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JBM Auto Ltd Directors Report

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JBM Auto Ltd Share Price directors Report

Dear Members,

Your Directors present the 27th Annual Report of JBM Auto Limited ("the Company") along with the audited financial statements for the financial year ended 31st March, 2023. The consolidated performance of the Company and its subsidiaries referred to wherever required.

1. FINANCIAL RESULTS

Your Companys financial performance for the year ended 31st March, 2023 is

Rs In Crores

PARTICULARS

STANDALONE

CONSOLIDATED

FY23 FY22 FY23 FY22
Revenue from operations 3,749.25 3,168.16 3,857.38 3,193.05
Other Income 37.90 24.23 27.01 20.99
Total Income 3,787.15 3,192.39 3,884.39 3,214.04

Profit Before Interest, Taxes, Depreciation and Amortization

375.72 348.13 425.26 364.14
Less: Depreciation 100.40 85.20 130.31 91.43
Less: Finance Cost 109.36 75.36 125.71 75.71

Profit for the period before share of profit in joint venture

165.96 187.58 169.24 197.01
Share of profit/(loss) of joint venture - - 0.30 (9.97)

Profit Before Tax

165.96 187.58 169.54 187.04
Tax Expense 44.33 30.65 44.40 30.66
Profit for the period for continuing operations 121.63 156.93 125.14 156.38
Other Comprehensive Income for the year (0.16) (1.06) 3.27 (0.54)

Total Comprehensive Income for the year

121.47 155.87 128.41 155.84
Less: Non-Controlling Interest - - 0.75 0.19

Total Comprehensive Income attributable to the owners of the Company

121.47 155.87 127.66 155.65

2. FINANCIAL HIGHLIGHTS

On Standalone Basis

During FY23, the Companys revenue from operations is Rs 3,749.25 crores as against Rs 3,168.16 crores in the previous year, thereby increase of 18.34%, as against the industry growth by 20.36%.

EBITDA of the Company is Rs 375.72 crores in FY23 as against Rs 348.13 crores in the previous year, thereby increase of 7.93%.

On Consolidated Basis

In compliance with the applicable provisions of the Companies Act, 2013 including the Indian

Accounting Standard Ind AS 110 on Consolidated

Financial Statements, this Annual Report also includes Consolidated Financial Statements for FY23.

The Companys consolidated revenue from operations is Rs 3,857.38 crores as against Rs 3,193.05 crores in the previous year, thereby increase of 20.81%, against the industry growth by 20.36%.

Consolidated EBITDA of the Company is Rs 425.26 crores in FY23 as against Rs 364.14 crores in the previous year, thereby increase of 16.78%.

In FY23, your Company continued its growth momentum by scaling its revenue from operations. Your Company has also established the process for competitive costing which has resultant into cost reduction which will help in increasing its market share in all products.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

The Board has recommended a final dividend of Rs 1.30 (i.e. 65%) per equity share on fully paid-up equity shares of Rs 2 each on equity share capital for the financial year ended 31st March, 2023.

The payment of dividend is subject to the approval of the members at the ensuing 27th Annual General Meeting (AGM) of the Company and will be paid to those members whose name will be appearing in the register of members as on the cut-off date i.e. Saturday, 9th September, 2023.

(B) Dividend Distribution Policy

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") requires top one thousand listed companies to formulate a dividend distribution policy. Accordingly, as per the provisions of Listing Regulations, the Company had formulated a Dividend Distribution

Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits Policy is available on the website of the Company at www.jbmgroup.com/investors.

(C) Appropriation

No amount has been transferred to the General Reserve for the financial year ended 31st March, 2023.

4. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the financial year ended 31st March, 2023.

5. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and

SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively have been duly complied by your Company during the period under review.

6. MATERIAL CHANGES AFFECTING THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of FY23 and on the date of this report.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of 7 (seven) years. Further, according to

IEPF Rules, the shares on which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years are available on the website of the Company at www.jbmgroup.com/investors.

8. HUMAN RESOURCES

The overall satisfaction of the employees of the Company is high. Employees continued to take charge through collaborative approach and rigorous thinking which become possible through effective HR policies and its regorious implementation. The employees relations were peaceful and harmonious throughout the year.

