jay bharat maruti ltd share price Directors report

To,

The Members,

Your Directors are pleased to present the 36th Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS –STANDALONE & CONSOLIDATED:

The highlights of the standalone and consolidated financial statements of your Company for the year ended 31st March, 2023 along with the previous years figures are given as under:

Rs. In Crores

Particulars	Standalone		Consolidated
	FY 2023	FY 2022	FY 2023	FY 2022
Total Income	2345.48	2078.82	2345.48	2078.82
Earnings before interest, depreciation, tax and amortization	174.57	150.36	174.57	150.36
(EBIDTA)
Finance Cost	36.83	32.73	36.83	32.73
Depreciation	80.07	75.48	80.07	75.48
Profit for the period before share of profit of joint venture	57.67	42.15	57.67	42.15
Share of profit of joint venture	-	-	0.82	0.89
Profit Before Tax	57.67	42.15	58.49	43.04
Tax Expense	20.31	14.68	20.59	14.90
Profit after Tax	37.36	27.47	37.90	28.14
Retained Earnings:
Balance at the beginning of the Year	424.97	402.78	425.89	403.04
Profit for the Year	37.36	27.47	37.90	28.14
Other Comprehensive Income arising from re-measurement	0.22	0.13	0.21	0.12
of defined benefit Obligation
Payment of dividend on equity shares	(5.41)	(5.41)	(5.41)	(5.41)
Balance at the end of the year	457.14	424.97	458.59	425.89

Note: the above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS)

On standalone basis, Company recorded total Income of Rs.2,345.48 Crores during the financial year 2022-23 as compared to Rs.2078.82 Crores in the previous year showing an increase of 12.83%. The EBIDTA of the Company is Rs. 174.57 Crores as compared to Rs. 150.36 Crores showing an increase of 16.10%. The Profit Before Tax for the financial year 2022-23 amounts to Rs. 57.67 Crores as against Rs. 42.15 Crores for the previous year, showing an increase of 36.82%. The profit after tax for the financial year 2022-23 was Rs.37.36 Crores as compared to Rs. 27.47 Crores in the previous year, showing an increase of 36%.

On consolidated basis, Company recorded total Profit Before Tax for the financial year 2022-23 amounts to Rs. 58.49 Crores as against Rs. 43.04 Crores for the previous year, showing an increase of 35.90%. The profit after tax that for the financial year 2022-23 was Rs.37.90 Crores as compared to Rs. 28.14 Crores in the previous year, showing an increase of 34.68%.

2. THE CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year ended 2022-23, there was no change in the nature of business of the Company.

3. TRANSFER TO GENERAL RESERVE:

The Board of Directors of the Company does not propose to transfer any amount to reserves other than transfer of undistributed profits to surplus in statement of Profit & Loss.

4. DIVIDEND AND APPROPRIATION:

Dividend

Your Directors are pleased to recommend a final dividend of Rs. 1.75 per equity share for the financial year ended 31st March, 2023, amounting to Rs. 7.58

Crores approx., which is subject to approval by the shareholders in ensuing Annual General Meeting and will be paid to members whose name appear in the Register of Members as on Saturday, September 09, 2023, through e-mode to those shareholders who have updated their bank account details and to the shareholders who have not updated their bank account details, dividend warrants/demand drafts/cheques will be send at their updated address.

The Board has recommended such dividend based on the parameters laid down in the Dividend Distribution

Policy of the Company and will be paid out of the profits of financial year 2022-23.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Book Closure and Record Date

The Register of Members and Share Transfer Books of the Company will be closed from Sunday, September 10, 2023 to Saturday, September 16, 2023 (both days inclusive) and the Company has fixed Saturday, September 09, 2023 as the "Record Date" for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2023.

