Jalan Transolutions (India) Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

The Board of Directors are pleased to present 21^st Annual Report of the Company (‘Jalan
Transolutions (India) Limited’) along with the Audited Annual Financial Statements and the
Auditors’ Report thereon for the financial year ended March 31, 2024. The financial highlights
for the year under review are given below.

1. FINANCIAL HIGHLIGHTS

The financial performance during the Financial Year 2023-24 are summarized below:

(Rs. in Lakhs)

PARTICULARS	FIGURES FOR 31.03.2024	FIGURES FOR 31.03.2023
Revenue from operations	536.74	970.10
Other Income	56.58	14.95
Expenses and other Provisions	577.01	992.44
Profit/(Loss) before exceptional and extraordinary items and tax	16.31	(7.39)
Exceptional item	(1578.33)	(1340.12)
Profit/(Loss) before tax (PBT)	(1562.02)	(1347.51)
Provision for Tax- Current	0	0
Deferred Tax Liability	0	(26.85)
Profit/ (Loss)After Tax (PAT)	(1562.02)	(1320.66)

2. DIVIDEND

Your Directors do not propose any dividend on the Equity Shares for the Financial Year
ended March 31, 2024.

3. AUTHORIZED SHARE CAPITAL

During the year under review the authorized capital of the company is same as previous year,
there is no change in Authorized Capital.

4. Paid - Up SHARE CAPITAL

The Paid-up Share Capital of the Company is Rs. 14.53 crore. During the year under review,
there has been no change in the Paid-up Share Capital of the Company.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the
Company.

6. DEPOSITORY SYSTEM

All the 14537220 equity shares of the Company are in dematerialized form as on March 31,
2024. None of the share of Company is held in physical mode.

7. LISTING

The Company''s securities are listed on the following stock exchange since May 30, 2017:

Name of Stock Exchange	Address	Scrip Code/Symbol
National Stock Exchange of India Limited (SME)	Exchange Plaza,C- 1,Block-G, Bandra Kurla Complex, Bandra(E),Mumbai, Maharashtra-400051	JALAN

8. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

No unclaimed amount is pending to transfer in investor education fund.

9. SUBSIDIARY COMPANY & CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, the Company does not have any subsidiaries or joint ventures
or associate companies as defined under Companies Act, 2013 therefore, no such
information is required to be furnished.

10. AUDITED FINANCIAL STATEMENTS OF THE COMPANY

The Board of Directors of your Company at their meeting held on 28^th May, 2024, approved
the Audited Financial Statements for the FY 2023-24, which includes financial statements
of the company and forms part of this report. The Audited Financial Statements of your
Company for the FY 2023-24, have been prepared in compliance with applicable Indian
Accounting Standards (Ind-AS) and SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015.

11. PUBLIC DEPOSITS

During the year under review, your Company has neither invited nor accepted any fixed
deposits from the public within the meaning of Section 73 of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER
SECTION 186

During the year under review, the Company did not grant any loan or provide any guarantee
as per the provisions of section 186 of the Companies Act, 2013.

13. BUSINESS RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has implemented
an integrated risk management approach through which it reviews and assesses significant

risks controls and mitigation in place. At present the Company has not identified any element
of risk which may threaten the existence of the Company.

14. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN 31^st MARCH, 2024 AND 02^nd
SEPTEMBER, 2024 (DATE OF THE DIRECTOR’S REPORT)

During the year under review there is no material changes which could be affected the
financial position of the company. However, in between 31^st March, 2024 and 02, September,
2024, (Date of Director Report), the business which company was doing with Hero Motocorp
Limited has been stopped in last week of May, 2024.

The other material announcements are also available on the website of the company at
www.ialantransolutions.com and on NSE at www.nseindia.com.

15. ANNUAL RETURN

The Annual Return of the company as on 31.03.2024 is available on the website of the
company and can be accessed at www.ialantransolutions.com.

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

The information required under Section 134(3) (m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy,
Technology absorption and Foreign Exchange Earnings Outgo forms an integral part of this
Board’s report and is annexed as Annexure-II.

17. RELATED PARTY TRANSACTION

During the year under review the company has not entered into any Related Party
Transaction.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company does not fulfill the criteria of net worth,
turnover and profit for Corporate Social Responsibility (CSR). Section 135 of the

Companies Act, 2013, and the Rule 3(2) of the Corporate Social Responsibility Rules, 2014
provides that:

Every company which ceases to be a company covered under subsection (1) of section 135
of the Act for three consecutive financial years shall not be required to comply with the
provisions contained in sub-section (2) to (5) of the said section, till such time it meets the
criteria specified in sub-section (1) of section 135.

