jtl infra ltd Directors report

Dear Shareholder,

Your Directors take pleasure in presenting the 32nd Annual Report on the business and operations of JTL Industries Limited (Formerly known as JTL Infra Limited) (‘JTL or Company), along with the summary of the standalone financial

A brief summary of the Companys standalone and consolidated performance during the year ended March 31, 2023 is given below.

FINANCIAL RESULTS:

The key highlights of Audited Standalone Financial statementsfortheyearendedMarch31,2023. Performance for the financial the Company are as follows:

Description	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	1,54,840.26	1,35,531.74	1,54,991.88	1,35,531.74
Other Income	493.75	379.02	493.75	379.02
Total Revenue	1,55,334.01	1,35,910.76	1,55,485.63	1,35,910.76
Total Expenses	1,42,964.69	1,27,676.74	1,43,115.81	1,27,676.74
EBITDA	13,429.73	9,320.93	13,430.25	9,320.93
Finance Cost	(634.91)	(771.85)	(634.93)	(771.85)
Depreciation and Amortization	(425.50)	(315.06)	(425.50)	(315.06)
Exceptional Items	(108.21)	0	(108.21)	0
Profit Before Tax	12,261.11	8,234.02	12,261.61	8,234.02
Profit AfterTax	9,012.40	6,106.27	9,012.78	6,106.27
Other Comprehensive Income	300.30	44.31	300.30	44.31
Total Comprehensive Income for the year	9,312.70	6,150.58	9,313.08	6,150.58
Earnings Per Equity Share of Rs. 2/- each
Basic	10.69	8.45	10.69	8.45
Diluted	9.28	7.63	9.28	7.63

During the Financial Year ended March 31, 2023, Honble NCLT Bench, Chandigarh, had sanctioned the scheme of

Amalgamation of Chetan Industries Limited(Transferor Company) with JTL Industries Limited(Transferee

Company). The said Scheme became effective w.e.f. March 31, 2023. The Appointed Date in respect of the said Merger is April 01, 2021. The Financial Statements of the Company include the effect/impact of merger of Chetan Industries Limited with JTL Industries Limited in accordance with applicable IND-AS. The standalone & consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS).

OPERATIONAL PERFORMANCE HIGHLIGHTS

During FY 2022-23, your Company recorded highest-ever revenues and profits in income of your Company increased to Rs. 1,55,334.01 Lacs as compared to Rs. 1,35,910.76 Lacs in the previous year registering growth of 14%. The Standalone profit after tax for the year 2022-23 increased to Rs. 9,012.40 Lacs as compared to Rs. 6,106.27 Lacs in the previous financial year registering an increase of around 47.60% . EBITDA for the year 2022-23 increased to Rs. 13,429.73 Lacs as compared to Rs. 9,320.93 Lacs in the previous financial growth of around 44.08%.

During the year 2022-23, the performance of the Company remained immune from the impact or post impact of the

Covid-19.The Company has seen a robust growth across all our financial parameters including Revenue, EBITDA and The Company delivered increased revenues and profitability on back of operational efficiencies, better product historyof32years. The Standalone control measures.

EXPANSIONS AND PRODUCT EXTENSION

The Governments economic stimulus on the infra sector and estimates given by economists that India reigns as the worlds fastest economy over the next few years.

To cater anticipated demands from the industries, the

Company had ramped up capacity by 1 Lac MTPA at Mangaon Plant (Maharashtra) in the previous financial year. The present capacity of the said plant is 2,00,000 MTPA. Presence near port helps in boosting export sales. Presently, the total capacity of Mandi Gobindgarh Plant is 2,00,000 MTPA. Out of which, 1,00,000 MTPA is the expanded capacity of which 86,000 MTPA was commenced in F.Y.2022-23 and another 14,000 MT is expected to be commercialised by the end of first quarter of F.Y. 2023-24. Gholu Mazra (Dera Bassi)(Near Chandigarh) unit has a capacity of 1,00,000 MTPA. Pursuant to the completion of Merger of Chetan Industries Limited, with the Company, the

Company now owns the unit of said Company at Raipur

(Chhattisgarh), which has a Capacity of 1,00,000 MTPA. Thus, the merger has provided JTL with a Manufacturing capacity of 1,00,000 MTPA, out of which 50% is dedicated towards producing value-added products. The strategic location of the new plant has offered an advantage of backward integration to JTL ensuing cost synergies, and greater proximity to raw materials facilitating JTL to procure raw materials at competitive prices.

With the expansion at Mangaon Plant, the Company can now produce pipes and hollow section of higher thickness. This has given company an edge to enter into new market segments. The Company can now penetrate for the supply of its products to infra companies those are into PEB, Green Houses, and other similar products applications. As of date the Company has four plants/units with Dera Bassi Plant having a total capacity of 1,00,000 MTPA, Mangaon 2,00,000 MTPA, Mandi Gobindgarh, 1,86,000 MTPA (further 14,000 MTPA capacity will be commenced by the end of FY 2023-24) and Raipur 1,00,000 MTPA all totalling 5,86,000 MTPA. All plants of the Company are capable of producing value-added products. JTL will add a total of 4 Lacs MTPA capacity in next two years out of which 50% of the capacity will be equipped with DFT which will facilitate the Company produce various sizes of hollow section without roll change, increasing efficiency and capacity utilisation and also add additional SKUs.