9. SHARE CAPITAL AND LISTING OF SHARES

As on 31st March, 2023, the authorized share capital of the Company is Rs 136 crores and subscribed & paid-up equity share capital of the Company is Rs 23.65 crores. The Companys equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited its Members. The said (BSE). The equity shares are actively traded on NSE and BSE and have not been suspended from trading.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE

COMPANIES

As on 31st March, 2023, your Company had 7 (Seven) Subsidiary Companies, 5 (Five) Step Down Subsidiary Companies, 2 (Two) Joint Venture Companies and 2 (Two) Joint Venture of Subsidiary Companies. Further, the Company does not have any Associate Company as on 31st March, 2023. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements consisting financials of all its subsidiary Companies and joint venture Companies.

During FY 2022-23, the following changes have taken place in subsidiary / joint venture companies:

- The Company has acquired 100% stake in JBM Solaris Electric Vehicles Private Limited (JBM Solaris) and consequently, JBM Solaris has become wholly owned subsidiary of the Company w.e.f. 14th September, 2022. Also, Name of JBM Solaris Electric Vehicles Private Limited changed to JBM EV Technologies Private Limited. w.e.f 13th December, 2022.

- TL Ecolife Mobility Private Limited was incorporated on 1st December, 2022, as a step down subsidiary of the Company.

- The Company has acquired 99.52% control in Ecolife Green One Mobility Private Limited (Ecolife Green One) on 12th December, 2022.

- The Company has transferred its 100% Shareholding in Ecolife Indraprastha Mobility Private Limited to JBM Ecolife Mobility Private Limited. Accordingly, Ecolife Indraprastha Mobility Private Limited has become wholly owned subsidiary of JBM Ecolife Mobility Private Limited and step-down subsidiary of the Company w.e.f. 19th November, 2022.

A statement containing the salient features of financial statements of subsidiaries/ joint venture(s)/ associate companies of the Company in the prescribed

Form AOC-1 forms a part of Consolidated Financial Statements (CFS) in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended.

Form AOC-1 also highlights the financial performance of each of the subsidiaries/ joint venture(s) companies included in the Consolidated Financial Statement of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014, as amended.

In accordance with Section 136 of the Act, the financial statements of the subsidiary companies are available for inspection by the members at the Registered Office of the Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the AGM. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary & Compliance Officer at the Registered Office of the Company.

The Company has formulated a policy for determining material subsidiaries. The policy may be accessed on the website of the Company at www.jbmgroup.com/ investors.

In terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015, the Company does not have any material subsidiary as on 31st March, 2023.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of

Directors as are liable to retire by rotation, shall retire by rotation every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Nishant Arya (DIN: 00004954) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for his re-appointment forms part of the notice of 27th AGM.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

The Independent Directors have complied with the

Code for Independent Directors 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 qualifications, experience and expertise and they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred, if any. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013 and rules made there under.

Based on the recommendation of the Nomination &

Remuneration Committee, the Board of Directors of the Company re-appointed Mrs. Pravin Tripathi (DIN: 06913463) as Non-Executive Woman Independent Director w.e.f. 4th September, 2022 for 5 years. The members of the Company at their Annual General

Meeting held on 26th September, 2022 also approved the re-appointment of Mrs. Pravin Tripathi.

Based on the recommendation of the Nomination &

Remuneration Committee, the Board of Directors of the Company at their meeting held on 5th November, 2022 appointed Mr. Dhiraj Mohan (DIN: 07224934) as an Additional Director (Whole Time Director and Key Managerial Personnel) and Prof. Valipe Ramgopal Rao (DIN: 03279702) as an Additional Director (Non-Executive Independent Director) of the Company. The members of the Company via postal ballot (resolutions passed on 15th January, 2023 respectively) also approved the appointment of Mr. Dhiraj Mohan (DIN: 07224934) as Whole Time Director (‘KMP) of the Company for a term of 3 years commencing from 5th November, 2022 upto 4th November, 2025 and the appointment of Prof. Valipe Ramgopal Rao (DIN: 03279702) as an

Independent Director of the Company for a term of 5 years commencing from 5th November, 2022 upto 4th November, 2027.

