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EQUITY - MARKET SCREENER

JBM Auto Ltd
Industry :  Auto Ancillaries
BSE Code
ISIN Demat
Book Value()
532605
INE927D01044
75.3201712
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
JBMA
32.03
5026.69
EPS(TTM)
Face Value()
Div & Yield %
13.27
2
0.24
 

As on: Jul 01, 2022 04:44 PM

To the Members,

Your Directors present the Annual Report of JBM Auto Limited (the Company) along with the audited financial statements for the financial year ended 31st March, 2021. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS

Your Company's financial performance for the year ended 31st March, 2021 is summarized below:

Rs. In Crores

PARTICULARS STANDALONE CONSOLIDATED
FY21 FY20 FY21 FY20
Revenue from operations 1,965.59 1,946.73 1,982.04 1,946.73
Other Income 13.02 15.41 11.97 15.41
Total Income 1,978.61 1,962.14 1,994.01 1,962.14
Profit Before Interest, Taxes and Depreciation and Amortization 214.24 245.60 216.08 245.60
Less: Depreciation 75.56 73.85 75.73 73.85
Less: Finance Cost 56.64 64.27 55.38 64.27
Profit for the period before share of profit in associate and joint venture 82.05 107.48 84.98 107.48
Share of profit of associate and joint venture 0.00 0.00 (6.93) 0.17
Profit Before Tax 82.05 107.48 78.05 107.65
Tax Expense 29.13 38.00 28.75 38.43
Profit for the period for continuing operations 52.92 69.47 49.30 69.22
Other Comprehensive Income for the year (0.48) 0.00 1.07 (0.03)
Total Comprehensive Income for the year 52.44 69.47 50.37 69.19
Less: Non-Controlling Interest 0.00 0.00 0.00 0.00
Total Comprehensive Income attributable to the owners of the Company 52.44 69.47 50.37 69.19

2. FINANCIAL HIGHLIGHTS

On Standalone Basis

During FY21, the Company's revenue from operations is Rs. 1,965.59 crores as against Rs. 1,946.73 crores in the previous year, thereby increase of 0.97%, as against the industry down by 13.95%. This is represented by the strong growth in OEM division by 92.33%.

The profit before tax is Rs. 82.05 crores in FY21 as against Rs. 107.48 crores in the previous year, thereby decreased of 23.66%.

On Consolidated Basis

In compliance with the applicable provisions of the Companies Act, 2013 including the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for FY21.

The Company's consolidated revenue from operations is Rs. 1,982.04 crores as against Rs. 1,946.73 crores in the previous year, thereby increase of 1.81%, against the industry down by 13.95%. This is represented by the strong growth in OEM division by 92.1%.

The profit before tax for the year stood at Rs. 78.05 crores as against Rs. 107.65 crores in the previous year, thereby decreased of 27.50%.

Your Company has taken several steps to reduce the cost and increase its market share in all products.

3. DIVIDEND AND APPROPRIATION

(A) Dividend

The Board has recommended a final dividend of Rs. 1.50 (i.e. 30%) per equity share on fully paid-up equity shares of Rs. 5 each on equity share capital for the financial year ended 31st March, 2021.

The payment of dividends is subject to the approval of the shareholders at the ensuing 25th Annual General Meeting (AGM) of the Company and will be paid to those members whose name will be appearing in the register of members as on the cut-off date i.e. 23rd September, 2021.

(B) Appropriation

No amount has been transferred to the General Reserve for the financial year ended 31st March, 2021.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of the business of the Company during the financial year ended 31st March, 2021.

5. COMPLIANCE WITH SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively have been duly complied by your Company except the exemptions/ relaxations granted by Ministry of Corporate Affairs (mCa) due to COVID 19 pandemic.

6. MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY21 and to the date of this report.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund ) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of 7 (seven) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years are available on the website of the Company at www.jbmgroup.com/investor.

8. HUMAN RESOURCES

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

9. SHARE CAPITAL AND LISTING OF SHARES

The authorized share capital of the Company is Rs. 136 crores and subscribed & paid-up equity share capital of the Company is Rs. 23.65 crores.