The Company is planning to expand its manufacturing capacity to 1 Million by the end of FY 2024-25 and is confident to reach the target within the planned time frame.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiary (WOS) for the year 2022-23 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations, as well as in accordance with the Indian

Accounting Standards notified under the Companies Act ,2013

CHANGE OF NAME OF THE COMPANY

The Shareholders of the Company had in 31st AGM of the Company held on September 30, 2022, approved the change of name of the Company from JTL Infra Limited to JTL

Industries Limited. The Company had applied for change of name and accordingly during the Financial Year 2022-23, the name of the Company was changed from JTL Infra Limited to JTL Industries Limited pursuant to fresh Certificate of Incorporation pursuant to change of name granted by

Registrar of Companies on October10, 2022 and pursuant to approval of the BSE Limited and Metropolitan Stock Exchange of India Limited to the same.

MERGER OF CHETAN INDUSTRIES LIMITED WITH JTL INDUSTRIES LIMITED

The Board of Directors of your Company, at its meeting held on August 18, 2021, has considered and approved the Scheme of Merger of Chetan Industries Limited with the Company under Sections 230 to 232 and other applicable provisions of the Act ("Merger Scheme"). The Scheme was filed with in principle approval with BSE Limited Metropolitan Stock Exchange of India (MSEI) where the securities of the Companies are listed who had issued "no adverse observation letter" dated July 07, 2022 and July 08, 2022 respectively. Post stock exchanges approval, Company had filed application for approval of merger under Section 230 - 232 of the Companies Act, 2013 Read along with Rule 3 and 5 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 before the Honble National Company Law Tribunal Bench at Chandigarh. Post approvals to the Scheme of amalgamation by Shareholders, creditors and other requisite authorities and post completion of all legal and regulatory procedures and formalities, the Honble NCLT had vide its order dated March 30, 2023 , sanctioned the Scheme of Amalgamation of Chetan Industries Limited with the Company. The said Scheme became effective from March 31, 2023 post completion of requisite procedures. The Appointed Date for said Scheme was April 01, 2021. The

Financial statements of the Company include the effect/ impact of merger of Chetan Industries Limited with JTL

Industries Limited in accordance with applicable IND-AS.

The Company had, in accordance with the sanctioned

Scheme, allotted 1,88,04,942 Equity shares of face value of RS. 2/- to the Shareholders of Transferor Company viz.

Chetan Industries Limited as a consideration of merger in the approved share exchange ratio and the said shares were duly got listed at BSE and MSEI.

The merger is expected to result in, operational and administrative efficiencies, optimum utilisation of infrastructure facilities and available resources, reduction in costs by focused operational efforts, rationalisation, standardisation, simplification of busin ess processes and elimination of duplication.

DISCLOSURE UNDER REGULATION 32 (7A) OF SEBI (LODR) REGULATIONS 2018

Out of warrants allotted by the Board of the Directors of the Company on March 17, 2021, the Board, during the financial year 2022-23, allotted 13,50,000 equity shares of Rs. 2/- at a price of Rs. 36/- per share (subdivided) each upon conversion of warrants and sub-division of shares on May 05, 2022 to two person belonging to Non-Promoter, Public Category. Further, the Board of Directors in its Meeting held on September 13, 2022, had allotted 50,00,000 fully paid up equity shares of Rs. 2/- each at a price of Rs. 36/- (i.e. at a premium of Rs. 34/-per equity share (sub-divided from Rs. 10/- to Rs. 2/- ) against the conversion of fully convertible warrants, which were earlier issued on preferential basis to non promoters, public category. Thus , the total allotment was to 4 persons, upon conversion of warrants into equity shares, for a total of 63,50,000 shares of face value of Rs. 2/- each (Sub-divided) at a price of Rs. 36/- each. The funds raised from the conversion of warrants into equity shares were fully utilised for working capital, expansion of business and for general corporate and for the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of Postal Ballot.

During the financial year 2022-23, the Company came up with another preferential issue of 1,28,08,350 fully convertible warrants allotted at a price of Rs. 300/- per warrant aggregating to Rs. 384.25 Crores. The Company had received Rs.96.06 Cr. being 25% of the consolidation payable on allotment of said warrants during the year

2022-23. Care Ratings Limited was appointed as Monitoring

Agency to monitor the utilisation of the funds raised through preferential issue, in accordance with the provisions of Regulation 162A of the SEBI ICDR Regulations The funds so raised on allotment of convertible warrants were fully utilised for Modernisation, acquisitions and Expansion of Manufacturing Units, Working Capital Requirements ,

General Corporate Purposes and meeting issue related expenses thus for the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of

Extra Ordinary General Meeting dated January 20, 2023 and there had been no deviation or variation in the use of the proceeds/ funds so raised.