Mr. Dhiraj Mohan pursued his Bachelor of Engineering (Mechanical) from Birla Institute of Technology, Ranchi followed by Masters of Business Administration (MBA) from Faculty of Management Studies, Delhi University.

He had served 4 decades in Automotive Space having led Strategic business missions and holding key positions. He is known name in industry circles endowed with in-depth sectoral knowledge and insights. He is a hands-on expert in domains such as Profit Centre Management, Sales & Business Development, Client Relationship Management, Projects, Plant Operations, etc. and he has joined JBM Group in 1996. Prof. V. Ramgopal Rao is currently the Group Vice-Chancellor for the Birla Institute of Technology & Science (BITS) Pilani campuses located in Pilani, Hyderabad, Goa, Dubai and Mumbai. Prior to joining the BITS Group in 2023, Prof. Rao had served as the Director of IIT Delhi for 6 years during 2016-2021 and as a Chair Professor for Nanoelectronics at both IIT Bombay and IIT Delhi. Prof. Rao is an internationally acclaimed Nanoelectronics researcher with over 480 research papers and 50 patents, which include 20 issued US patents. 15 of his patents have been licensed to industries for commercialization. Prof. Raos research and leadership contributions have been recognized with over 35 awards and honors in the country and abroad. He is a recipient of three honorary doctorates and Besides his regular teaching & research activities at IIT Delhi, Prof. Ramgopal Rao serves as a Chairman for multiple committees at the National level related to Education, Research and Innovation programmes in India.

His appointment on the Board is in the interest of the Company and Company will be benefited specifically in technology up-gradations in OEM business. Further during the FY23, Mr. Sandip Sanyal (DIN: 07186909) resigned as Whole-Time Director of the Company with effect from 5th November, 2022 due to personal health problems and advancing age and Mr. Jagdish Saksena Deepak (DIN: 02194470) resigned as Independent Director of the Company with effect from 4th November, 2022 due to some other preoccupations. The Board of Directors of the Company expressed their gratitude for the guidance provided by Mr. Sandip Sanyal (DIN: 07186909) and Mr. Jagdish Saksena Deepak (DIN: 02194470) during their tenure as director of the Company.

Key Managerial Personnel

As per the requirement under the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with rules made thereunder, following persons are designated as Key Managerial Personnels of the

Company:

(a) Mr. Nishant Arya Vice-Chairman &
Managing Director
(b) Mr. Dhiraj Mohan Whole Time Director
(c) Mr. Vivek Gupta * Chief Financial

(d) Mr. Sanjeev Kumar*

Company Secretary & Compliance Officer

*Mr. Vivek Gupta resigned from the post of Company Secretary w.e.f. 10th May, 2023 and Mr. Sanjeev Kumar, appointed as Company Secretary w.e.f. 11th May, 2023.

12. COMPLIANCES UNDER THE COMPANIES ACT, 2013

(i) Meetings of the Board

During FY23, 5 (Five) Board Meetings were held through video conferencing/ other audio visual means. For details thereof kindly refer to the Corporate Governance Report forming part of this Annual Report.

(ii) Audit Committee

Detailed information of the Audit Committee is provided in the Report on Corporate Governance forming part of this Annual Report.

(iii) Annual General Meeting

During FY23, Annual General Meeting of the Company was held on Monday, 26th September, 2022, through video conferencing/ other audio visual means (VC/ OAVM).

(iv) Other Committees of the Board

The details pertaining to the composition of the Nomination & Remuneration Committee, Stakeholders

Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee are included in the Corporate Governance Report forming part of this Annual Report.

(v) Companys Policy on Appointment and Remuneration of Directors

The criteria for determining qualifications, attributes and independence in terms of the Companies

Act, 2013 and the rules made thereunder, both in respect of independent and the other directors as applicable has been approved by the Nomination & Remuneration Committee. The Board is well diversified and have balance of skills, experience and diversity of perspectives appropriate to the Company.

All directors, other than independent directors and whole-time director, are liable to retire by rotation.

One-third of the directors who are liable to retire by rotation, retire every year in the AGM and are eligible for re-election.