5. NEW PLANTS AT KHARKHODA, SONIPAT, HARYANA AND SMG SUPPLIER PARK, GUJARAT:

Your Company will be setting up new manufacturing facility at Kharkhoda, Sonipat- Haryana so as to meet the requirements of Maruti Suzuki India Limited (MSIL) for its new manufacturing facility at IMT Kharkhoda, Sonipat. The Company has been allotted land in Suppliers park in Kharkhoda admeasuring 6.47 (approx.) acres on lease basis by MSIL.

Further, MSIL has also allotted land on lease basis admeasuring 2.87 acres approx. at SMG Suppliers Park in Gujarat. The Company will be setting up Weld Shop at the location for new EV models of MSIL. The new facility will start production in October 2024 as per MSIL timeline.

6. SPLIT/SUB- DIVISION OF SHARES:

The Board of Directors of your Company in its meeting held on August 08, 2023, has approved the Sub-division/ split of existing Equity Shares of the Company having face value of Rs. 5/- (Rupees Five only) each fully paid-up into Equity Shares having face value of Rs. 2/- (Rupees Two only) each fully paid-up subject to necessary approvals including approval of the Shareholders of the Company.

Sub-division/split, if approved by the shareholders, will likely to increase the trading liquidity and opening up the opportunity for more potential investors to buy the shares of the company as more affordable stock.

The Record Date for sub-division/split of existing Equity Shares shall be decided after obtaining requisite approval of the Shareholders of the Company.

7 SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

The Board of Directors of your Company in its meeting held on August 08, 2023, has approved the Shifting of Registered Office of the Company from the NCT, Delhi to the State of Haryana to carry on the business of the Company more economically and and with better operational convenience as major plants of the Company are situated in Haryana and major of the supplies of the Company has been made to Maruti Suzuki India Limited at Haryana Location.

Shifting of registered office shall be subject to the approval of the Shareholders of the Company in the ensuing annual general meeting and other necessary approvals.

8. STATEMENT CONTAINING HIGHLIGHTS AND PERFORMANCE OF JOINT VENTURE/ ASSOCIATES:

Your Companys Tool Room at Noida in association with M/s. JBM Ogihara Die Tech Pvt. Ltd. (JODT) with M/s Ogihara Thailand & Co., which started in FY 2020 is now operating at full installed capacity. It is manufacturing Dies for Skin parts, High Tensile parts, Critical sheet metal parts for Automotive for various OEMs including MSIL.

There has been restructuring in shareholding among M/s Ogihara Thailand & Co.(OTC), M/s JBM Auto Limited (JBMA) and the Company during the year. Post such restructuring, the shareholding stands at 51:39:10 among JBMA:JBML:OTC as against 51:49 between JBMA:JBML. As per the Shareholders agreement OTC was allotted 10% Equity Capital as per the applicable laws.

Pursuant to provision of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, a separate statement containing highlight of performance of the Joint Venture and Associate Companies in the prescribed form AOC-1 forms part of the Financial Statements. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of Joint Ventures/Associates will also be made available on the Companys website at www.jbmgroup. com.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34 read with Schedule V of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management Discussion and Analysis report forming part of this Annual Report as Annexure- A.

10. CREDIT RATING:

The Companys sound financial management and its ability to service financial obligations in a timely manner, has been affirmed by the credit rating agency ICRA with long-term instrument rated as ICRA A+ and short-term instrument rated as ICRA A1.

11. DEPOSITORY SYSTEM:

The shares of the Company are in the Dematerialized form under both the Depository Systems in India - with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on March 31, 2023, out of 4,33,00,000 Equity Shares, 4,27,77,383 Equity Shares of the Company are in dematerialized form and available for trading on both the Stock Exchanges i.e BSE Limited and National Stock Exchange Limited.

Further, in terms of the Listing Regulations, as amended from time to time, all requests for transfer, transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate and consolidation of securities certificates/folios will be processed and mandatorily a letter of confirmation will be issued, which needs to be submitted to Depository Participant to get credit of these securities in dematerialized form. Shareholders desirous of using these services are requested to contact MCS Share Transfer Agent Limited, our Registrar and Transfer Agents (RTA) of the company, the contact details of RTA are available on the website of the Company at www.jbmgroup.com.