CHANGES IN CAPITAL STRUCTURE

During the financial year 2022-23, the Company has allotted 63,50,000 Equity shares of face value of Rs. 2/- each on account of conversion of warrants allotted on preferential basis , into Equity shares of the Company. Further, on March 31, 2023, the Company had allotted 1,88,04,942 Equity shares of face value of RS. 2/- to the Shareholders of Transferor Company viz. Chetan Industries Limited as a consideration of Merger in accordance with the Scheme of Amalgamation duly sanctioned by Honble NCLT, Chandigarh. As a result, the paid up share capital of the Company rose from Rs. 11,83,74,300/- divided into 5,91,87,150 equity shares of Face value of Rs. 2/- each at the end of previous financial year to Rs. 16,86,84,184 divided into 8,43,42,092 Equity shares of face value of Rs. 2/- each as at the end of FY 2022-23. Apart from above, there was no change in the Share Capital during the year under review. The Company has neither issued any shares with differential voting rights or granted stock options or issued sweat equity or purchased its own shares nor the Company has made any Public/ Rights/

Bonus/Buy back of Equity Shares of the Company.

ISSUED, PAID UP SUBSCRIBED &SHARE CAPITAL

During the financial year 2022-23, the Company has allotted 63,50,000 Equity shares of face value of Rs. 2/- each on account of conversion of warrants allotted on preferential basis , into Equity shares of the Company. Further, on March 31, 2023, the Company had allotted 1,88,04,942 Equity shares of face value of RS. 2/- to the Shareholders of Transferor Company viz. Chetan Industries Limited as a consideration of Merger in accordance with the Scheme of Amalgamation duly sanctioned by Honble NCLT, Chandigarh.

As a result, the paid up share capital of the Company rose from Rs. 11,83,74,300/- divided into 5,91,87,150 equity shares of Face value of Rs. 2/- each at the end of previous financial year to Rs. 16,86,84,184/ divided into 8,43,42,092 Equity shares of face value of Rs. 2/- each as at the end of FY 2022-23. The shares so allotted on conversion of warrants and on allotment on merger have been duly listed at stock exchanges.

CAPITAL STRUCTURE OF WHOLLY OWNED SUBSIDIARY (WOS)

The Authorised Capital & Paid Up Capital of the JTL Tubes Limited, Wholly Owned Subsidiary Company (WOS) is Rs. 5,00,000/- divided into to 50,000 shares of Rs. 10/- each.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI ("Listing Obligations and Disclosure Requirements) Regulations 2015 and applicable provisions of the Companies Act, 2013 read with the Rules issued there under, the Consolidated Financial Statements of the Company for the Financial year 2022-23 have been prepared in compliance with the applicable Accounting Standards, Ind- AS and on the basis of Audited Financial

Statements of the Company and its Subsidiary as approved by the respective Board of Directors. The Consolidated

Financial Statements together with Auditors Report from part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors including financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2022-23. Accordingly, pursuant to Section 134

(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm: a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same; b) that we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that c) that proper and sufficient care has been taken 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 the annual accounts for the financial year ended March 31, 2023 have prepared on a going concern basis; e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively; and f) that proper internal financial controls were laid down and that such internal financial controls are adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your

Companys performance, industry trends, business and risks involved is provided separately. Management Discussion and Analysis Report as given in the Annual Report forms part of this Report.

DIVIDEND

During the Year under review, the turnover and profitability theof the Company has grown Companys financial position, the Board of Directors, at its of key responsibilities, meeting held on 26th day of April, 2023 had recommended a final dividend @10% i. value of Rs. 2/- each for the Financial Year 2022-23.

Subject to the provisions of Companies Act, 2013, dividend as recommended by the Board of Directors, if declared at the Meeting, will be paid within 30 days of the declaration of same.

BONUS ISSUE

The Board of Directors of the Company, in its Meeting held on 29th July, 2023, has recommended issue of Bonus Shares by capitalizing a portion of reserves/share premium or such other account for distribution among the holders of fully paid equity shares , subject to the approval of shareholders, as detailed in Notice and Explanatory Statement to 32nd

AGM, to the Members on Record Date fixed in this behalf.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provision of Regulation 43A of the SEBI ( Listing Obligations and Disclosure Requirement) Regulations, 2015, the top 1,000 listed entities based on market capitalisation (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. The Company is covered among top 1,000 listed entities and accordingly the Board has approved and adopted Dividend Distribution Policy. The Policy can be accessed on the Companys website at https://www.jtl.one/wp-content/ uploads/2023/04/Dividend-Distribution-Policy.pdf

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees on the evaluation criteria defined by the Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors. The Boards functioning was evaluated on various aspects, including inter-alia the structure of the Board, meetings of the Board, functions of the Board, degree of fulfillment establishment and delineation of responsibilities to various Rs. 0.20 per equity share of face Committees, effectiveness of Board processes, information and functioning. The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the Management outside Board/ Committee Meetings.

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law or SEBI (LODR) Regulations, 2015 to be placed before the Board, have been placed, the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of

Board members/Committee members, whenever required, whether the Board regularly reviews the investors grievance redressal mechanism and related issues, Board facilitates the independent directors to perform their role effectively etc. The criteria for evaluation of committee include taking up roles and functions as per its terms of reference, independence of the committee, policies which are required to frame and properly monitored its implementation, whether the committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

The performance assessment of Non-Independent Directors,

Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

In compliance with the provisions of the Companies Act, 2013 (the Act) and applicable clauses of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire

Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the

Independent Directors. The Directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS MEETING

In compliance with Section 149(8) of the Act read along with Schedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors separately met on October 10, 2022 inter alia, to discuss: a. Evaluation of the performance of non- Independent Directors and the Board as a whole; b. Evaluation of the performance of the Chairperson of the Company, taking into account the views of executive directors and non- executive directors; c. Evaluation of the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the then Independent Directors were present at the

Meeting.

DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS AND DISCLOSURE

In terms of Regulation 25(8) of SEBI Listing Regulations, Independent Directors have confirmedthat they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and that they are independent of the management. As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have completed the registration with the Independent Directors Databank well within stipulated time frame and hold valid certificate of registration.

DIRECTORS AND KMPS

(i) Appointments/ Changes

During the year under review, there was no new appointment to Board of Directors. However, after the close of financial year, the Board has appointed Mr. Rakesh Mohan Garg(DIN 08970794) w.e.f. May 13, 2023. as Independent Director (Additional) subject to approval of the shareholders by Special Resolution. The Postal Ballot process is already going on for seeking approval of the Shareholders to his appointment as

Independent Director of the Company for a period of five years.Further, after the close of financial year, Mr. Bhupinder Nayyar ceased to be Independent Director w.e.f. May 16, 2023 on account of expiry of his term. Further, the Board of Directors on recommendation of N&R Committee has appointed, Mr. Ashok Goyal, as Independent Director(Additional), w.e.f. July 29, 2023 subject to the approval of the same at the ensuing AGM.

During the FY 2022-23, Mr. Mohinder Singh, Company

Secretary had resigned from the post of CS and in his place, Mr. Gurinder Makkar was appointed as Company Secretary cum Compliance Officer w.e.f. February 02, 2023.

Further Mr. Dhruv Singla had ceased to be CFO of the Company w.e.f. close of business hours of

April 20, 2022 and in his place Mr. Sajeev Vaid was appointed as CFO of the Company. However, after the close of financial year, the resignation of Mr. Sanjeev Vaid was approve w.e.f. April 17, 2023 and in his place, Mr. Dhruv Singla has been appointed/re-designated to Whole Time Director cum CFO of the Company.

(ii) Retirement by rotation.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Rakesh Garg and Mr. Dhruv Singla, Directors of the Company, retire by rotation at the ensuing Annual

General Meeting and being eligible offer themselves for re-appointment.

(iii) Resignations/ Removal of Directors

During the FY 2022-23, None of the Directors resigned from the Board of Directors.

(iv) Declarations by Independent Directors

Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) (b) of the SEBI

(Listing Obligations and Disclosure Requirement) Regulations, 2015, the Independent Directors of the Company have given declaration to the Company that they qualify the criteria of independence as required under the Act and the regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as

Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the

Act and applicable rules thereunder) of all Independent

Directors on the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent

Directors of the Company are registered on the Independent Director Databank maintained by the

Indian Institute of Corporate Affairs (IICA).

(v) Board Meetings

The Board meets at regular intervals to discuss and decide on Companys business operations, policies and strategy apart from other Board businesses. During the year, 9(Nine) Board Meetings and 7 (Seven) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies

Act, 2013. Pursuant to the circular relating to the "enforcement of SEBI Order regarding appointment of directors by listed companies" dated June 20, 2018, none of the director of the Company, is debarred from holding the office of director pursuant to any SEBI order.

(vi) Board Evaluation

The Board has carried out an annual evaluation of its own performance, the Directors and also Committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process. The details of the familiarisation programme adopted by the Company for the orientation and training of the Directors and the Board evaluation process for Directors undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Corporate Governance Report of this Annual Report. Further, a Separate Meeting of the Independent

Directors of the Company was held once during the year on October 10, 2022 which also reviewed the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole. The details of the programme for familiarisation of the Independent Directors of your Company are available on the Companys website at web link: https://www.jtl.one/wp-content/uploads/2023/04/ Familiarisation-Programme.pdf

(vii) Nomination & Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, already framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel. The policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of

Director, and also remuneration for key managerial personnel and other employees, forms part of the

Corporate Governance Report of this Annual Report. The Remuneration Policy of the Company is available at the website of the Company at https://www.jtl.one/ key-policies/

(viii) Key Managerial Personnel

The Company has presently five Key Managerial Personnel viz. Mr. Madan Mohan, Mg. Director, Mr. Rakesh Garg, Executive Director, Mr. Dhruv Singla, Whole Time Director cum CFO, Mr. Pranav Singla,, Whole Time Director and Mr. Gurinder Makkar, Company Secretary of the Company.

Brief profiles of all the Directors are given in the Annual Report.