The Company's equity shares are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The equity shares are actively traded on NSE and BSE and have not been suspended from trading.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

A statement containing the salient features of financial statements of subsidiaries/ joint venture(s)/ associate companies of the Company in the prescribed Form AOC - 1 forms a part of Consolidated Financial Statements (CFS) in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, as amended.

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

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

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

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire by rotation every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM), Consequently, Mr. Nishant Arya retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part of the Notice.

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

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

On the recommendation of the Nomination & Remuneration Committee and as approved by Board of Directors, Members of the Company at Annual General Meeting held on 12th December, 2020 have re-appointed Mr. Sandip Sanyal (DIN: 07186909) as Whole-time Director and designated as an "Executive Director" of the Company for a period of 1 (One) year w.e.f. 18th May, 2020.

Mr. Sandip Sanyal was re-appointed as Whole-time Director and designated as the 'Executive Director' under the category of Key Managerial Personnel of the Company from 18th May, 2021. The appointment of Mr. Sandip Sanyal as Whole-time Director and designated as the 'Executive Director' under the category of Key Managerial Personnel is subject to the shareholders' approval in the 25th Annual General Meeting.

Mr. Nishant Arya was appointed as Managing Director (Key Managerial Personnel) designated as Vice-Chairman and Managing Director of the Company from 18th May, 2021. The appointment of Mr. Nishant Arya as Managing Director (Key Managerial Personnel) designated as Vice-Chairman and Managing Director of the Company is also subject to the shareholders' approval in the 25th Annual General Meeting.

Mr. Jagdish Saksena Deepak was appointed as Additional Director (in the category of Independent Director) on 23rd June, 2021. The appointment of Mr. Jagdish Saksena Deepak as Independent Director is also subject to the shareholders' approval in the 25th Annual General Meeting.

Key Managerial Personnel (KMP) as on 31st March, 2021

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with rules made thereunder, following persons are designated as Key Managerial Personnel (KMP) of the Company:

(a) Mr. Sandip Sanyal - Executive Director
(b) Mr. Vivek Gupta - Chief Financial Officer & Company Secretary

Further, no changes took place in KMP in the FY 2020-21.

12. COMPLIANCES UNDER COMPANIES ACT, 2013

(i) Meetings of the Board

During FY21,4 (Four) Board Meetings were held through video conferencing/ other audio visual means. For details thereof kindly refer to the Corporate Governance Report forming part of this Annual Report.

(ii) Audit Committee

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

(iii) Annual General Meeting

During FY21, Annual General Meeting of the Company was held on Saturday, 12th December, 2020, through video conferencing/ other audio visual means (VC/ OAVM).

(iv) Committees of the Board

The details pertaining to the composition of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee are included in the Corporate Governance Report forming part of this Annual Report.

(v) Company's Policy on Appointment and Remuneration of Directors

The criteria for determining qualifications, positive attributes and independence in terms of the Companies Act, 2013 and the rules made thereunder, both in respect of independent and the other directors as applicable has been approved by the Nomination and Remuneration Committee. The Board is well diversified and have balance of skills, experience and diversity of perspectives appropriate to the Company.

All directors, other than independent directors and whole-time director, are liable to retire by rotation. One-third of the directors who are liable to retire by rotation, retire every year in the AGM and are eligible for re-election.

The Company's policy relating to nomination and remuneration of directors, key managerial personnel and other employee can be accessed at our website at www.jbmgroup.com/investor.

(vi) Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that they:

i. have followed in the preparation of Annual Accounts for FY21, the applicable Accounting Standards and no material departures have been made for the same;

ii. have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2021 and of the profit of the Company for the year ended on that date;

iii. have 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;

iv. have prepared the annual accounts on a going concern basis;

v. have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and

vi. have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY21.

(vii) Declaration of Independent Directors

The Independent Directors of the Company have given a declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms of appointment of Independent Directors may be accessed on the Company website at www.jbmgroup.com/investor.

(viii) Related Party Transactions

All contracts/ arrangements/ transactions etc. entered into by the Company with related parties were in ordinary course of business and on arm's length basis.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of related party transactions, formulated by the Company.

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

Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure I to this report.

(ix) Extract of Annual Return

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the FY 2020-21 of the Company is available on the website of the Company at www.jbmgroup.com/investor.