Since the company has incurred Net losses in the immediately preceding three financial years

i.e. 2020-21, 2021-22, 2022-23, the CSR Committee was dissolved by the board of directors
of the company in PREVIOUS AGM.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED
/ RETIRED DURING THE YEAR.

During the year under review following appointments/ resignation /cessation were made in
the board composition

Name	Designation	Change	Date of Change
*Mr. Onkar Kapila	Chief Financial Officer	Resignation	15/05/2023
*Mr. Shantanu Kumar Ojha	Chief Financial Officer	Appointment	01/07/2023
Ms. Kanchan Aggarwal	Company Secretary cum Compliance Officer	Resignation	30/09/2023
Mr, Manish Jalan	Managing Director cum Interim Compliance Officer	Appointment	30/09/2023
Ms. Shruti Goel	Company Secretary cum Compliance Officer	Appointment	16/10/2023
Mr. Manish Jalan	Managing Director	Appointment	16/10/2023
Mr. Shantuanu Kumar Ojha	Chief Financial Officer	Resignation	28/06/2024
Ms. Meena Jalan	Executive Director	Resignation	01/07/2024

• CS Shruti Goel appointed on 16/10/2023

• After the appointment of CS Shruti Goel, Mr. Manish Jalan, Managing Director cum
Interim Compliance Officer of the company will act as Managing Director only,
instead of Managing Director cum Interim Compliance Officer.

20. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and rules made thereunder and Regulation 16(1) (b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

21. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / Business policy
and strategy apart from other Board business. The notice of board/committee meetings
containing detailed schedule, agenda and notes to agenda is circulated among
board/committee members minimum seven days before the meeting to facilitate them to plan
their schedule and to ensure meaningful participation in the meetings. However, in case of a
special and urgent business need, the notice is sent on shorter period.

The Board of Directors duly met 8 (Eight) times during the financial year from 01.04.2023
to 31.03.2024. The dates on which the meetings were held are as follows:

S. No.	Types of Meeting	Date of Meeting
1.	Board Meeting	27/04/2023
2.	Board Meeting	29/05/2023
3.	Board Meeting	01/07/2023
4.	Board Meeting	01/09/2023
5.	Board Meeting	03/10/2023
6.	Board Meeting	16/10/2023
7.	Board Meeting	09/11/2023
8.	Board Meeting	10/02/2024

22. COMMITTEES OF THE BOARD

The Board has constituted various Committees in accordance with the Act and the Listing
Regulations. The Company currently has 4 (four) Committees of the Board, namely Audit
Committee, Nomination and Remuneration Committee, Stakeholders Relationship
Committee, and Independent Directors Committee.

A. AUDIT COMMITTEE MEETINGS

Your Company has a duly constituted Audit Committee and its composition is in line with
the requirements of the Act and Listing Regulations. As on March 31, 2024, Audit
Committee comprised of 2 (Two) Non-Executive-Independent Directors and 1 (One)
(Executive Director, Managing Director).

Meetings during the Year

The members of Audit Committee duly met 5 (five) times during the financial year from
01.04.2023 to 31.03.2024. The dates on which the meetings were held are as follows:-

S. No.	Types of Meeting	Date of Meeting
1.	Audit Committee Meeting	29/05/2023
2.	Audit Committee Meeting	30/06/2023
3.	Audit Committee Meeting	01/09/2023
4.	Audit Committee Meeting	14/10/2023
5.	Audit Committee Meeting	09/11/2023

Comnosition of Audit. Committee as on March 31. 2024

Name of Directors	Designation in Committee	Nature of Directorship
Sanjay Sharma	Chairman	Non-Executive Independent Director
Anil Kumar	Member	Non- Executive Independent Director
Manish Jalan	Member	Executive Managing Director

Terms of Reference

The powers, role and terms of reference of the Audit Committee covers the areas as
contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act
as applicable along with other terms as referred by the Board.

1. Recommendation for appointment, remuneration and terms of appointment
of auditors of the Company;

2. Review and monitor the auditors'' independence and performance and
effectiveness of audit process;

3. Examination of the financial statements and the auditors'' report thereon;

4. Approval or any subsequent modification of transactions of the Company
with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. V aluation of undertakings or assets of the Company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related
matters.