FAMILIARISATION PROGRAMME FOR DIRECTORS

Your Company follows a structured familiarisation programme through various reports and internal policies for all the Directors with a view to update them on the Companys policies on a regular basis. Letter of Appointment

(s) are issued to Independent Directors setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Director is taken through a formal induction program including the presentation from the Managing Director on the Companys manufacturing, other important aspects. All our marketing, finance Directors are aware and also updated, whenever required, of their role, responsibilities, liabilities and obligations under the provisions of the Companies Act, 2013 and Rules made there under an Agreement/ Regulation 25 of the Listing Regulations, 2015. The details of the Familiarisation Programmes for Independent Directors are made available on Companys website at the web link: https://www.jtl.one/wp-content/ uploads/2023/04/Familiarisation-Programme.pdf The evaluation process for the financial year 2022-23 has been completed.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2023 were as under:

1. Mr. Madan Mohan, Managing Director;

2. Mr. Rakesh Garg, Executive Director;

3. Mr. Dhruv Singla, Executive Director;

4. Mr. Pranav Singla, Executive Director

5. Mr. Gurinder Makkar (Company Secretary) (W.e.f. February 02, 2023, in place of Mr. Mohinder Singh,

Company Secretary)

Further, after the close of financial year 2022-23, Mr. Sanjeev Vaid has resigned and Mr. Dhruv Singla has been re-designated to Whole Time Director cum CFO w.e.f. April 17, 2023

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 (‘Act), Mr. Dhruv Singla and Mr. Rakesh Garg, Directors will be retire by rotation in the ensuing Annual General Meeting and being eligible, offers they have offered themselves for re-appointment at the ensuing AGM.

AUDIT COMMITTEE

As on date Audit Committee of the Board consists of Five Directors as Chairperson/ Members namely Ms. Preet Kamal Kaur Bhatia (Chairperson) , Mr. Rakesh Mohan Garg, Mr. Sukhdev Raj Sharma, and Mr. Ashok Goyal Independent Directors and Mr. Rakesh Garg, Executive Director. Independent Director is the Chairperson of the Committee.

During the year, all the recommendations made by the Audit

Committee were accepted by the Board.

BOARD MEETINGS

The Board met 9 (Nine) times during the year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time.

Further, the Independent Directors at their separate meeting, reviewed the performance of the Board, Chairman of the Board and of Non-Independent Directors, as required under the Act and the Listing Agreement.

The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company Management and the

Board of Directors of your Company.

COMMITTEES OF THE BOARD

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

Audit Committee

Nomination & Remuneration Committee (NRC)

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Sub Committee of Directors

Risk Management Committee

Preferential Issue Committee

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

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at www.jtl.one

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year

March 31, 2023 is uploaded on the website of the Company and can be accessed at www.jtl.one under the weblink i.e. https://www.jtl.one/wp-content/uploads/2023/07/Form-MGT-7-Annual-Return-Draft-2023-JTL-FF.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings

& outgo, as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is given at Annexure-1 forming part of this Report.

CREDIT RATING

During the year under consideration, CARE has carried out a credit rating assessment of the Company for both short term and long term exposures, with Stable outlook. The Rating of the Company for the Bank Facilities as under:

Rating

Long Term facilities Care A- ; Stable Short T erm facilities CARE A2+

SECRETARIAL AUDIT

The Board of Directors of the Company has appointed M/s S.V. Associates, Company Secretaries (Certificate of No. 14791), as the Secretarial Auditors to conduct an audit of Secretarial Records for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31, 2023 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure-2 to this report.

The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor.

In addition to the above and pursuant to SEBI Circular dated February 08, 2019, a Report on annual secretarial compliances by S.V. Associates, Practicing Company Secretaries for the year ended March 31, 2023 is submitted to stock exchanges. There are no observations, reservations or qualifications in the said Report.

PARTICULARS OF THE EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as Annexure-3 and forms part of this Report.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) &5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. As per the provisions of Section 136 of the Act, the reports and

Financial Statements are being sent to share holders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Company Secretary of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 and details of loans from Banks/FIs/ Directors, are provided in Financial Statements and Notes thereto.

During the year under review, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted and investments made.

RISK MANAGEMENT

Pursuant to Section 134(3) of the Act and Regulation 21 of SEBI (LODR) Regulations, 2015, Risk Management Committee was in place, comprising Mr. Mithan Lal Singla (Chairman), Mr. Rakesh Garg, Mr. Sukhdev Raj Sharma and Ms. Preet Kamal Kaur Bhatia. The Company has formulated a Risk Management Policy to establish an effective and integrated framework for the Risk Management process. During FY 2022-23, three Meetings were held on July 22, 2022, October 10, 2022 and January 20, 2023, wherein, relevant mitigation measures identified for the Company were reviewed and discussed.

The Company believes that managing risks helps in maximising returns. A risk management framework have been developed and implemented by the Company for identification of elements of risk if any, which in opinion of board may threaten the existence of the Company. It aims to identify commodity prices, Price fluctuation of raw material and finished goods, Credit Risks, inflation, Strategic Risks, etc. The effectiveness of risk management framework and system is periodically reviewed by Board of Directors of the Company. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the

Company.

The speed and degree of changes in the global economy and the increasingly complex interplay of factors influencing the business makes Risk Management an inevitable exercise and to cater to the same, your Company has identifiedmajor focus areas for risk management to ensure organisational objectives are achieved and has a robust policy along with well-defined and dynamic structure and proactive approach to assess, monitor and mitigate risks associated with the business.

