jitf infra logistics ltd share price Directors report


To,

The Members,

The Board of Directors are pleased to present the 1 5th Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31st March, 2022.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31,2022 is summarized below:

( Lacs)

Particulars Year ended 31st March, 2022 Year ended 31st March, 2021
Revenue from operations 276.71 258.79
Other Income - 0.78
Profit/(Loss) before finance cost, depreciation, exceptional items and tax 42.51 43.38
Less:
Finance cost 16.04 20.22
Depreciation and amortization expense 0.88 0.34
Profit/ (Loss) before tax 25.59 22.82
Tax expense 6.45 5.89
Profit/ (Loss) after tax 19.14 16.93
Other Comprehensive Income Items that will not be reclassified to profit and loss 1.95 0.70
Total Comprehensive Income for the year 21.09 17.63

2. REVIEW OF OPERATIONS

During the Financial Year, Company achieved Gross Revenue of Rs 276.71 lacs against Rs 259.57 lacs achieved during the previous year. The net profit for the Financial Year is Rs. 19.14 lacs as compared to Rs. 16.93 lacs in the previous year.

Your Companys step-down subsidiary JWIL Infra Limited ("JWIL") - The year 2021-22 has been quite a challenging one for the World, Country, and Indian Economy as well, due to increase in commodity prices across the globe. The Company took swift actions to minimize disruption caused by it and has been able to achieve a turnover of Rs. 789.34 Crores during the year with a growth of about 28% over previous year. JWIL has also been able to maintain Profitability with various cost saving initiatives.

The Company is focused on Digitalization of processes along with operational efficiency and has taken various steps to achieve the same such as engaging PWC as consultants for smoothing and improvement of SAP functions etc. Further, the company is the exploring new business line such as Sewage/Waste water Treatment and new geographical markets such UAE, East Africa etc.

During the year, the company has secured orders worth Rs. 365 Crores in state of Jharkhand to cater the drinking water supply requirement for Rural Population in Godda & Sundarpahari Block.

Existing EPC work to be executed as on year ended March 22 was close to Rs. 1600 crores. As a company JWIL will be doing selective bidding for new projects. The company is targeting to complete four continuing projects during the year 2022-23. Further, company is also doing long term Operations & Maintenance of past executed eleven projects as on date.

The subsidiary of the Company namely JITF ESIPL CETP (Sitarganj) Limited continued to operate the 4 MLD Common Effluent Treatment Plant at Sitarganj, Uttarakhand, jointly with Eldeco Sidcul Industrial Park Limited and achieved turnover of Rs. 4.28 Crores during FY 2021-22.

JITF Urban Infrastructure Limited ("JUIL") is in the business of Municipal Solid Waste (MSW) management which includes setting up and operating Waste to Energy projects and material recovery facilities at different locations in the country. JUIL has created a niche in Indian Waste to Energy (WtE) segment with vast experience of successfully operating WtE Plant for more than 11 years in adherence of the emission norms set by the Pollution Control Board. The initial capacity of the WtE plant located in Delhi was 16 MW which was later enhanced to 23 MW. With the enhanced capacity of 23 MW, Okhla WtE plant alone has processed approx. 6,32,879 MT of MSW during FY 2021-22 and converted it into greener energy over 166 million units out of which about 142 million units exported to the grid, compost over 538 tons, and recyclables upto 700 tons. On environment indices, this plant, since its inception, has prevented around 100 acres of land (considering Landfill height of 20 Meters) from getting converted into Landfill and generation of around 10 million KL of leachate which would have contaminated the ground water by seepage.

JUIL has 7 WtE projects in various stages amounting to a total capacity of approx. 111 MW. Out of them, two projects located at Guntur and Visakhapatnam in Andhra Pradesh were commissioned in October, 2021 and February, 2022, respectively. Plant at Guntur has been running on full load (15 MW) since 26th April 2022. Another project at Tehkhand, Delhi, is in the advance stage of erection and commissioning is expected in October 2022. The 98% of Plain Cement Concrete work and 93% of Reinforced Cement Concrete work are completed despite all odds of pandemic and government restrictions. Civil works have started in full swing for Ahmedabad Project while civil works will start at Jodhpur and Jaipur project site in near future. JUIL will have the capacity of handling around 9000 MT of MSW on successful operation of all plants. The performance of all the plants has been remarkably good with plant stabilization, improved efficiency and high PLF since start of its operations.

