is pending to transfer in investor education fund.

10. SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, your Company does not have any subsidiaries or joint ventures or associate companies as defined under Companies Act, 2013 therefore, no such information is required to be furnished.

11. AUDITED FINANCIAL STATEMENTS OF THE COMPANY

The Board of Directors of your Company at its meeting held on July 15, 2020, approved the Audited Financial Statements for the FY 2019-20 which includes financial information of the company and forms part of this report. The Audited Financial Statements of your Company for the FY 2019-20 have been prepared in compliance with applicable Indian Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

12. PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements. During the year under review, the Company did not grant any loan or provide any guarantee as per the provisions of section 186 of the Companies Act, 2013.

14. BUSINESS RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has implemented an integrated risk management approach through which it reviews and assesses significant risks controls and mitigation in place. At present the Company has not identified any element of risk which may threaten the existence of the Company.

15. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE

OCCURRED BETWEEN 31ST MARCH, 2020 AND 01ST DECEMBER, 2020 (DATE OF THE DIRECTORS REPORT)

Impact of COVID-19

Due to outbreak of COVID-19 globally and in India, the Company has made an initial assessment of its likely adverse impact on business and its associated financial risks. The Company is in the business of Road Transportation/Logistics Services which is an essential service by taking a number of proactive steps and keeping in view the safety of all its stakeholders, the Company has ensured the availability of its Logistics Services/Transportation Services and has continued to supply transportation during the period of covid-19.The Company believes that the impact due to the outbreak of COVID-19 is likely to be short-term in nature and does not anticipate any medium to long-term risks in the Companys ability to continue as a going concern and meeting its liabilities as and when they fall due. Impact assessment of COVID-19 is a continuing process considering the uncertainty involved thereon. The company will continue to closely monitor any material changes to the future economic conditions.

16. EXTRACT OF ANNUAL RETURN

The Annual Return in Form MGT-9 as required to be prepared in terms of Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014 an extract of annual return in Form MGT-9 as a part of this Annual Report is annexed as Annexure-I and the same is being uploaded on the website of the Company and can be accessed through the link www.jalantransolutions.com

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology absorption and Foreign Exchange Earnings Outgo forms an integral part of this Boards report and is annexed as Annexure-II.

18. RELATED PARTY TRANSACTION

All contracts/arrangements/transactions entered by the Company with related parties during the FY 2019-20 were at arms length basis. The details of the related party transactions are set out in Notes to the Financial Statements of the Company and in form AOC-2 pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is set out in Annexure-III.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has been formed by the company. The areas for CSR activities are of Skill Development and Vocation based education, Livelihood enhancement, Waste Management and Sanitation, Environmental sustainability, Women and Youth empowerment, Disaster Relief, National Missions projects which are specified in Schedule VII of the Companies Act, 2013.

During the year under review the Company does not fulfill the criteria of net worth, turnover and profit for Corporate Social Responsibility (CSR) and pursuant to Section 135 of the Companies Act, 2013, and as per Rule 3(2) of the Corporate Social Responsibility Rules, 2014 provides that:

Every company which ceases to be a company covered under subsection (1) of section 135 of the Act for three consecutive financial years shall not be required to comply with the provisions contained in sub-section (2) to (5) of the said section, till such time it meets the criteria specified in sub-section (1) of section 135, hence the Company has not created any provision for CSR Expenses for FY 2019-20.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED / RETIRED DURING THE YEAR.

Independent Directors

Mr. Amit Aggarwal (DIN: 08399258), pursuant to his resignation ceased to be the Independent Director of your Company on August 18, 2020. The Board of Directors has placed on record his deep appreciation for the valuable services and guidance rendered by Mr. Amit Aggarwal during his tenure as an Independent Director of the Company.

Pursuant to the provisions of section 167 of the Companies Act 2013 (“the Act”) to be read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (“the Rules”), as amended from time to time, and with the consent of the Board Ms. Deepika Dwivedi (DIN: 08099153), ceased to be the Independent Director of your Company with effect from September 21, 2020 due to non attending of Board meetings for a continuous period of twelve months i.e. during the financial year 2019-20 without seeking leave of absence.