The Board members are regularly informed about the potential risks, their assessment and minimisation procedures. The Board frames a plan for elimination / minimisation of the risk and further lays out the steps for implementing and monitoring of the risk management plan

The Company is taking all the suitable steps to avoid the risks that arise in the Company. There is no such threat to the existence of the Company.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the

Company. Your Company tends to run the same business activities till date.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR

During the year under review, No Resolution and matters passed through Postal Ballot.

DECLARATION REGARDING CODE OF CONDUCT

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the

Company and the declaration in this regard made by CFO and the Mg. Director of the Company forms part of this Annual Report. The said code is available at the Companys website i.e. www.jtl.one.

DEPOSITS

During the financial year 2022-23, the Company has not accepted, invited or renewed any deposits or amounts which are deemed to be deposits within the meaning of Section

73 to 76 or any other relevant provisions of the Companies Act, 2013 and no such amounts or interest on deposits was outstanding as on March 31, 2023.

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR

During the year under review, No Resolution and matters passed through Postal Ballot.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arms length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted. No material related party transactions were entered into during the financial year by the Company.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23.

The Related Party Transactions are placed before the Audit

Committee of the Company for prior approval, as required under applicable law. Prior omnibus approval of the Audit Committee, as required under Listing Regulations as amended, is also obtained for the transactions, which are of foreseen and repetitive nature. A statement giving details of all related party transactions, entered pursuant to the omnibus approval so granted, is placed before the Audit Committee of the Board of Directors for their review on a quarterly basis. The policy on Related Party Transactions on Materiality of and dealing with Related Party transactions as approved by the Board is uploaded on the Companys website i.e. www.jtl.one.

DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has received any commission from the Company thus the said provision is not applicable to the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Companies Act, 2013 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Vigil Mechanism for directors and employees to report genuine concerns have been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.jtl.one.

SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/

JOINT VENTURES ETC

The Company has a Wholly owned Subsidiary Company viz. M/s JTL Tubes Limited, which has not yet commenced its operations fully.

A separate statement containing the salient features of Financial Statements of the Subsidiary of the Company in the prescribed form AOC-1 given atAnnexure-4 forms a part of this report and consolidated Financial Statements in accordance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 . The said form also highlights the

Financial Performance of the subsidiary Company included in the Consolidated Financial Statements pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiary Company shall be kept open for inspection by the members at the

Registered office of on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (‘AGM) and shall also be available on the website of the Company. Any member desirous of obtaining a copy of the said financial statements may write at registered office of the Company.

The Audited Financial Statements including Consolidated

Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the Company www.jtl.one. The said subsidiary is not a material subsidiary. However, the Company has formulated a policy for determining material subsidiary. The said policy is also available on the website of the Company and the web link of the same is https://www.jtl.one/wp-content/uploads/2023/04/Policy-for-determining-Material-Subsidiaries.pdf Apart from above subsidiary company, there are no Associate Companies/Joint ventures of the Company as on March 31, 2023.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has designed and implemented a process driven framework for Internal Financial Controls. For the year ended on March 31, 2023, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations. During the year, such controls were tested and no material weakness in their operating effectiveness was observed. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls whenever the effect of such gaps would have a material effect on the Companys operations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS theThere are no significant

Regulators/ Courts which would impact the going concern status of the Company and its future operations. During the Financial Year ended March 31, 2023, Honble NCLT Bench,

Chandigarh, had sanctioned the scheme of Amalgamation of Chetan Industries Limited(Transferor Company) with JTL

Industries Limited(Transferee Company). The said Scheme became effective w.e.f. March 31, 2023. The Appointed Date in respect of the said Merger is April 01, 2021. The Financial statements of the Company include the effect/impact of merger of Chetan Industries Limited with JTL Industries

Limited in accordance with applicable IND-AS.

STATUTORY AUDITORS

The members at the 27th Annual General Meeting of the Company held on September 29, 2018 had appointed M/s Suresh K Aggarwal & Co, Chartered Accountants (Firm Registration No. 021129N) as the Statutory Auditors of the Company to hold office the conclusion of the 27th Annual General Meeting until conclusion of 32nd Annual General Meeting to be held in 2023. The Auditors Reports for the financial year 2022-23 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements in this Annual Report. Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

The details relating to fees paid to the Statutory Auditors are given in the Financial Statements and Corporate Governance Report in the Annual Report. .

The tenure/term of M/s Suresh K Aggarwal & Co, Chartered Accountants (Firm Registration No. 021129N is coming to end at the conclusion of ensuing AGM. The existing auditors cannot be re-appointed as the Auditors for a further period of

5 years as per the provisions of Companies Act, 2013.

Further, as the tenure of the Statutory Auditors is expiring at the conclusion of the ensuing AGM of the Company and as they cannot be re-appointed as per the provisions of Companies Act, 2013, the Board of Directors has, based on the recommendation of the Audit Committee and subject to approval of the shareholders, had appointed M/s N. Kumar Chhabra & Co. (Firm Registration No. 000837N), Chartered Accountants for a term of five (5) years to hold office from the conclusion of the 32nd AGM till the conclusion of the 37th AGM of the Company to be held in year 2028. As required under section 139 of the Companies Act, 2013, M/s N. Kumar Chhabra & Co. (Firm Registration No. 000837N), Chartered Accountants, have informed the Company that their appointment, if made, shall be in compliance of Section 139 and 141 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 and also confirmed that the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There is no material change in the fees considering the size of the Company . The Notice of the ensuing AGM also contain a resolution for consideration and approval of the Members for their appointment as such in place of the existing Statutory Auditors.