The Companys policy relating to nomination & remuneration of directors, key managerial personnels and other employees can be accessed at our website at www.jbmgroup.com/investors.

(vi) 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 they: i. have followed in the preparation of Annual Accounts for FY23, the applicable accounting standards had been followed along with proper explanation relating to material departures; ii. have selected such accounting policies and applied them consistently and made judgments and estimates that 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 profitof the Company for the year ended on that date; iii. have taken proper and 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. have prepared the annual accounts on a ‘going concern basis; v. have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and vi. have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY23.

(vii) Related Party Transactions

All the contracts/ arrangements/ transactions etc. entered into by the Company with related parties were in ordinary course of business and on arms length basis in terms of provisions of the Companies Act, 2013.

During the year under review, the Company revised its Policy on Materiality of Related Party Transactions as also dealing with related Party Transactions, in accordance with the amendments to applicable provisions of law/ Listing Regulations.

Omnibus approval from the Audit Committee is obtained for all transactions with related parties and all such transactions are reviewed by the Audit Committee every quarter. Also all transactions with related parties are entered in accordance with the Policy on dealing with and materiality of related party transactions, formulated by the Company. The Audit Committee takes into consideration the independent audit consultants report, whilst scrutinizing and approving all related party transactions, from the perspective of fulfilling the criteria of meeting arms length pricing.

The details of the related party transactions as per care for the Indian Accounting Standards (IND AS) - 24 are set out in Notes to the Standalone and Consolidated Financial Statements of the Company.

As per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, if any related party transaction exceeds 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require members approval. In this regard, during the year under review, the Company had taken necessary members approval. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC - 2 is set out in the Annexure I to this report.

The Company in terms of Regulation 23 of the SEBI

(Listing Obligations and Disclosure Requirements)

Regulations, 2015 regularly submits within the prescribed time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified to the stock exchanges.

(viii) Extract of Annual Return

In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return for the FY 2022-23 of the Company is available on the website of the Company at www. jbmgroup.com/investors.

(ix) Auditors and Auditors Report (a) Statutory Auditors

M/s. R N Marwah & Co. LLP, Chartered Accountants (Firm Registration No. 001211N/ N500019), were appointed as Statutory Auditors of the Company at the 26th AGM held on 26th September, 2022, to hold office for a period of 5 (five) consecutive years from the conclusion of 26th AGM till the conclusion of the 31st AGM.

The Statutory Auditor has issued Audit Reports on the Standalone and Consolidated Financial

Statements of the Company for the year ended

31st March, 2023. Notes on the Financials

Statement referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3)(f) of the Companies Act, 2013 since it does not contain any qualification, reservation, adverse remarks or observation.

(b) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, Mr. Dhananjay Shukla, Practicing Company Secretary (CP No. 8271) was appointed to conduct the Secretarial Audit of the

Company for the financial year 2022-23. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Secretarial Auditors in their report for the financial of Cost year 2022-23. The Audit Report of the Secretarial

Auditor is attached as Annexure II.

Also, the Board of Directors of the Company in their meeting held on 10th May, 2023 re-appointed Mr. Dhananjay Shukla, Practicing Company Secretary (CP No. 8271) as Secretarial Auditor of the Company to perform the Secretarial audit for financial year 2023-24.

Pursuant to Circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8, 2019, issued by the Securities and Exchange Board of India (SEBI) & NSE Circular Ref No: NSE/CML/ 2023/30 dated April 10, 2023, the Company has obtained Annual Secretarial

Compliance Report from Mr. Dhananjay Shukla, Practicing Company Secretaries (CP No. 8271) on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and copy of the same has already been submitted with the

Stock Exchanges within the prescribed due date. The Annual Secretarial Compliance Report is attached as Annexure III.

(c) Internal Auditors

In terms of the provisions of Section 138 read with Companies (Accounts) Rules 2014 and rules made thereunder and on the recommendation of the Audit Committee, the Board of Directors of the Company in their meeting held on 2nd May,

2022 have appointed Mr. Amol Modak, Chartered Accountant and an independent external agency, as Internal Auditors of the Company to perform the internal audit for financial year 2022-23. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Internal Auditors in their report for the financial year 2022-23.