Directors Retiring by Rotation

Mrs. Pushpa Jalan (DIN: 00050259), will be retiring by rotation at the ensuing Annual General Meeting and being eligible o er herself for re-appointment.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee recommends the re-appointment of aforesaid Director to the Members of the Company at the ensuing Annual General Meeting.

21. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and rules made thereunder and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The Board / Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Boards approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The Board of Directors duly met 5 (Five) times during the financial year from 01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows:

S. No. Types of Meeting Date of Meeting
1. Board Meeting 30.05.2019
2. Board Meeting 28.08.2019
3. Board Meeting 05.10.2019
4. Board Meeting 14.11.2019
5. Board Meeting 12.03.2020

23. COMMITTEES OF THE BOARD

The Board has constituted various Committees in accordance with the Act and the Listing Regulations. The Company currently has 4 (four) Committees of the Board, namely Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

A. AUDIT COMMITTEE MEETINGS

Your Company has a duly constituted Audit Committee and its composition is in line with the requirements of the Act and Listing Regulations. As on March 31, 2020, Audit Committee comprised of 2 (Two) Non-Executive-Independent Directors and 1 (One) Executive Director.

Meetings during the Year

The members of Audit Committee duly met 4 (four) times during the financial year from 01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows:-

S. No. Types of Meeting Date of Meeting
1. Audit Committee Meeting 30.05.2019
2. Audit Committee Meeting 28.08.2019
3. Audit Committee Meeting 14.11.2019
4. Audit Committee Meeting 26.02.2020

Composition of Audit Committee as on March 31, 2020

Name of Directors Designation in Committee Nature of Directorship
Mr. Amit Aggarwal Chairman Non-Executive Independent Director
Ms. Jyoti Chauhan Member Non-Executive Independent Director
Mr. Manish Jalan Member Chief Financial Officer & Executive Director

Terms of Reference

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the Board.

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

2. Review and monitor the auditors independence and performance and e ectiveness of audit process;

3. Examination of the financial statements and the auditors report thereon;

4. Approval or any subsequent modification of transactions of the Company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the Company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public o ers and related matters.

9. Operate the vigil mechanism in the Company. Apart from above, following are the terms of reference in accordance with the Listing Regulations:

Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Reviewing with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

Matters required forming part of in the Directors Responsibility Statement forming part of in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Act;

Changes, if any, in accounting policies and practices and reasons for the same;

Major accounting entries involving estimates based on the exercise of judgment by management;

Significant adjustments made in the financial statements arising out of audit findings;

Compliance with listing and other legal requirements relating to financial statements;

Disclosure of any related party transactions;

Qualifications in the draft audit report;

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the matter to the Board;

Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

To review the functioning of the whistle blower mechanism; Approval of appointment of CFO (i.e. Chief Financial Officer or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

B. STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

Your Company has duly constituted Stakeholders Relationship Committee, pursuant to the requirements of Section 178 of the Act read with rules notified thereunder and Regulation 20 of the Listing Regulations. The Committee addresses issues relating to the Redressal of grievances of shareholders including complaints related to transfer of shares, non-receipt of annual report and other related issues etc. in order to provide timely and efficient service to the stakeholders.

Meetings during the Year

The members of Stakeholders Relationship Committee duly met 4 (four) times during the financial year from 01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows:-

S. No. Types of Meeting Date of Meeting
1. Stakeholders Relationship Committee Meeting 30.05.2019
2. Stakeholders Relationship Committee Meeting 28.08.2019
3. Stakeholders Relationship Committee Meeting 14.11.2019
4. Stakeholders Relationship Committee Meeting 26.02.2020

Composition of Stakeholders Relationship Committee as on March 31, 2020

Name of Directors Designation in Committee Nature of Directorship
Ms. Jyoti Chauhan Chairman Non-Executive Independent Director
Ms. Deepika Dwivedi Member Non-Executive Independent Director
Mr. Rajesh Jalan Member Managing Director

Terms of Reference

The terms of reference of the Stakeholders Relationship Committee inter-alia, include the following:

1. Approve transfers, transmissions, issue of duplicate certificates, transpositions; change of names etc. and to do all such acts, deeds, matters and things as connected therein;