COST AUDITORS

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s Balwinder & Associates, Cost Accountants, (Firm Registration No. 000201), as the Cost Auditors of the Company for the year 2023-24 at a remuneration of Rs. 70,000/- plus taxes and out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM. For the year 2022-23, the Cost Audit report shall be duly filed within prescribed time.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

In terms of Companies (Accounts) Amendment Rules,

2018, a Disclosure is hereby made that maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

AUDITORS REPORT

The Auditors Report is self-explanatory and do not call for further comments as there are no adverse remarks in the Auditors Report.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has, in accordance with the applicable provisions of the Companies Act, 2013, appointed M/s S.V. Associates Practicing Company Secretaries, as the Secretarial Auditors for year 2023-24. M/s Arvind Singla and

Associates has been appointed as the Internal Auditors of the Company for the financial year 2023-24.

DIRECTORS AND OFFICERS INSURANCE (D &O)

As per the requirements of Regulation 25 (10) of the SEBI

Listing Regulations, applicable to the Company being covered under top 1000 companies based on their market capitalisation as at March 31, 2023, the Company has taken

Directors and Officers Insurance Policy (D & O) for all of its Directors with a quantum and coverage as approved by Board of Directors.

LISTING OF SECURITIES

The securities (Equity Shares) of the Company are listed at BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Metropolitan Stock Exchange of India Limited (MSEI) . The Company has paid the listing fees to the BSE, NSE and MSEI up to the financial year 2023-24. With respect to listing at NSE, the Company has got Equity shares listed at Main Board of NSE w.e.f. June 12, 2023, which were earlier under permitted to trade category on NSE.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per requirement of Section 135 of the Companies Act, 2013 read with Schedule VII of the said Act and further read with Companies (Corporate Social Responsibility) Rules,

2014, the Company has a duly constituted "Corporate Social Responsibility Committee" consisting of following persons as Members/ Chairman:

Sr. No	Name of the Commitee Member	Designation	Category
1.	Preet Kamal Kaur	Chairperson	Independent
	Bhatia		Director
2.	Mithan Lal Singla	Member	Non-Executive
			Director
			Executive
3.	Rakesh Garg	Member
			Director

During the year 2022-23, the Company had identifiedcertain projects/activities on which the CSR expenditure for the financial year was made. The activities included promotion of education. Details about the CSR policy and initiatives taken by the Company during the year are available on your Companys website www.jtl.one . The Report on CSR activities is given in Annexure-5 forming part of this Report.

The Company has spent more than the CSR expenditure required to be made on CSR Activities under Section 135 of the Companies Act, 2013 read with relevant Rules thereto. The Company is endeavored to ensure full utilisation of the allocated CSR budget.

CORPORATE GOVERNANCE REPORT

Your Company is in compliance with all the applicable provisions of Corporate Governance as stipulated under Chapter IV of the Listing Regulations. A detailed report on Corporate Governance as required under the Listing Regulations is provided in as Annexure-6 section and forms part of the Annual Report. A Certificate from a Practicing

Chartered Accountant/ Statutory Auditors regarding compliance with the conditions stipulated in the Listing

Regulations forms part of the Corporate Governance Report.

INDUSTRIAL RELATIONS

The industrial relations remained very cordial and responsive during the year under review.

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

The Companys Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed there under. Internal Complaints Committees have also been set up to redress complaints received regarding sexual harassment. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23:

Sr. No.	Category	No. of complaints during financial year 2022-23	No. of complaints pending as at end of year 2022-23
1	Child labour / forced labour / involuntary labour	The Company does not hire Child Labour, Forced Labour or involuntary Labour	Not Applicable
		(No Case Reported)
2	Sexual	No reported case	Not Applicable
	Harassment
3	Discriminatory	No reported case	Not Applicable
	Employment

STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE

In terms of Companies (Accounts) Amendment Rules, 2018, it is hereby stated that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)

Vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. May 05, 2021 has replaced filing of Business Responsibility Report with Business Responsibility and Sustainability Report. The Business Responsibility and Sustainability Report (BRSR) of the Company for FY 2022-23, in accordance with Regulation 34(2)(f) of the Listing Regulations is given in the Annual

Report which forms part of this Report and Annual Report of the Company.

INSOLVENCY & BANKRUPTCY CODE, 2016

There were no proceedings initiated/pending against your

Company under the Insolvency and Bankruptcy Code, 2016, which impacts the business of the Company.

DIFFERENCE IN AMOUNTS OF VALUATIONS, IF ANY

There were no instances where your Company required the valuation for one time settlement or while taking any loan from the Banks or Financial Institutions.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the provision of the Section 124 & 125 and other applicable provisions of the Act, dividends that remain unpaid / Unclaimed for a period of consecutive 7 years, are required to be transferred to the account administered by the

Central Government viz. Investor Education and Protection Fund ("IEPF"). Further, according to the said Rules, the shares on which Dividend has not been encashed or claimed by the Members for 7 consecutive years or more shall also be transferred to the demat account of the IEPF Authority. In terms of the provisions of Investor Education and

Protection Fund (Accounting, Audit, Transfer and Refund)

Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there were no amounts or shares requiring transfer to Investor Education and Protection Fund during the year 2022-23.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

GRATUITY

The provision for gratuity has been made as provided under the Payment of Gratuity Act on the basis of Actuarial

Valuation.