(x) Auditors and Auditor's Report

(a) Statutory Auditors

M/s. Sahni Natarajan & Bahl, Chartered Accountants (Firm Registration No. 002816N), were appointed as Statutory Auditors of the Company at the 21st AGM held on 18th August, 2017, to hold office for a period of 5 (five) consecutive years from the conclusion of 21st AgM till the conclusion of the 26th AGM.

The requirement to place the matter relating to appointment of auditors for ratification by members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from 07th May, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

M/s. Sahni Natarajan & Bahl, Chartered Accountants, have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors have issued an unmodified opinion on the financial statements for the financial year ended 31st March, 2021.

(b) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and rules made thereunder, Mr. Dhananjay Shukla, Practicing Company Secretary (CP No. 8271) was appointed to conduct the Secretarial Audit of the Company for the financial year 2020-21. He has confirmed that he is eligible for the said appointment.

The observation made by Secretarial Auditors are self-explanatory in nature and does not call for any further comments.

The Secretarial Audit Report for FY21 is annexed to this Report as Annexure II.

(c) Internal Audit

In terms of the provisions of Section 138 read with Companies (Accounts) Rules 2014 and other applicable provisions, if any, of the Companies Act, 2013 and on the recommendation of the Audit Committee, the Board of Directors of the Company in their meeting held on 30th June, 2020 have appointed Mr. Amol Modak, Chartered Accountant and external agency, as Internal Auditors of the Company to perform the internal audit for FY20-21.

(d) Cost Audit

Mr. M Krishnaswamy, Cost Accountant was appointed to conduct the audit of cost records of the Company for FY21 by the Board of Directors of the Company in their meeting held on 30th June, 2020.

(xi) Corporate Social Responsibility (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 including any subsequent amendment thereto. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this Annual report.

CSR Policy

The CSR Policy including a brief overview of the projects or programs undertaken can be accessed at the Company's website at www.jbmgroup.com/investor.

CSR Committee

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

(xii) Conservation of Energy, Technology Absorbtion and Foreign Exchange Earnings and Outgo

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

(xiii) Nomination and Remuneration Policy

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

(xiv) Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 as at the end of FY21 have been disclosed in the financial statements.

13. PERFORMANCE EVALUATION

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

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

14. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of Listing Regulations [including any statutory modification(s) or re-enactment(s) thereof for the time being in force].

The Company's policy relating to remuneration of directors, key managerial personnel and other employee are can be accessed at our website at www.jbmgroup.com/investor.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

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

16. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under Listing Regulations. A separate section on Corporate Governance, forming a part of this Annual Report and requisite certificate from Mr. Dhananjay Shukla, Practicing Company Secretary confirming compliance with conditions of Corporate Governance is attached to the report on Corporate Governance.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Listing Regulations, the Management Discussion and Analysis report is given separately and forming part of this Annual Report.

18. INSIDER TRADING POLICY

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

19. RISK MANAGEMENT

The Company has a well-defined process in place to ensure appropriate identification and mitigation of risks. Risk identification exercise is inter-woven with the annual planning cycle which ensures both regularity and comprehensiveness. The Company has effectively managed and identified the risks at strategic, business, operational and process levels. Accordingly, formulating the mitigation plans and actions for the identified risks, which are driven by senior leadership.

The key strategic, business and operational risks which are significant in terms of their impact to the overall objectives of the Company along with status of the mitigation plans are periodically presented and discussed in the Board and Audit Committee meetings. Inputs from the Audit Committee and Internal Auditors are duly incorporated in the action plans. All significant risks mitigation plans are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

There are no risks which in the opinion of the Board threaten the existence of the Company.

20. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineates the roles, responsibilities and authorities at each level of its governance structure and key functionaries involved in governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of Conduct) commits Management to financial and accounting policies, systems and processes. The Risk Management Policy and the Code of Conduct stand widely communicated across your Company at all times.

Your Company's financial statements are prepared on the basis of the significant accounting policies that are carefully selected by Management and approved by the Audit Committee and the Board. These accounting policies are reviewed and updated from time to time.

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

Based on the results of such assessments carried out by management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations.