12. QUALITY:

Your Company has implemented International Quality Management System based on the requirement of IATF 16949:2016. The Company has established, implemented and is maintaining an Information Security Management System as per ISO-14001:2015 through periodic audits by the American Systems Registrar (USA). Periodical Internal assessments for compliance is also done by senior Plant teams and certified Internal Auditors.

All Plants of the Company completed EHS certification cycle for ISO 14001 and ISO 45001 without any major non-conformity.

13. RESEARCH & DEVELOPMENT:

Your Company is continuously evolving and working on its technological enhancement in its operations and working on improving its process efficiency and also diversifying its product portfolio, the company has implemented digitization by using AI. The Company has filed two application for patent registration with Controller General of Patents, Designs & Trademarks. out of this one application already accepted and published and the second application is under registration process.

14. HUMAN RESOURCES:

Your Company firmly believes that employees are its greatest asset. The focus of the Human Resources (HR) strategy is to enable the growth of the Company through talent fulfilment for growth areas, capability building in emerging technologies and building internal talent pipeline.

Your Company has remained committed towards turning every potential opportunity into touchstones and beyond standardization, accelerated by digital technology adoption and Winds of Change, traditions are giving way to unconventional approaches.

We have adopted and implemented "HR PCMM

– People Capability Maturity Model" a framework that helps organizations to assess the maturity of their HR practices and processes and identify areas of improvement for building Capabilities across the employees which has been a Roadmap to sustained Excellence & Predictability.

We have engaged our employees through monthly learning and development calendars based on 50 Growth Engines covering all the employees across the group. Trainings on Organization Thrust Areas, Whistle Blower Policy, POSH, ISQ and SANKALP Siddhi etc. developed internal trainers through capacity building program called TTT. MDP (Management Development

Programs), SDP (Supervisory Development Program), & TTT (Train the Trainer) program were strengthened, with the commitment of making future ready workforce.

Sankalp Siddhi Programme which was envisioned by our Chairman in 2020, continued to brought energy into all the employees and their family members and paved a way to look at the life more holistically and participation of employees and families in completing their wheel of life by taking Sankalps is a great source of inspiration. During the period under review we also witnessed the launch of third leg of Sankalp Siddhi initiative in the form of Sankalp Se Siddhi 3.0 initiative that aims for Organizational and Self development.

The Industrial relation has remained peaceful and cordial throughout the year.

Your Company has been awarded with following awards for its Human Resource functions:

• Annual HR Excellence Award 2022 by ASSOCHAM

• CII National HR Excellence award

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

The Composition of Board of Directors is in conformity with the applicable provisions of the Act and the Listing

Regulations.

During the period under review, Ms. Esha Arya (DIN 00004836), has resigned from the Directorship of the Company with effect from October 06, 2022 due to some personal reasons and other commitments which does not impact the requisite composition of the Board of Directors. The Board places on record its appreciation for the guidance and support provided by Ms. Esha Arya during her tenure with the Company.

In accordance with the Articles of Association of the Company and Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr.

Anand Swaroop (DIN: 00004816), will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board is of the opinion that Mr. Anand Swaroop possess the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company hence, Board of Directors recommend the re-appointment of Mr. Anand Swaroop at the ensuing Annual General Meeting.

Brief resume and other requisite details of Directors proposed to be appointed/reappointed as a Director has been provided in notice of the ensuing Annual General Meeting.