Also, the Board of Directors of the Company in their meeting held on 10th May, 2023 re-appointed Mr. Amol Modak, Chartered Accountant and an independent external agency, as Internal Auditors of the Company to perform the internal audit for financial year 2023-24.

(d) Cost Auditors

The Company is required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules made thereunder and accordingly, the Company has maintained such cost records. In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and based on the recommendations of the Audit Committee, the Board of Directors in their meeting held on 02nd

May, 2022 appointed M/s. Jitender, Navneet & Accountants, to Co. (FRN-000119), a firm conduct the audit of cost records of the Company for the financial year 2022-23. Further, there has been no qualification, reservation, adverse remarks or disclaimer made by the Cost Auditors in their report for the financial year 2022-23.

Also, the Board of Directors in their meeting held on 10th May, 2023 re-appointed M/s. Jitender, Navneet & Co., a firm of Cost Accountants, to conduct the audit of applicable cost records of the

Company for the financial year 2023-24.

(x) Corporate Social Responsibility

The brief outline of 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 IV of this report in the format prescribed in the Companies

(Corporate Social Responsibility Policy) Rules, 2014 as amended till date. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Annual report.

CSR Policy

The CSR Policy including a brief overview of the projects or programs undertaken can be accessed at the

Companys website at www.jbmgroup.com/investors.

CSR Committee

The CSR Committee comprises of Mr. Surendra Kumar Arya as Chairman, Mr. Nishant Arya and Mr. Mahesh Kumar Aggarwal, as other members of the Committee. The Committee, inter-alia, reviews and monitors the CSR activities of the Company.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report which forms part of this Annual report.

(xi) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013 is annexed as Annexure V and forms part of this report.

(xii) Nomination and Remuneration Policy

The policy for selection of directors and determining directors independence, and the remuneration policy for directors, key managerial personnel & other employees can be accessed at our website at www. jbmgroup.com/investors.

(xiii) Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of FY23 have been disclosed in notes to the financial statements.

13. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act, Regulation 17(10) of Listing Regulations and the "Guidance Note on Board Evaluation" issued by SEBI on 5th January,

2017, the Board has carried out the annual performance evaluation of its own performance, Directors individually as well as evaluation of its Committees. 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 towards the evaluation process.

14. REMUNERATION OF DIRECTORS, KEY

MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the directors is in accordance with the Nomination & Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of Listing Regulations.

The Companys policy relating to remuneration of directors, key managerial personnel and other employees are can be accessed at our website at www. jbmgroup.com/investors.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY

AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Secretarial Auditors, Cost Auditors and Internal Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made during the period under review.

16. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under Listing Regulations. A separate section on Corporate Governance, forming a part of this Annual Report and requisite certificate Mr. Dhananjay Shukla, Practicing Company Secretary (CP No. 8271) confirming compliance with conditions of Corporate Governance is attached to the report on Corporate Governance.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Listing Regulations, the Management

Discussion and Analysis report is given separately and forming part of this Annual Report.

18. INSIDER TRADING POLICY

During the year under review, the Company reviewed compliance with the provisions of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015 with respect to "Institutional Mechanism for Prevention of Insider trading" and found the systems for internal control are adequate and are operating effectively, in accordance with the amendments to the applicable provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy is available on the website of the Company at www.jbmgroup.com/investors.

19. RISK MANAGEMENT

Pursuant to Regulation 21 of Listing Regulations, the Company has a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has a Risk Management Policy and identified risks and taken appropriate steps for their mitigation. For more details, please refer to the Corporate Governance Report.

20. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Code of Conduct for Senior Management and Employees of your Company (the Code) commits Management to financial and accounting policies, systems and processes. The Risk Management Policy and the Code stand widely communicated across your

Company at all times.

Your Company uses SAP ERP systems as a business enabler and to maintain its books of account. The transactional controls built into the SAP ERP systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The systems, standard operating procedures and controls are reviewed by management. These systems and controls are audited by Internal Auditor and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation.

