JITF Infra Logistics Ltd Directors Report.

To

The Members,

The Board of Directors are pleased to present the 12th Annual Report along with the Audited Financial Statements (standalone and consolidated) of the Company for the financial year ended 31st March, 2019.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended March 31,2019 is summarized below:

(र lacs)
Particulars Year Ended 31st March, 2019 Year Ended 31st March, 2018
Revenue from operations - -
Other Income 265.16 240.98
Profit/ Loss before finance cost, depreciation, exceptional items and tax
Less:
Finance cost 21.89 23.29
Depreciation and amortization expense 0.26 0.11
Profit/ Loss before tax 23.14 19.38
Tax expense 5.21 0.22
Profit/ Loss after tax 17.93 19.16
Other Comprehensive Income Items that
will not be reclassified to profit and loss 1.32 8.11
Total Comprehensive Income for the year 19.25 27.27

2. REVIEW OF OPERATIONS

During the year, Company achieved Gross Income of र 265.16 lacs against र 240.98 lacs achieved during the previous year. The net profit for the year declined to र 19.25 lacs as compared to र 27.27 lacs in the previous year. As at 31st March 2019, the Net worth of the Company Increased to र 31,951.73 lacs from र 31,932.48 lacs as at 31st March 2018.

Your Companys step-down subsidiary JWIL Infra Limited (JWIL), carrying on the business of Water Infrastructure has continued to execute the projects in hand. During the year 2018-19, these projects relate to water sector involving intake well, water treatment plant, overhead tanks, distribution network, house-hold connections, raw water supply to power plants and effluent treatment plants.

During the year, 6 nos. of projects were completed and their Operation & Maintenance (O&M) has been started. We expect another eight projects to go into O&M phase during the current year. The Company continued to focus on execution of projects in hand rather than aggressively pursuing for more orders.

Continuation of this approach was considered necessary to consolidate the existing operations and also further develop the in-house capabilities of project execution.

The Company continue to operate jointly with Eldeco Sidcul Industrial Park Limited, the 4 MLD Common Effluent Treatment Plant at Sitarganj, Uttarakhand through JITF ESIPL CETP (Sitarganj) Limited.

During the year, company bagged three new water supply projects worth more than Rs.1600 crores in the state of Rajasthan, Jharkhand and M.P.

Your Companys other step-down subsidiary JITF Urban Infrastructure Ltd. ("JUIL"), produces power from waste and is also engaged in waste management business. JUIL has robust footing in Indian Waste to Energy (WTE) and Waste Management Space with more than 7 years of experience. JUIL operates largest WTE Plant in Delhi since last 6 years with plant capacity of 16 MW wherein the company is processing 1950 TPD of municipal solid waste. This plant has successfully processed 6,50780 MT of municipal solid waste of Delhi meeting all pollution norms.

During the FY 2018-19, the plant has generated 163.15 million units and exported 138.30 million unit energy to the grid. Performance of the plant for the past six years of operations has been mark of stabilization and improved efficiency. JUIL also have around 90+ MW of WTE projects which are in various stages of construction and planning.

JUILs all projects are eligible for Renewable Certificate Mechanism (REC) and Clean Development Mechanism (CDM) benefits. JUIL meets all the environmental norms as desired by Indian Government for operating WTE Projects. The company is fully aligned with the goal of GOI "National Cleanliness Mission".

During the current year, apart from completing the ongoing projects, the company intends to focus on getting new orders for further growth of the Company.

During the financial year 2018-19, JindalRail Infrastructure Limited (JRIL) achieved the highest ever annual turnover on account of pickup in demand of rolling freight stock from Indian Railways and private sector. With the company winning new orders, its order book has steadily risen. At present, orders for more than 600 wagons are under various stages of execution.

The companys focus to create product differentiation through innovation received a major boost with the signing of a first-time-ever Memorandum of Understanding (MOU) with Research Design and Standards Organization (RDSO) for joint development of detailed design for Steel Coil carrying wagons similar to International standard for easier and faster loading/unloading under Private Wagon Design Approval (PWDA) policy. A similar proposal for joint collaboration with RDSO to design Spine Car wagons for ISO/ Draft/ customized containers is also under discussions. These new designs with attractive features will bring substantial cost savings to Train Operators.

Business performance of company is expected to remain buoyant in medium term. The company intends to maintain a healthy order book with Greater Private Sector Investments coming into the Railway Sector.

3. DIVIDEND

To cater 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 2018-19.

4. 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 financial year and date of this report. There has been no change in the nature of business of the company.

5. TRANSFER TO RESERVES

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

6. SHARE CAPITAL

The paid-up Equity Share Capital as at March, 31, 2019 stood at र 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.

7. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure - 2 to this Report.

8. 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 given under separate section in the Annual Report.

9. 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.