Jindal Rail Infrastructure Limited ("JRIL"): Railway Industry offers significant long-term growth opportunities. Demand for freight wagons both from Indian Railways and Private Sector clients is increasing driven by robust growth in Railway sector. Jindal Rail will benefit from favorable outlook of wagon industry as growing demand for wagons will increase companys capacity utilization, support its operating profitability, and enhance its competitive positioning.

JRIL has achieved a total turnover of Rs.257.78 crores during the year. JRIL manufactured 790 wagons comprising of BFNV, BOXNHL, BCFCM, BVCM and Gondola types of wagons. JRIL exported 13 wagons during the year.

The Company has strong pipeline of wagon orders from the Private Sector customers which provides clear revenue visibility for FY 2023 and beyond. JRIL has gained extensive experience in manufacturing almost all major types of freight wagons over last decade and is well positioned to leverage its established position in wagon manufacturing industry and capture significant share of this growing market.

The Company is focused on innovation in design and development of new design wagons - BFNV type wagon which was jointly developed by Ministry of Railways Research Designs & Standards Organization (RDSO) and Jindal Rail has been successfully inducted into service over IR network. Development of more such new design wagons is under discussions with several clients.

3. Company Response to COVID-19

The COVID-19 pandemic has emerged as a global challenge, creating disruption across the world. Global solutions are needed to overcome the challenges. The physical and emotional wellbeing of employees and stakeholders continues to be the top priority for the Company, with several initiatives to support the society during the pandemic. During this ongoing pandemic, we followed all the guidelines Issued in this regard by the respective States and the Central Government with regard to the operations and safety of people. The strict standard of physical distancing and hygiene were enforced.

4. DIVIDEND

To cater to the working capital requirement, the Board of Directors express that the profits of the company be retained and therefore, do not recommend any dividend for the Financial Year 2021-22.

5. CHANGES IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business of your Company during the year under review.

6. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the company between the end of the year and date of this report.

7. TRANSFER TO RESERVES

No amount has been transferred to the General Reserve during the year under review.

8. SHARE CAPITAL

The paid-up Equity Share Capital as at March, 31,2022 stood at Rs. 514.07 lacs. During the year under review, the Company has not issued any: a) shares with differential voting rights; b) sweat equity shares; c) equity shares under Employees Stock Option Scheme.

9. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - 1 to this Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forming part of this report, has been attached to this Report.

11. FINANCIAL STATEMENTS

The Audited Financial Statements of the Company, which form a part of this Annual Report, have been prepared pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in accordance with the provisions of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Audited annual consolidated financial statements forming part of the Annual Report have been prepared in accordance with Companies Act, 2013, Indian Accounting Standards (Ind AS) 110 - Consolidated Financial Statements and Indian Accounting Standards (Ind AS) 28 - Investments in Associates and Joint Ventures and all other Ind AS provisions as may be applicable, notified under Section 133 of Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and as amended from time to time.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has the following subsidiaries:

Direct Subsidiary

1. JITF Urban Infrastructure Services Limited Indirect Subsidiary

1. Jindal Rail Infrastructure Limited

2. JWIL Infra Limited

3. JITF Urban Infrastructure Limited

4. JITF Water Infra (Naya Raipur) Limited

5. JITF ESIPL CETP (Sitarganj) Limited

6. JITF Industrial Infrastructure Development Company Limited

7. Timarpur-Okhla Waste Management Company Limited

8. JITF Urban Waste Management (Jalandhar) Limited

9. JITF Urban Waste Management (Bathinda) Limited

10. JITF Urban Waste Management (Ferozepur) Limited

11. Jindal Urban Waste Management (Tirupati) Limited

12. Jindal Urban Waste Management (Guntur) Limited

13. Jindal Urban Waste Management (Visakhapatnam) Limited

14. Jindal Urban Waste Management (Jaipur) Limited

15. Jindal Urban Waste Management (Jodhpur) Limited

16. Jindal Urban Waste Management (Ahmedabad) Limited

17. Tehkhand Waste to Electricity Project Limited Joint Ventures of Indirect subsidiary

1. JWIL-SSIL (JV)

2. SMC-JWIL(JV)

3. JWIL-Ranhill (JV)

4. TAPI-JWIL (JV)

5. MEIL JWIL (JV)

6. JWIL SPML (JV)

7. OMIL-JWIL -VKMCPL(JV)

8. KNK-JWIL(JV)

9. SPML-JWIL (JV)

13. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the Financial Year, the Board of Directors reviewed the affairs of the subsidiary companies.