During the period under review, none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

Key Managerial Personnel

As on March 31, 2023, Mr. Surendra Kumar Arya, Chairman and Managing Director of the Company, Mr. Anand Swaroop, Whole-time Director and Chief Financial Officer and Mr. Ravi Arora, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

16. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) of the Act, your Directors, to the best of their knowledge and belief and based on recommendation and compliance certificate received from the operating management and after enquiry, pursuant to Section 134(5) of the Act confirms that:

(a) In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; (b) Such accounting policies have been selected and applied consistently and judgments and estimates are made which were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the profit or loss of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The financial statements for the financial year ended 31st March, 2023 have been prepared on a ‘going concern basis;

(e) Proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

17. BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the financial year 2022-23, Board of Directors met 4 (Four) time i.e. April 30, 2022, August 02, 2022, October 31, 2022 and February 07, 2023. Detailed information regarding the Board Meeting along with the attendance of Board of Directors are provided in Corporate Governance forming part of this Annual Report.

Further, it is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Companies Act, 2013.

The 35th Annual General Meeting (AGM) of the Company was held on 26th September, 2022 through VC/OAVM in compliance with relevant relaxations issued.

18. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make well informed decisions in line with the delegated authority and their terms of reference. The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee;

• Corporate Social Responsibility and Sustainability Committee;

• Stakeholders Relationship Committee; and

• Risk Management Committee.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board of Directors.

19. DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any Deposit under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

20. CORPORATE GOVERNANCE:

A Report on Corporate Governance for the financial year ended 31 March, 2023 along with a certificate thereon from Ms. Sunita Mathur, (FCS 1743), a Practicing Company Secretary, regarding compliance of the conditions of corporate governance under Listing

Regulations is forming part of this Annual Report as

Annexure-B.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to regulation 34(2)(f) of Listing Regulations it has been mandated for the top one thousand Companies based on market capitalization as on March

31 of every financial year to prepare (BRSR) report for the financial year 2022-23, however, the remaining

Companies may voluntarily disclose the Business Responsibility and Sustainability Report in its Annual Report for the Financial year 2022-23 and onwards. BRSR is a framework for Companies to report their social, environmental and economic impact on society.

It enables Companies to be transparent and accountable about their sustainable practices and contribute to the sustainable development of the economy and it also promotes transparent and standardized disclosures on ESG parameters and sustainability related risks and opportunities for listed Companies in India.

To administer the ESG initiatives and its implementation in the company, the Board of Directors of the Company in its Meeting held on May 10, 2023, changed the name of its Corporate Social Responsibility Committee ("CSRC") to Corporate Social Responsibility and

Sustainability Committee ("CSRSC") and also defined its additional terms of reference to ensure the effective and efficient implementation of Business Responsibility and Sustainability activities to be carried out by the Company.

A detailed Business Responsibility and Sustainability Report (‘BRSR) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report as Annexure-C and is also available on the

Companys website at www.jbmgroup.com.

22. ANNUAL RETURN:

In accordance with Section 92(3) read with Section

134 (3) of the Act, the Annual Return for financial year

2022-23 is available on the Companys website at www. jbmgroup.com.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism and formulated Whistle Blower Policy, for Directors, employees and other person concern to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics, in accordance with the provisions of Section 177 (10) of the Act and Regulation 22 of Listing Regulations. The mechanism provides for adequate safeguards against victimization of Directors, employees or other persons who avail of the mechanism.

Audit committee oversee the implementation of vigil mechanism and provides adequate safeguards against unfair treatment to the whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in appropriate/ exceptional cases.

During the financial year, 1 (One) complaint has been received and appropriate action has been taken & the complaint stands closed.

No person was denied access to the audit committee.

The Whistle Blower Policy is available on the Companys website, which may be accessed at the link: www. jbmgroup.com.

24. PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, COMMITTEES AND BOARD AS WHOLE:

Pursuant to the provisions of the 134(3) of the Act,

Regulation 17(10) of Listing Regulations and the Guidance Note on Board Evaluation issued by the SEBI dated January 05, 2017, the Board has carried out the annual performance evaluation of individual Directors, its Committees and Board as whole. The evaluation criteria, inter-alia, covered various aspects of the Board functioning including its composition, attendance of Directors, participation levels, bringing specialized knowledge for decision making, smooth functioning of the Board and effective decision making.