10. 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. JindalUrban Waste Management (Visakhapatnam) Limited

14. JindalUrban Waste Management (Jaipur) Limited

15. Jindal Urban Waste Management (Jodhpur) Limited

16. JindalUrban Waste Management (Ahmedabad) Limited

17. Tehkhand Waste to Electricity Project Limited

Joint Ventures

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. JMC-JWIL (JV)

11. PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the 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 to the Financial Statements of the Company.

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.

12. 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, 2019, 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, 2019 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.

13. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards. i.e. SS -1, SS - 2, SS - 4 and SS - 4 relating to "Meetings of the Board of Directors" and "General Meetings" respectively, have been duly followed by the Company.

14. 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.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Veni Verma, Non - Executive Director (DIN : 07586927) of the company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Board of Directors on the recommendation of the Nomination and remuneration Committee has recommended her re-appointment.

The brief details relating to Ms. Veni Verma is furnished in the explanatory statement to the notice of the ensuing AGM under the head "Directors Seeking Appointment / Re-appointment at this Annual General Meeting".

As on 31.03.2019 , Composition of the Board was as follows:

DIN No Name of Director Position of Directorship
08190565 Mr. Amarendra Kumar Sinha Whole- time Director
01776688 Mr. Neeraj Kumar Non-Executive 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

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 year ended March 31, 2019 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.

16. 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.jindalinfralogisti cs.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-Dire ctors.pdf.

17. 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 integralpart 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.

18. 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 year, the Company had entered into materialcontract / 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.jindal infralogistics.com/policypdf/POLICY%20ON%20R ELATED%20PARTY%20TRANSACTIONS.pdf.

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

19. 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.

20. AUDITORS & THEIR REPORT

(A) STATUTORY AUDITORS

The members of the Company had appointed M/S Lodha & Co, Chartered Accountant, (ICAI Firm Registration No. 301051E) as Statutory Auditor of the Company for a term of Five Consecutive year from Conclusion of 10th Annual General Meeting until the Conclusion of the 15th AnnualGeneralMeeting. The M/S Lodha & co, Chartered Accountant have confirmed that they are not disqualified from continuing as the Auditor of the company. Auditor remarks in their report with the notes to accounts referred by them are Self-Explanatory. There have no fraud reported by the Statutory Auditor 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 ManagerialPersonnel) Rules, 2014 the Board had appointed M/s Pankaj Kantha & Co., Practising Company Secretaries, to conduct Secretarial Audit of the Company for the FinancialYear 2018-19. The Secretarial Audit Report for the financial year ended 31st March, 2019 is annexed herewith marked as Annexure - 1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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.

21. 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 SAP 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.

22. DISCLOSURES MEETING OF THE BOARD

During the year under review the Board of Directors met Five (5) times:

Meeting Meeting Dates
Board Meetings 25.05.2018
03.08.2018
02.11.2018
31.01.2019
30.03.2019

The composition of Board of Directors during the year ended March 31,2019 is in conformity with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 149 of the Companies Act, 2013. For further details, please refer report on Corporate Governance Report attached with this annual report.

AUDIT COMMITTEE

As on 31.03.2019, the Audit Committee comprises of Directors namely, Mr. Dhananjaya PatiTripathi (Chairman), Mr. Girish Sharma, Dr. Raj Kamal Aggarwal and Mr. Amarendra Kumar Sinha, as other members.

Pursuant to the resignation of Mr. Rakesh Kumar Grover on 03.08.2018, the Audit Committee has been reconstituted with the aforesaid 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 year all the recommendations made by the Audit Committee were accepted by the Board.

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 year ended 31st March, 2019, the committee met 2 (two) times on 25th May, 2018 & 03th August, 2018. For further details, please refer report on Corporate Governance Report attached with this annual report.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder & Relationship Committee comprises of Directors namely, Ms. VeniVerma (Chairman), Mr. Dhananjaya PatiTripathi, Mr. Amarendra Kumar Sinha, as other members.

Pursuant to the resignation of Mr. Rakesh Kumar Grover on 03.08.2018, the Stakeholder & Relationship Committee has been reconstituted with the aforesaid 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 year under review the Stakeholder Relationship Committee met 2 (Two) times.

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

23. 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 Managing 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.jindalinfra logistics.com/policypdf/POLICY-VIGIL%20MECHA NISM.pdf.

24. 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).

25. 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.

26. 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 - 3.

27. PUBLIC DEPOSITS

During the year ended March 31, 2019, the Company has not accepted any public deposits and no amount on account of principal or interest on public deposits was outstanding as on 31st March, 2019.

28. 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.

29. 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 has formed a Committee for implementation of said policy. No complaint of harassment was received during the year.

30. 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
Place : New Delhi Raj Kamal Aggarwal
Dated : 6th August, 2019 Chairman