Pursuant to provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient features of the Financial Statements of the Companys subsidiaries in Form AOC-1 is attached as Annexure-2 to the this report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the standalone Financial Statements of the company, the Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the company i.e. www.jindalinfralogistics.com.

The annual accounts of these subsidiaries and the related information will be made available to any member of the Company / its subsidiaries seeking such information and are available for inspection by any member of the Company / its subsidiaries at the Registered Office of the Company. The annual accounts of the said subsidiaries will also be available for inspection at the Corporate Office/ Registered office of the respective subsidiary companies and is also available on our website www.jindalinfralogistics.com. These documents will also be available for inspection during business hours at our registered office.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with Regulation 16 (c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, can be accessed on the Companys website at http://www.jindalinfralogistics.com/policypdf/ POLICY-FOR DETERMINING-MATERIAL -SUBSIDIARIES.pdf.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed by the Board of Directors: -

a. that in the preparation of the annual accounts for the financial year ended 31st March, 2022, the Indian Accounting Standards (IND AS) had been followed along with proper explanation relating to material departures;

b. that they had 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 at the end of the financial year and of the profit of the Company for the year ended on that period;

c. that they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they had prepared the accounts for the financial year ended 31st March, 2022 on a going concern basis;

e. that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. SECRETARIAL STANDARDS

The Directors state that 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 followed by the Company.

16. CORPORATE SOCIAL RESPONSIBILITY

During the Financial year under review, the Company doesnt fulfill the criteria covered under Section 135 of the Companies Act, 2013. Therefore, the provision related to Corporate Social Responsibility is not applicable to the Company.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declaration of Independence from all Independent Directors as stipulated under Section 149 (7) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of Independence.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31.03.2022, Composition of the Board was as follows:

DIN No

Name of Director

Position of Directorship

01776688

Mr. Neeraj Kumar

Non-Executive Director

01431428

Mr. Amarendra Kumar Sinha

Whole- time Director

00005349

Dr. Raj Kamal Aggarwal

Independent Director

05112440

Mr. Girish Sharma

Independent Director

00131460

Mr. Dhananjaya Pati Tripathi

Independent Director

07586927

Ms. Veni Verma

Non-Executive Director

In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have enrolled themselves on the Independent Directors Databank and will undergo the online proficiency self-assessment test within the specified timeline unless exempted under the aforesaid Rules.

As per section 134(3)(q) of the Companies Act, 2013 read with rule 8(5) of the Companies (Accounts) Rules 2014, details of Directors or Key Managerial Personnel who were re-appointed during the years are given below:-

Dr. Raj Kamal Aggarwal (Din- 00005349) has been ReAppointed as an Independent Director of the Company for a second term of five consecutive years commencing from 5th September, 2021 upto 4th September, 2026 and same was approved by the members at previous Annual General Meeting held on 29.09.2021.

Mr. Girish Sharma (Din- 05112440) has been Re- Appointed as an Independent Director of the Company for a second term of five consecutive years commencing from 5th September, 2021 upto 4th September, 2026 and same was approved by the members at previous Annual General Meeting held on 29.09.2021.

Mr. Dhananjaya Pati Tripathi (Din- 00131460) has been Re- Appointed as an Independent Director of the Company notwithstanding his age above 75 Years on the date of ReAppointment for a second term of five consecutive years commencing from 5th September, 2021 upto 4th September, 2026 and same was approved by the members at previous Annual General Meeting held on 29.09.2021.

There were no changes in the Board of Directors and Key Managerial Personnel of the Company, during the year under review.

The Board based on recommendation of nomination and remuneration committee place before the Annual General Meeting to appointment of Mr. Arun Kumar Khosla as NonExecutive Director and Ms. Kanika Sharma as Non- Executive Women Director at ensuing 15th Annual General Meeting.

Appropriate resolutions for the appointment are being placed for your approval at the ensuing AGM.

The brief resume of the Directors and other related information has been detailed in the Notice convening the 15th AGM of your Company.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Committee selects the candidate to be appointed as the Director on the basis of the needs and enhancing the competencies of the Board of the Company.

The current policy is meant to have a balance of executive and non-executive Independent Directors to maintain the independence of the Board and separates its functions of governance and management.

The composition of Board of Directors during the Financial Year ended March 31,2022 are in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act, 2013.