The performance of individual director was evaluated on parameters such as level of engagement and contribution, independence of judgment and safeguarding the interest of the Company etc. The Directors expressed their satisfaction with the evaluation process.

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of committee charter, updation to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent

Directors was done by the Board excluding the Director being evaluated.

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board.

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of Regulation 25 of Listing Regulations, the Board has adopted a Familiarization Programme for Independent Directors to familiarize the Independent Directors of the Company with the organization.

The Board of Directors of the Company are updated on changes/ developments in the domestic/ global corporate and industry scenario including those pertaining to statutes/ legislations & economic environment and on matters affecting the Company, to enable them to take well informed and timely decisions.

Any Director who joins the Board is presented with a brief background of the Company, its operations and is informed of the important policies of the Company including the Code of Conduct for Directors and Senior Management and Code of Conduct for Prevention of Insider Trading of the Company. The Independent Directors are also provided with regular updates in the Board Meetings on relevant statutory changes to ensure that they remain up to date on the Compliance framework.

The details of the Familiarization Programme imparted to Independent Directors during the year and cumulative basis till date is also made available on the website of the Company at www.jbmgroup.com.

26. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES:

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II

Listing Regulations, the Company has formulated the Nomination and Remuneration Policy of Directors, Key

Managerial Personnel (KMP) and Other Employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act.Salient features of Nomination and Remuneration

Policy for Directors, Key Managerial Personnel (KMP) and Other Employees has been disclosed in Report on Corporate Governance, which is a part of this Report. The detailed policy may be accessed from Companys website at the link www.jbmgroup.com

27. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the Board of Directors of the Company had formulated a Dividend Distribution Policy (‘the Policy). The complete Policy documents is available on the Companys website at www.jbmgroup. com.

28. RISK MANAGEMENT:

Your Company has a well-defined risk management framework in place to robust organizational structure for managing and reporting risks. Further, a Risk Management process has been established across your Company and which is designed to identify, assess and frame a response to threats that affect the achievement of its objectives.

To ensure the effectiveness of risk management framework and Risk Management process in the Company, the Board of Directors has formed a Risk Management Committee which is responsible to frame, implement, monitor and reviewing the risk management plan of the Company and ensuring its effectiveness.

Additionally, the Risk Management Committee is responsible for development and implementation of Risk Management Policy for the Company including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. The Company also has a ‘Business Excellence department headed by senior member who is responsible for driving enterprising risk management process on ground by identifying key risks, analysis and prioritization of key risks, scrutinizing mitigation actions so that risks are mitigated based on 4T approach i.e Terminate, Treat, Transfer and/or Tolerate.

The Audit Committee has also given additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through internal audit and mitigating actions are taken on the observations. The Internal audit covers variety key areas which includes fraud risk. The audit is done by external & internal firms.

Details of composition, terms of reference and number of meetings held during the period under review are given in the Report on Corporate Governance, which forms a part of this report.

The Company has Risk Management Policy which can be accessed on Companys website at www.jbmgroup.com.

29. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received requisite declarations from all the Independent Directors in terms of Section 149(7) of the Act and Regulation 25(8) and other applicable Regulations of Listing Regulations the confirmation that they meet the criteria of independence. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The Board took on record the declaration and confirmation submitted by the independent directors regarding their meeting of prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations.

Further, the Independent Directors have complied with the Code for Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 and the

Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite proficiency, qualifications, experience and expertise and they hold highest standards of integrity.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the company with Related Parties were in the ordinary course of business and on arms length basis.

Related Party Transactions, which are foreseen and repetitive in nature placed before the Audit Committee on yearly basis for obtaining prior omnibus approval of the Committee.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company. Such Related Party Transactions are subjected to independent review by an external reputed accounting firm (EY) to confirm & validate the Related Party Transactions that these are entered at arm Length price and in ordinary course of business as per transfer pricing rules.

During the period, there were no materially significant related party transactions entered into, by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict of interest for the Company at large.