The mechanism covers any instances of financial irregularities, breach of code of conduct, abuse of authority, disclosure of financial/ price sensitive information, unethical/ unfair actions concerning Company vendors/ suppliers, mala-fide manipulation of Company records, discrimination to the Code of Conduct in an anonymous manner.

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

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

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

The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates.

The Company periodically conducts sessions for employees across the organization to build awareness about the Policy and the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No Complaint of sexual harassment was received during FY21 by the Company and the policy is available on www.jbmgroup.com/investor.

23. MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors of your Company met on 23rd March, 2021 without the presence of the Non-Independent Director or any other Management Personnel. The Meeting was conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter-alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), review the performance of the Company, assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The meeting was attended by all the Independent Directors.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

25. PUBLIC DEPOSITS

During the year, your Company did not accept any public deposits under Chapter V of the Companies Act, 2013 and as such, no

amount on account of principal or interest on public deposits was outstanding as of 31st March, 2021.

26. EMPLOYEES STOCK OPTION PLANS/ SCHEMES

No Employee Stock Options were granted to the Directors or Employees of the Company during the financial year ended on 31st March, 2021.

27. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are form part of the Annual Report.

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

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are form part of this Annual Report.

However, as per first proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining a copy of such information may write to the Company Secretary at the registered office of the Company and the same will be furnished without any fee.

28. INDUSTRIAL RELATIONS

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

Significant emphasis was also laid towards raising awareness on health and wellness of employees through annual medical check-ups, health awareness activities and online yoga sessions.

Proactive and employee-centric shop floor practices, a focus on transparent communication of business goals, an effective concern resolution mechanism, and a firm belief that employees are the most valuable assets of the Company, are the cornerstones of your Company's employee relations approach. The industrial relations scenario continued to be positive across all manufacturing locations.

29. AWARDS & RECOGNITIONS

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

30. COVID-19

The impact of Covid-19 on the automotive industry has been severe in the first quarter of the current fiscal. The demand revival in the second quarter was robust, partly because of the pentup demand, and partly on account of the preference for individual mobility. The pace of demand for the full year was dependent upon a number of factors such as the containment of the pandemic, general economic revival and various economic measures taken by Government. The Corona virus Pandemic is having a deep Impact on Indian businesses and has already caused an unprecedented collapse in economic activities. The substantive economic package announced by the Prime Minister could revive the downturn to a great extent.

The Covid-19 impact remains a serious concern for governments and businesses. Your company is doing its best efforts to fight pandemic and helping the fellow countrymen with the supply of Oxygen Plants, Oxygen concentrators, Sanitizers, medicines etc. Your Company has implemented Standard Operating Procedures of social distancing, workplace sanitisation and employee health monitoring, and these are being followed strictly across all its manufacturing locations with effective use of Artificial Intelligence (AI).

However, the spread of the pandemic again started to emerge from the beginning of the current year with much more severe impact on health and life of the people. This has again compelled various state governments to impose lockdown and create containment zones for the first two months of current financial year which impacted the operations of the Company for the first quarter. However, the demand is gradually rising up from our prime customer.

Employee's health is prime important to your Company and for preventing pandemic Company has taken various measures, under AI initiatives, attendance are marked with facial recognition, temperatures checks and auto check of Aarogya Setu and vaccination status are done at entry gates. Alert based detection, travel check during lockdown period, masking in camera for person movement were done through AI. Quarantine area was made for emergency situations under the superintendence of separate covid team including medical professionals.

31. OTHER STATUTORY DISCLOSURES FOR THE PERIOD UNDER REVIEW

a. No equity shares were issued with differential rights as to dividend, voting or otherwise.

b. No Sweat Equity shares were issued.

c. No employee stock options were issued.

d. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year - No application made or any proceeding pending during the financial year 2020-21.

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

APPRECIATION

Your Director acknowledge the continued assistance, guidance and Co-operation received from Maruti Suzuki India Limited, Suzuki Corporation Limited (Japan), Suzuki Motor Gujarat Private Limited and all its other technical partners.

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

For and on behalf of the Board of Directors of
Sd/- JBM Auto Limited Sd/-
Sandip Sanyal Mahesh Kumar Aggarwal
Executive Director Director
DIN: 07186909 DIN:00004982
Place: Gurugram Place: Noida
Date: 11th August, 2021 Date: 11th August, 2021