The policy of the Company on directors appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 and the remuneration paid to the directors is governed by the Nomination and Remuneration Policy of the Company.

19. DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the employee of your Company, who were employed throughout the Financial Year, were in receipt of remuneration in aggregate of Rs.1,02,00,000 (Rupees One Crore Two Lakh) or more or if employed for the part of the financial year was in receipt of remuneration of Rs. 8,50,000 (Rupees Eight Lakh Fifty Thousand) or more per month.

20. DISCLOSURE UNDER SECTION 197 (14) OF THE COMPANIES ACT, 2013

Neither the Executive Director nor the Chairman of the Company received any remuneration or commission from its Holding or Subsidiary Company during the Financial Year.

21. FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance of the Board, its Committees and of individual Directors which includes criteria for performance evaluation of non-executive directors and executive directors under section 178 (1) of the Companies Act, 2013. This may be accessed at the link http://www.jindalinfralogistics.com/policypdf/Performance- Evaluation.pdf.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of same have been given in the report on corporate governance annexed hereto.

The details of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates and related matters have been uploaded on the website of the Company at the link http:// www.jindalinfralogistics.com/policypdf/Familiarization- Programme-of-Independent-Directors.pdf.

22. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement set out by SEBI. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Auditors of the company confirming compliance with the conditions of Corporate Governance is attached to this report on Corporate Governance.

23. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis.

During the Financial Year, the Company had entered into material contract / arrangement / transaction with subsidiary of the Company. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link:http://www.jindalinfralogistics.com/ policypdf/POLICY%20ON%20RELATED%20PARTY%20 TRANSACTIONS.pdf.

The details of the transactions with related parties are provided in the notes to accompanying standalone financial statements.

24. RISK MANAGEMENT POLICY

The Companys robust risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders interest, to achieve its business objectives and enable sustainable growth. The risk frame work is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.

25. AUDITORS & THEIR REPORT

(A) STATUTORY AUDITORS

M/s Lodha & Co, Chartered Accountants, (ICAI Firm Registration No. 301051E), Chartered Accountants, was appointed as Auditor till conclusion of 15th Annual General Meeting from Annual General Meeting held on 25.09.2017. The consent of M/s Lodha & Co, Chartered Accountants along with certificate under Section 139 of the Companies Act, 2013 has been obtained to the effect that their re-appointment, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company. The board accordingly on recommendation of Audit Committee, place before you for approval of Re-appointment of M/s Lodha & Co, Chartered Accountants, for term of five years from conclusion of ensuing AGM till conclusion of 20th AGM. Auditors remarks in their report read with the notes to accounts referred to by them are self-explanatory. There has been no fraud reported by the Statutory Auditors of the Company.

(B) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s Pankaj Kantha & Co., Practicing Company Secretaries, to conduct Secretarial Audit of the Company for the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year ended 31st March, 2022 is annexed herewith marked as Annexure - 3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company is in compliance with Regulation 24A of the Listing Regulations. The Companys material subsidiaries undergo Secretarial Audit. Copy of Secretarial Audit Reports of Material Subsidiaries ie, JITF Urban Infrastructure Services Limited (JUISL), Jindal Rail Infrastructure Limited (JRIL), JWIL Infra Limited (JWIL) and Timarpur- Okhla Waste Management Company Limited (TOWMCL) forms part of this report. The Secretarial Audit Report of these material subsidiaries does not contain any qualification, reservation, adverse remark or disclaimer.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

i. Auditors Report

There have been no fraud, qualification, reservation or adverse remark reported by the Statutory Auditors of the Company.

ii. Secretarial Auditors Report

There are no qualification, reservation or adverse remark reported by the Secretarial Auditors in their report.

26. MAINTENANCE OF COST ACCOUNTS AS PER SECTION 148 (1) OF THE COMPANIES ACT, 2013 READ WITH RULE COMPANIES (COST RECORD AND AUDIT), 2018.

Your Company doesnt fall under the criteria as specified under Section 148 (1) of the Companies act, 2013 read with Rule Companies (Cost Record and Audit), 2018 for maintenance of Cost accounts. Therefore, the Company is not required to maintain the cost records in respect of its product/ services.

27. INTERNAL CONTROL AND INTERNAL AUDIT SYSTEM

Your company has put in place strong internal control systems in line with globally accepted practices. The processes adopted by the Company are best in class and commensurate with the size and nature of operations. All major business activities have been well defined and mapped into the ERP system and the controls are continuously reviewed and strengthened as per the business need.