The detail particulars of contracts or arrangements/ transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 attached to this report as Annexure-D. Further, in accordance with Ind AS-24, detailed information on the Related Party Transactions are given under Notes to of the Standalone Financial Statements.

The Policy on ‘materiality of and dealing with related party transactions, as approved by the Board may be accessed on the Companys website at the link: www. jbmgroup.com

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of Loans, guarantees and investments covered under Section 186 of the Act are provided in

Notes to the Standalone Financial Statements.

32. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standard 1 and Secretarial Standard 2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively issued by the Institute of Company Secretaries of India.

33. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There is no material changes have been occurred and/ or commitments has been made, during the period between end of the financial year till the date of this report, which may affect the financial position of the

Company.

34. CORPORATE SOCIAL RESPONSIBILITY:

We firmly believe and are committed

• Towards welfare & sustainable development of the community;

• Towards ethical principles, protection of human rights, care for the environment;

• Towards improving the quality of life of all stakeholders including the local community and society at large.

Under the aegis of Neel Foundation, your company plays a pivotal role in community development with the help of NGOs and social organisations, assisting on agendas of public welfare and environmental concerns.

JBML CSR initiatives :-

• Collection of clothes from donors home directly and after proper care and assortment they are packaged to be distributed to areas/organizations/ centers in remote areas from where they directly reach to the needy individuals.

• Provide support deserving children for higher education including Administrative Services like IAS, IPS etc. to support in national development so that no aspirant having potential and vision to serve the nation shall be left behind due to lack of resources.

• Facilitating formal affordable education through opening of schools and hostels with all the modern facilities and infrastructure in remote areas. Our focus is to bring quality educational facilities at affordable fees to all needy & deprived

Other programme includes

• Youth Awareness- A wide range of campaigns for Health and Awareness, Environment Protection,

Self Defense, Yoga and Meditation, Women health and hygiene.

• Women Empowerment- Employment generation scheme, loan extension to needy women

• Skill Development- Empower students with necessary skill to make them employable or Entreprenuer • Mashal- Rehabilitation of Alochol & Drug addiction evils • Free food Distribution- Needy and at the time of natural calamity The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure-E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has a well-established system of internal controls in place to ensure reliability of financial reporting, orderly and efficient conduct of business, compliance with policies, procedures, safeguarding of assets and economical and efficient use of resources.

Appropriate review and control mechanisms are put in place to ensure that such control systems are adequate and operate effectively Periodical programs of Internal Audits are planned and conducted which are also aligned with business objectives of the Company. The meetings with Internal Auditors are conducted wherein the status of audits and management reviews are informed to the Board.

Presently, your Company has aligned its current systems of internal financial control with the requirement of the Act. The Company in its continuing efforts for strengthening the Internal Audit function and to ensure wide coverage and timely implementation of Audit and as digitization initiative, Company has purchased an internal audit analytics tool from Ernst & Young and implemented the same in the company. Your Companys internal controls are commensurate with its size and the nature of its operations. The company also undergoes periodic audit by specialized third party like consultants and professionals for business specific compliances and industry benchmarking.

Senior Management review the Internal Auditors Reports for its implementation and effectiveness. The internal audit observations and conclusions taken by the company has placed before the Audit Committee & their guidance is taken for its effectiveness. The internal financial control framework design ensures that the financial and other records are reliable for preparing financial and other statements.

36. AUDITORS AND AUDITORS REPORT:

(A) STATUTORY AUDITORS

M/s GSA & Associates LLP, Chartered Accountants, (Firm Registration No. 00257N/N500339), was appointed in 35th Annual General Meeting as the Statutory Auditors of the Company to hold office until the conclusion of the 40th Annual General Meeting of the Company. They have audited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report, read with relevant Notes to Accounts are self-explanatory and, therefore, do not require further explanation. The Auditors

Report does not contain any qualification, reservation or adverse remark.