2. Monitor and review any investor complaints received by the Company or through SEBI, SCORES and ensure its timely and speedy resolution, in consultation with the Company Secretary, Compliance officer and Registrar and Share Transfer Agent of the Company;

3. Monitor implementation and compliance with the Companys Code of Conduct for Prohibition of Insider Trading;

4. Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification/amendment or modification as may be applicable;

5. Perform such other functions as may be necessary or appropriate for the performance of its duties.

C. NOMINATION AND REMUNERATION COMMITTEE MEETINGS

Your Company has a duly constituted Nomination & Remuneration Committee and its composition is in line with the requirements of the Act and Listing Regulations. As on March 31, 2020 Nomination & Remuneration Committee comprised of 2 (Two) Non-Executive-Independent Directors and 1 (One) Non-Executive Non-Independent Director.

Meetings during the Year

The members of Nomination and Remuneration Committee duly met 4 (Four) times during the financial year from 01.04.2019 to 31.03.2020. The dates on which the meetings were held are as follows:-

S. No. Types of Meeting Date of Meeting
1. Nomination and Remuneration Committee Meeting 30.05.2019
2. Nomination and Remuneration Committee Meeting 28.08.2019
3. Nomination and Remuneration Committee Meeting 14.11.2019
4. Nomination and Remuneration Committee Meeting 26.02.2020

Composition of Nomination and Remuneration Committee as on March 31, 2020

Name of Directors Designation in Committee Nature of Directorship
Mr. Amit Aggarwal Chairman Non-Executive Independent Director
Ms. Jyoti Chauhan Member Non-Executive Independent Director
Mrs. Pushpa Jalan Member Non-Executive Non-Independent Director

Terms of Reference

The terms of reference of the Nomination and Remuneration Committee inter-alia, include the following:

1. To formulate and recommend to the Board of Directors the Companys policies, relating to the remuneration for the Directors, key managerial personnel and other employees, criteria for determining qualifications, positive attributes and independence of a director;

2. To formulate criteria for evaluation of Independent Directors and the Board;

3. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal;

4. To carry out evaluation of every directors performance;

5. To devise a policy on Board diversity;

6. Deciding whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent Directors.

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE MEETINGS

Your Company has a duly constituted Corporate Social Responsibility Committee and its composition is in line with the requirements of the Act. As on March 31, 2020 Corporate Social Responsibility Committee comprised of 2 (Two) Executive Directors and 1 (One) Non-Independent Director.

Meetings during the Year

The members of Corporate Social Responsibility Committee duly met 2 (Two) times during the financial year from 01.04.2019 to 31.03.2020. The date on which the meeting was held is as follow:-

S. No. Types Of Meeting Date Of Meeting
1. Corporate Social Responsibility Committee Meeting 28.08.2019
2. Corporate Social Responsibility Committee Meeting 26.02.2020

Composition of Corporate Social Responsibility Committee as on March 31, 2020

Name of Directors Designation in Committee Nature of Directorship
Mr. Manish Jalan Chairman Chief Financial Officer & Executive Director
Mr. Rajesh Jalan Member Managing Director
Ms. Jyoti Chauhan Member Non-Executive Independent Director

Terms of Reference

The terms of reference of the Corporate Social Responsibility Committee inter-alia, include the following:

1. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company (in areas or subject, specified in Schedule VII);

2. Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

3. Monitor the Corporate Social Responsibility Policy of the company from time to time.

24. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under the Act and Regulation 25 of Listing Regulations, a separate meeting of the Independent Directors of the Company was held on February 26, 2020 to;

(i) Review the performance of non-independent Directors and the Board as a whole;

(ii) Review the performance of the Chairperson of the company taking into account the views of executive Directors and Non-executive Directors;

(iii) Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to e ectively and reasonably perform their duties.

25. PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) & 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-IV.

26. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

The Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of the Companies Act, 2013. Further, information about elements of remuneration package of individual Directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act, is enclosed as Annexure - I in the prescribed Form MGT-9 and forms part of this report.

27. FAMILARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization programme for Independent Directors are available on the website of the Company at www.jalantransolutions.com All the Independent Directors of the Company are made aware of their roles, responsibilities & liabilities at the time of their appointment /re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

28. TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT DIRECTOR

The Board of Directors has approved the terms and conditions for appointment of Independent Directors in the Company. The Terms and Conditions are available on the website of the company at www.jalantransolutions.com

29. ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a. Attendance of Board Meetings and Board Committee Meetings.

b. Quality of contribution to Board deliberations.

c. Strategic perspectives or inputs regarding future growth of Company and its performance.

d. Providing perspectives and feedback going beyond information provided by the management.

e. Commitment to shareholder and other stakeholder interests. The evaluation involves Self- Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

To the best of management knowledge, no significant and material orders were passed by regulators or courts or tribunals which could impact the going concern status and Companys operation in future.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Vigil Mechanism and Whistle-Blower Policy is prepared and adopted by Board of Directors of the Company.

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism/Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

32. AUDITORS

STATUTORY AUDITORS

M/s Gyan Roshan & Associates, Chartered Accountants, FRN: 027116N, Statutory Auditors of the Company was appointed in the meeting of Board of Directors held on August 28, 2019 to fill the casual vacancy created in the office of Statutory Auditors due to the resignation of M/s Kapil Dev & Associates, Chartered Accountants, from the post of Statutory Auditors of the company.

Further, the shareholders of the company have approved the appointment of M/s Gyan Roshan & Associates, Chartered Accountants, FRN: 027116N as Statutory Auditors of the company in 16thAnnual General Meeting of the Company to hold the office till the conclusion of the 21stAnnual General Meeting of the Company.

AUDITORS REPORT

The Report of Auditors of the Company M/s Gyan Roshan & Associates, Chartered Accountants on the Audited Financial Statement of the Company for the year ended 31st March, 2020 forms part of this report. There were no adverse remarks or qualification on accounts of the Company from the Statutory Auditors.

The notes on Financial Statements referred to in the Auditors Report are self- explanatory and need no further comments.

Report On Frauds U/S 143 (12) Of The Act

The Auditors during the performance of their duties have not identified any o ence of fraud committed by the Company or its officers or employees. Therefore, no frauds have been reported to the Central Government under Section 143 (12) of the Act.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was undertaken by the Internal Auditors of the Company M/s Jain Kumawat & Co., Chartered Accountants (FRN 020438C) and their report will be reviewed by the audit committee from time to time.

There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

The Board of Directors of the Company in their meeting held on November 14, 2019 has appointed M/s Jain Kumawat & Co., Chartered Accountants, to conduct the Internal Audit as per Rule 13 of the Companies (Accounts) Rules, 2014 prescribed under Section 138 of the Act for the financial years 2019-20 to 2023-24.

SECREATRIAL AUDITORS

Pursuant to the provisions of Section 204 of Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s AMJ & Associates, Company Secretaries (Membership No. 5832 and C.P. No. 5629) for conducting Secretarial Audit of the Company for the Financial Year 2019-20.

The Secretarial Audit Report forms part of this Report and it is annexed as Annexure-V.

The Secretarial Audit Report for the Financial Year ended on March 31, 2020 issued by Secretarial Auditor contains the following observations:

- The Company has appointed the Internal Auditor during the year on 14.11.2019 as per the requirement of the provisions of the section 138 of Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. However no Internal Audit Report was issued by the Internal Auditor during the year 2019-2020.

Due to Covid-19, the company has not received the Internal Audit Report.

- The Company is registered under Carriage by Road Act, 2007 and Carriage by Road Rules, 2011. As per the provisions of Section 3(7)(c), Company is required to file such information or return as prescribed within one hundred and twenty days after the thirty-first day of March every year but the Company has not filed any information or the required return annually.

The Company is in process to comply with the provisions of Carriage by Road Act, 2007 and Carriage by Road Rules, 2011.

- The Company has issued Share Capital during the year 2017-18, but no proof of payment of stamp duty as required under the provisions of the Indian Stamp Act, 1899 has been provided. The Company is under process for payment of Stamp duty, the said delay is caused due to Covid-19.

33. ANNUAL SECRETARIAL COMPLIANCE REPORT

As the Company is listed on NSE EMERGE (SME) platform and as per the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with the provision as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply on listed entity which has listed its specified securities on the SME Exchange.