Based on the results of such assessments carried out by management, no reportable material weakness or significant internal financial controls was observed Internal financial controls also have been discussed under the head ‘CEO/CFO Certification in the Corporate Governance Report.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The Company has a vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations. The mechanism covers any instances of financial or irregularities, breach of code of conduct, abuse of authority, disclosure of financial/ price sensitive information, unethical/ unfair actions concerning Company vendors/ suppliers, mala-fide manipulation of Company records, discrimination to the Code of

Conduct in an anonymous manner.

The Policy also provides protection to the employees and business associates who report unethical practices and irregularities. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

The Whistle Blower Policy of the Company can be accessed at website of the Company at www.jbmgroup. com/investors.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the rules framed thereunder. Internal Committees have been set up to redress complaints received regarding sexual harassment. To build awareness in this area, the Company has been conducting induction / refresher programmes in the organization on a continuous basis. During the year under review, no complaint of sexual harassment was received by the Company and the policy is available on www.jbmgroup.com/investors.

23. MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors of your Company met on 25th March, 2023 without the presence of the Non-

Independentdeficiencies Directorsin theordesign or any otheroperation Managementof Personnel. The Meeting was conducted in an informal and flexible manner to enable the Independent

Directors to discuss matters pertaining to, inter-alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow between the Company Management and the Board that is necessary for the Board to effectively perform their duties. The meeting was attended by the Independent Directors only.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant orders were passed by the Regulators or Courts or

Tribunals which impact the going concern status and Companys operations in future.

25. PUBLIC DEPOSITS

During the year under review, your Company did not accept any public deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as of 31st March, 2023.

26. EMPLOYEES STOCK OPTION PLANS/ SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the financial year ended on 31st March, 2023.

27. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are form part of the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are form part of this Annual Report.

However, as per second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the

Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining a copy of such information may write to the Company Secretary

& Compliance Officer of the Company at the registered office of the Company and the same will be furnished without any fee.

28. INDUSTRIAL RELATIONS

Your Companys focus continues towards propagating proactive and employee centric practices. The transformational work culture initiative, which aims to create an engaged workforce with an innovative, productive and competitive shop-floor ecosystem, continues to grow in strength. In order to develop skills and foster togetherness at the workplace, your Company rolled out multiple training and engagement programs covering a wide range of topics, viz. positive attitude, stress management, creativity, team effectiveness, safety and environment, quality tools, skill building programs, customer focus, and Code of Conduct.

Significant awareness on health and wellness of employees through annual medical check-ups, health awareness activities and online yoga sessions. practices, Proactive and employee-centric shop floor a focus on transparent communication of business goals, an effective concern resolution mechanism, and most valuablea assets of the Company, are the cornerstones of your

Companys employee relations approach. The industrial relations scenario continued to be positive across all manufacturing locations.

29. AWARDS & RECOGNITIONS

During the year, the Company had received various awards and recognitions, which have been described in Management Discussion and Analysis Report, forming part of this Annual Report.

30. Business Responsibility and Sustainability Report

A detailed Business Responsibility and Sustainability Report (‘BRSR) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is forming part of this Annual Report.

31. OTHER STATUTORY DISCLOSURES FOR THE PERIOD UNDER REVIEW a. No equity shares were issued with differential rights as to dividend, voting or otherwise. b. No Sweat Equity shares were issued. c. No employee stock options were issued. d. No application has been made and/ or no proceeding are pending during the financial year 2022-23 under Insolvency and Bankruptcy Code, 2016. e. 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. f. There were no outstanding material litigations as on 31st March, 2023. Details of Statutory dues/tax matters are disclosed in the financial statements. g. The shares of the Company have not been suspended from trading in any of the Stock Exchanges.

APPRECIATION

The Board of Directors would like to express their sincere appreciation for assistance and co-operation received from vendors and stakeholders, including financial institutions, emphasis was also laid towards raising banks, Central and State Government authorities, customers and other business associates, who continued to extend their valuable support during the year under review.

For and on behalf of the Board of Directors of

JBM Auto Limited

Nishant Arya

Vice Chairman & Managing Director DIN: 00004954

Dhiraj Mohan

Place: Gurugram Whole Time Director
Date: 31st July, 2023 DIN: 07224934

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