The Company has adopted risk based framework which is intended for proper mitigation of risks. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis.

The Company has employed experienced professionals to carry out the internal audits to review the adequacy and compliance to the laid down procedures to manage key risks.

The Audit Committee of the Board regularly reviews the adequacy & effectiveness of internal audit environment and implementation of internal audit recommendations including those relating to strengthening of Companys risk management policies & systems.

Your Companys philosophy is of zero tolerance towards all applicable legal non-compliances.

28. DISCLOSURES

MEETINGS OF THE BOARD

During the Financial Year under review, the Board of Directors met Four (4) times:

Meeting

Meeting Dates

Board Meetings 25.06.2021
13.08.2021
12.11.2021
14.02.2022

The composition of Board of Directors during the year ended March 31, 2022 is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the7 Companies Act, 2013. For further details, please refer report on Corporate Governance Report attached with this annual report.

AUDIT COMMITTEE

As on 31.03.2022, the Audit Committee comprises of Directors namely, Mr. Dhananjaya Pati Tripathi (Chairman), Mr. Girish Sharma, Dr. Raj Kamal Aggarwal and Mr. Amarendra Kumar Sinha, as other members.

The Chairman of the Committee is an Independent Director; The Members possess adequate knowledge of Accounts, Audit, and Finance etc. The composition of the Audit Committee is in conformity with the requirements as per the Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Four Audit Committee Meetings were held during the year. The particulars of the Meeting held are detailed in the Corporate Governance Report, which forms part of this Report.

During the Financial Year all the recommendations made by the Audit Committee were accepted by the Board.

INDEPENDENT DIRECTOR MEETING

During the year under review, the Independent Directors of Company met once during the year.

For further details, please refer report on Corporate Governance attached with this annual report.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises of Directors namely, Mr. Dhananjaya Pati Tripathi (Chairman), Ms. Veni Verma, Dr. Raj Kamal Aggarwal, as other members.

The Chairman of the Committee is an Independent Director. The composition of the Nomination & Remuneration Committee is in conformity with the requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations.

During the Financial Year ended 31st March, 2022, the committee met 1 (one) time. For further details, please refer report on Corporate Governance attached with this annual report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder & Relationship Committee comprises of Directors namely, Ms. Veni Verma (Chairman), Mr. Dhananjaya Pati Tripathi, Mr. Amarendra Kumar Sinha, as other members.

The Chairman of the Committee is a Non- executive Director. The composition of the Stakeholder & Relationship Committee is in conformity with the requirements of Section 178 of the Companies Act, 2013 and SEBI Listing Regulations.

During the Financial Year under review the Stakeholder Relationship Committee met One (1) time.

For further details, please refer report on Corporate Governance attached with this annual report.

29. VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Compliance Officer or Executive Director or to the Chairman of the Audit Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: http:// www.jindalinfralogistics.com/policypdf/POLICY-VIGIL%20 MECHANISM.pdf.

30. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Notes to the standalone financial statement).

31. PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.

As your Company is not engaged in any manufacturing activity, the particulars relating to conservation of energy and technology absorption, as mentioned in the Companies (Accounts) Rules, 2014, are not applicable to it. However, emphasis is placed on employing techniques that result in the conservation of energy. There were no foreign exchange earnings and expenditure of your Company during the Financial Year.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The details of employee whose particulars are required to be furnished under Section 197 (12) of the Companies Act, 2013 read with Rules 5 (1), 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided at Annexure - 4.

33. PUBLIC DEPOSITS

During the Financial Year ended March 31,2022, the Company has not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on 31 st March, 2022.

34. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the Financial Year, there are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and companys operations in future.

Further, during the year under review, no applications were made or no proceedings were pending as at the end of the year under the Insolvency and Bankruptcy Code, 2016.

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

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and the Company has complied with provision related to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaint of harassment was received during the Financial Year.

36. ACKNOWLEDGEMENT

Your Directors express their grateful appreciation to concerned Departments of Central / State Governments, Financial Institutions & Bankers, Customers and Vendors for their continued assistance and co-operation. The Directors also wish to place on record their deep sense of appreciation for the committed services of the employees at all levels. We are also grateful for the confidence and faith that you have reposed in the Company as its member.

For and on behalf of the Board of Directors
Place : New Delhi Dr. Raj Kamal Aggarwal
Dated : 10th August 2022 Chairman