Hence being an entity listed on SME Exchange, compliances under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are not applicable to the company.

34. CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE THAT NONE OF THE DIRECTORS

ON THE BOARD OF THE COMPANY HAVE BEEN DEBARRED OR DISQUALIFIED FROM BEING APPOINTED OR CONTINUING AS DIRECTORS OF COMPANIES BY THE BOARD/MINISTRY OF CORPORATE A AIRS OR ANY SUCH STATUTORY AUTHORITY

As the Company is listed on NSE EMERGE (SME) platform and as per the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with the provision as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply on listed entity which has listed its specified securities on the SME Exchange.

Hence being an entity listed on SME Exchange, compliances under Regulation 34 Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. Certificate from Practising Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority, is not applicable to the company.

35. COMPLIANCE CERTIFICATE BY MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER

The Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations, copy of which is attached to this Report. The Managing Director and the Chief Financial Officer also give half yearly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations.

36. CERTIFICATE FOR TRANSFER OF SHARES AND RECONCILIATION OF SHARE CAPITAL

Pursuant to Regulation 40(9) of Listing Regulations, certificates on half-yearly basis, have been issued by a Company Secretary-in-Practice with respect to due compliance of share transfer formalities by the Company.

37. RECONCILIATION OF SHARE CAPITAL AUDIT

This audit is carried out every quarter and report thereon is submitted to the stock Exchange as well as placed before the Board of Directors. The Audit Report confirms that the total issued is in agreement with the Paid up Capital of the Company.

38. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguard against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. M/s Jain Kumawat & Co., Chartered Accountants, Internal Auditors of the Company, submit their report periodically which is placed before the Board and reviewed by the Audit Committee.

39. COST AUDITORS

Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is not required to conduct the cost audit for the financial year 2018-19.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of this Report as Annexure-VI.

41. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with e ect from 1st October 2017. The Company is in compliance with the revised secretarial standards.

42. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Companys Policy on Prevention of Sexual harassment at workplace is in line with the requirements of the Sexual harassment of women at workplace (Prevention Prohibition and Redressal) Act, 2013 (Prevention of Sexual harassment of Women at Workplace Act) and rules framed thereunder. The Company has zero tolerance towards sexual harassment at the workplace. Internal Complaints committees have also been set up to redress complaints received regarding sexual harassment. The Company is committed to providing a safe and Conducive work environment to all of its employees and associates.

During the year under review Company has not received complaints of sexual harassment from any employee of the Company. The policy on prevention of sexual harassment at the workplace as approved by the Board is uploaded on the Companys website of the Company at www.jalantransolutions.com

43. CODE OF CONDUCT

According to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved by the Board of Directors. All Board members and senior management personnel have affirmed the compliance with the code.

During the year under review no Board members and senior management personnel has violated the provision of Code of Conduct.

44. PREVENTION OF INSIDER TRADING

As required under the provisions of SEBI (PIT) Regulations, 2015, the Board of Directors has adopted a code of conduct for prevention of Insider Trading during the year 2018-19.The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Jalan Transolutions (India) Limited, and cautions them on consequences of violations.

45. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the requirements under Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formulated and approved a Document Retention Policy prescribing the manner of retaining the Companys documents and the time period up to certain documents are to be retained. The Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.

During the year under review the Company has complied with the provision of Policy for preservation of documents

46. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

47. SUSTAINABILITY INITIATIVE

Your company is conscious of its responsibility towards preservation of Natural resources and continuously takes initiative to reduce consumption of electricity and water.

48. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that:-

a) In the preparation of the annual accounts for the financial year 2019-20, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors had 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 at the end of the financial year and of the profit of the Company for the financial year;

c) The Directors had taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

49. APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors would place on record their sincere appreciation to customers, business associates, government agencies & shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co- operation, commitments & contribution extended by all the employees of the Jalan Family & look forward to enjoying their continued support & co- operation.

For and on behalf of the Board
M/s JALAN TRANSOLUTIONS (INDIA) LIMITED
Sd/- Sd/-
Date: 01.12.2020 Rajesh Jalan Manish Jalan
Place: Delhi (Managing Director) (Director)
DIN: 00050253 DIN: 00043040