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute

"forward looking statements". These forward-looking statements are subject to a number of risks, uncertainties and other factors which could cause actual results to differ materially from those suggested by forward looking statements.

Important factors that could influence the Companys operation can be affected by global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments in India and in countries in which the Company conducts business, litigation, industrial relations and other incidental factors.

COST AUDITORS

The Company has maintained cost records related partyfor certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. Balwinder & Associates, Cost Accountants, (Firm Registration No. 000201) carried out the cost audit for applicable businesses during the financial year 2021-22.

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors, based on the recommendation of the Audit Committee, has appointed

M/s. Balwinder & Associates, Cost Accountants (Firm Registration No. 000201), as Cost Auditor of the Company to conduct the Cost Audit for the Financial Year 2022-23, on a remuneration as mentioned in the Notice of 31stAnnual General Meeting.

A Certificate from M/s. Balwinder & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder.

A resolution seeking Members ratification for the remuneration payable to the Cost Auditor forms part of the Notice of 31st Annual General Meeting and the same is recommended for your consideration and ratification

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder.

DEMATERIALISATION OF SHARES

As on March 31, 2023, there were 99.72% Equity Shares were in dematerialised form (including in respect of which Corporate Action was pending) with National Securities

Depository Limited and Central Depository Services (India) Limited and rest 0.28% were in physical form.

INSURANCE:

The properties/assets of your Company are adequately insured.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE ACT

There were no materially significant made by the Company with Promoters, Directors, Key

Managerial Personnel or other designated persons, which could have potential conflict with the interest of the Company at large All contracts arrangements transactions entered into by the Company during the financial year under review with related parties were at an arms length basis and in the ordinary course of business.

During the year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions (transactions where the value exceeds Rs. 1,000 Crores or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC 2 in terms of section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended.

All Related Party Transactions were placed before the Audit

Committee for approval. Prior omnibus approval of the Audit

Committee was obtained for the transactions, which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted, were reviewed and statements giving details of all related party transactions were placed before the Audit Committee on a quarterly basis. The policy on Related Party Transactions as approved by the Board can be accessed on the Companys website at link https://www.jtl.one/wp-content/uploads/2023/04/ related-party-transactions-policy.pdf Members may refer Notes to the financial statement, which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations

INTERNAL CONTROL SYSTEM

TheCompanyhasanInternalControlSystem,commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an externalfirmof Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Companys Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the changed business requirements. All the Business Heads/Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes are operative. The scope of the Internal Audit is defined reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors.

Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Our management assessed the effectiveness of the Companys internal control over financial reporting (as defined in Clause 17of SEBI Regulations 2015) as of March 31, 2023. The Statutory Auditors of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in Section 143 of Companies Act 2013).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the close of the financial year till the date of this Report.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognising the interests of Companys stakeholders. The salient features of the nomination and remuneration policy of the Company is given in Annual CGR Report to this Annual Report. The Remuneration Policy of the Company is available at the website of the Company at https://www.jtl.one/key-policies/

INDIAN ACCOUNTING STANDARDS

The financial statements of your Company are prepared in accordance with the Indian Accounting Standards (‘Ind- AS) pursuant to the Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015.

DISCLOSURE REQUIREMENT AS PER COMPANIES (ACCOUNTS) RULES, 2014 i. The Company has neither made anyandapplication nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code") during the Financial Year and does not have any proceedings related to IBC Code.

ii. The Company has not made any onetime settlement during the Financial Year 2022-23 with Banks or Financial Institution.

OTHER DISCLOSURES

During the year under review there were no reportable events in relation to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to its Directors or Employees.

GREEN INITIATIVE

Electronic copy of the Annual Report for FY 2022-23 and the Notice of the ensuing AGM is being sent to all shareholders whose email addresses are available in demat account and registered with Companys Registrar and Share Transfer

Agent. As per the General Circular No. 20/2020 of Ministry of Corporate Affairs dated May 05, 2020, shareholders holding shares in demat form are requested to update their email addresses with their Depository Participant(s) and for shareholders holding shares in physical form, should get their email registered with Beetal Financial and Computer

Service Private Limited, Companys Registrar and Share Transfer Agent.

ACKNOWLEDGEMENTS

Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, Bankers, Financial Institutions for their sincere and dedicated services as well as their collective contribution to the Companys performance.

Your Directors are grateful to the Shareholders/ Stakeholders for their confidenceand faith reposed in the management of the Company. The Directors look forward to the continued support of all stakeholders in future also.

For and on behalf of Board of Directors of JTL Industries Limited
	(Formerly known as JTL Infra Limited)
	CIN : L27106CH1991PLC011536
Madan Mohan Singla	Dhruv Singla
Managing Director	Whole Time Director cum CFO
DIN: 00156668	DIN: 02837754
Place : Chandigarh
Date : July 29, 2023