(B) SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sunita Mathur (FCS 1743), a Practicing Company Secretary carried out Secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit Report given by the Secretarial Auditors in Form no. MR-3 is annexed as Annexure-F and forms an integral part of this report. There is no qualification or adverse remark in the report.

Further, the Board of Directors in its meeting held on May 10, 2023 appointed Ms. Sunita Mathur as Secretarial auditor for the financial year 2023-24.

(C) INTERNAL AUDITORS

M/s Mehra Goel & Co., Chartered Accountants have carried out the Internal Audit of the Company for the financial year 2022-23.

Further, the Board of Directors in its meeting held on May 10, 2023 appointed M/s Sahni Natarajan and Bahl, Chartered Accountants as internal auditor for the financial year 2023-24.

(D) REPORTING OF FRAUDS BY THE AUDITORS

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, which would need to be mentioned in this Boards Report.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company has continued their efforts to reduce energy consumption in its plants & offices. The manufacturing units are constantly encouraged to improve operational activities and maximizing production volumes and minimizing consumption of natural resources. Systems and processes have been put in place for utilization and monitoring of energy consumption for all the units. The Company has no direct exports. However, the components supplied by the company to its customer are used in ‘Export Vehicles.

A detailed disclosure relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 134(3)(m) of the Act, are provided in Annexure-G to this report.

38. CHANGES IN SHARE CAPITAL:

There has been no change in the capital structure of the Company during the year under review.

39. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years from the date of transfer to Unclaimed/Unpaid Dividend. Accordingly, unpaid or unclaimed dividend amounting to Rs. 598,324.00/- which was unpaid /unclaimed for consecutive period of seven years, were transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of the Act and rules made thereunder. The details of the consolidated unclaimed/unpaid dividend as required by the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to at "IEPF Rules") for all the unclaimed/ unpaid dividend accounts outstanding (drawn up to the date of 35th Annual General Meeting on September 26, 2022) have been uploaded under the

Companys website:.www.jbmgroup.com. Further, the unclaimed/ unpaid dividend for the financial year 2015- 16 is due for transfer to IEPF.

Transfer of Shares underlying Unclaimed/Unpaid Dividend

Pursuant to the provisions of Section 124(6) of the Act read with the Rules, the shares in respect of which Dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more are also required to be transferred in the account of IEPF authority.

Accordingly, Company had transferred 14,054 equity shares on which dividends have not been claimed for seven consecutive years in favor of IEPF authority. In view of above, concerned Shareholders are requested to kindly claim the Unpaid/Unclaimed Dividend before transferring the same to IEPF authority. Further in terms of the provisions of Section 124 of the Act read with the Rules, a notice has been sent to the Shareholders individually and also be published in Newspaper, inviting the attention of the Shareholders to claim their Dividends.

40. PREVENTION OF INSIDER TRADING:

Pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015, Company is required to formulate a code of practices and procedures for fair disclosure of unpublished price sensitive information and Code of Conduct for regulating, monitoring and reporting of Trading of Shares by Insiders.

Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of Un-Published Price Sensitive Information and the Code of Conduct for regulating, monitoring and reporting of Trading of Shares by Insiders in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015. ("Regulation").

The objective of these codes is to prevent misuse of Unpublished Price Sensitive Information ("UPSI") by designated persons and their immediate relatives. The Board has also formulated and adopted a Policy on Determination of Legitimate Purpose as per the provisions of these Regulations.

Further, the Company has also put in place adequate & effective system of internal controls and standard processes to ensure compliance with the requirements given under these regulations for prevention of insider trading.

The said Codes are uploaded on the website of the

Company.at www.jbmgroup.com.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the Section 134(3) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, a Statement to the effect that the Company has duly complied with the provisions related to Constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)" has to be included in the Boards Report.

In accordance with the above mentioned provisions of POSH, Company has adopted the "Policy on Prevention of Sexual Harassment of Women at Workplace". Further, the Company has also constituted ICC in terms of the provisions of POSH which includes individuals having relevant experience.

The Company has zero tolerance policy for Prevention, Prohibition and Redressal of Sexual Harassment at

Workplace in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting to the Companys office premises or women service providers are covered under this said Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

42. CODE OF CONDUCT:

Pursuant to the Regulation 17(5) of Listing Regulations, the Board of Directors of the Company has formulated and adopted Code of Conduct (‘the Code) for members of Board of Directors and Senior Management. The Code gives guidance on adherence to ethical conduct of business and compliance of law, which, inter-alia, includes the duties of independent directors as laid down in the Companies Act, 2013. The aforesaid code is also available on the Companys website at www. jbmgroup.com.

In terms of the Regulation 26(3) of Listing Regulations, all the Board Members and the Senior Management personnel have affirmed the compliance with the Code for the financial year 2022-23. A declaration to this effect, signed by the Managing Director forms part of the Corporate Governance Report.

43. AWARDS & ACCOLADES:

During the period under review, your Company has accomplished major achievements for which it has been awarded by its customer, Some awards and accolades received by the company during the year are as follows: • MSVC - MSIL Vendor conference Award:

- On Yield Improvement

- On Human Resources

• FICCI Industry 4.0 Awards

• CII Kaizen Pokayoke Competition • CII National Technology Competition • ACMA (WESTERN REGION) QUALITY CIRCLE COMPETITION

• 17th CII National Circle Competition • 9th ACMA WR Zonal Kaizen Competition • CII National Technology Competition-2022

• The Champions Trophy-2022

• CII 3M category

44. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, required to be provided in Annual Report.

However, in terms of first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and the aforesaid information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Further, any member interested in obtaining such information may write to the Company Secretary.

45. PERSONNEL:

As on March 31, 2023, total number of employees on the records of your Company were 941.

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support have enabled the Company to cross new milestones on a continual basis.

46. MCA GREEN INITIATIVES:

In Compliance with MCA General Circular No. 10/2022 dated December 28, 2022 read with circular number 02/2022datedMay05,2022andcircularnumber20/2020 dated, May 5, 2020, issued by the Ministry of Corporate Affairs, Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Companys website at www.jbmgroup. com and on the websites of Stock Exchanges i.e. BSE

Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

47. GENERAL:

Your Directors state that no disclosure or reporting is required to be made in respect of following stated matters as there were no such transactions/events taken place during the period under review:

• The Company had not issued equity shares with differential rights as to dividend, voting or otherwise.

• The Company had not issued shares (including sweat equity shares) to employees of the Company under any scheme.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• The Managing Director have not received any remuneration or commission from any of its subsidiaries.

• ^{No significant or material orders were passed} by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

• As on the date of the Report any application is not pending under the Insolvency and Bankruptcy

Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2022-23.

• During the year under review, the Company has not entered in any one time settlement with any of the Banks/Financial Institutions and therefore, the relevant disclosures are not applicable to the Company.

• The maintenance of cost records has not been specified by the Central Government under sub-section (1) of section 148 of the Act for the business activities carried out by the Company. Cost Audit under Companies (Cost Records and Audit) Rules, 2014 is not applicable on the Company.

Further, your company has passed a Special Resolution for enabling the Board of Directors for Issue of securities under Section 42, 62 and 71 of the Act, at 35th AGM held on September 26, 2022, however, due to slowdown in market and continued pandemic spread, there was no opportunity to access market for raising funds. The said Special Resolution was valid for one year. For exploring alternate funding sources, it is proposed to pass again the said resolution for raising funds through issuance of Securities in terms of Section 42, 62 and 71 of the Act. The same will be placed before the members for their approval at the ensuing AGM.

48. ACKNOWLEDGEMENT:

Your Directors acknowledge the continued assistance, guidance and Co-operation received from Maruti ^{Suzuki India Limited, Suzuki Motor Corporation, Japan, Suzuki Motor Gujarat Private Limited and all its other TA} partners.

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the Banks, State Government and Central Government authorities, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.