9. Operate the vigil mechanism in the Company.

Apart from above, following are the terms of reference in accordance with the Listing
Regulations:

• Oversight of the Company''s financial reporting process and the disclosure of
its financial information to ensure that the financial statements are correct,
sufficient and credible;

• Approval of payment to statutory auditors for any other services rendered by
the statutory auditors;

• Reviewing with the management, the annual financial statements and
auditors'' report thereon before submission to the board for approval, with
particular reference to:

• Matters required forming part of in the Directors'' Responsibility Statement
forming part of in the Board''s report in terms of clause (c) of sub-section 3 of
Section 134 of the Act;

• Changes, if any, in accounting policies and practices and reasons for the
same;

• Major accounting entries involving estimates based on the exercise of
judgment by management;

• Significant adjustments made in the financial statements arising out of audit
findings;

• Compliance with listing and other legal requirements relating to financial
statements;

• Disclosure of any related party transactions;

• Qualifications in the draft audit report;

• Reviewing the adequacy of internal audit function, if any, including the
structure of the internal audit department, staffing and seniority of the official

heading the department, reporting structure coverage and frequency of
internal audit;

• Discussion with internal auditors of any significant findings and follow up
there on;

• Reviewing the findings of any internal investigations by the internal auditors
into matters where there is suspected fraud or irregularity or a failure of
internal control systems of material nature and reporting the matter to the
Board;

• Discussion with statutory auditors before the audit commences, about the
nature and scope of audit as well as post-audit discussion to ascertain any
area of concern;

• To look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors;

• To review the functioning of the whistle blower mechanism; Approval of
appointment of CFO (i.e. Chief Financial Officer or any other person heading
the finance function or discharging that function) after assessing the
qualifications, experience and background, etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of
the Audit Committee.

B. STAKEHOLDERS RELATIONSHIP COMMITTEE MEETINGS

Your Company has duly constituted Stakeholders Relationship Committee, pursuant to the
requirements of Section 178 of the Act read with rules notified thereunder and Regulation
20 of the Listing Regulations.

The Committee addresses issues relating to the Redressal of grievances of shareholders
including complaints related to transfer of shares, non-receipt of annual report and other
related issues etc. in order to provide timely and efficient service to the stakeholders.

Meetings during the Year

The members of Stakeholders Relationship Committee duly met 4 (four) times during the
financial year from 01.04.2023 to 31.03.2024. The dates on which the meetings were held
are as follows:-

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S. No.	Types of Meeting			Date of Meeting
1.	Stakeholders Meeting	Relationship	Committee	08/06/2023
2.	Stakeholders Meeting	Relationship	Committee	10/08/2023
3.	Stakeholders Meeting	Relationship	Committee	25/10/2023
4.	Stakeholders Meeting	Relationship	Committee	27/01/2024

Name of Directors	Designation in Committee	Nature of Directorship
Ritu Jalan	Chairman	Non-Executive Director
Manish Jalan	Member	Executive Director, Managing Director
Anil Kumar	Member	Non-Executive Independent Director

Terms of Reference

The terms of reference of the Stakeholders Relationship Committee inter-alia, include the
following:

1. Approve transfers, transmissions, issue of duplicate certificates, transpositions;
change of names etc. and to do all such acts, deeds, matters and things as connected
therein;

2. Monitor and review any investor complaints received by the Company or through
SEBI, SCORES and ensure its timely and speedy resolution, in consultation with the
Company Secretary, Compliance officer and Registrar and Share Transfer Agent of
the Company;

3. Monitor implementation and compliance with the Company''s Code of Conduct for
Prohibition of Insider Trading;

4. Carry out any other function as is referred by the Board from time to time and / or
enforced by any statutory notification/amendment or modification as may be
applicable;

5. Perform such other functions as may be necessary or appropriate for the performance
of its duties.

C. NOMINATION AND REMUNERATION COMMITTEE MEETINGS

Your Company has a duly constituted Nomination & Remuneration Committee and its
composition is in line with the requirements of the Act and Listing Regulations. As on March
31, 2024 Nomination & Remuneration Committee comprised of 2 (Two) Non-Executive-
Independent Directors and 1 (One) Non-Executive Non-Independent Director.

Meetings during the Year

The members of Nomination and Remuneration Committee duly met 6 (Six) times during
the financial year from 01.04.2023 to 31.03.2024. The dates on which the meetings were
held are as follows:-

S. No.	Types of Meeting				Date of Meeting
1.	Nomination Meeting	and	Remuneration	Committee	27/04/2023
2.	Nomination Meeting	and	Remuneration	Committee	29/05/2023
3.	Nomination Meeting	and	Remuneration	Committee	29/06/2023

4.	Nomination Meeting	and	Remuneration	Committee	01/09/2023
5.	Nomination Meeting	and	Remuneration	Committee	03/10/2023
6.	Nomination Meeting	and	Remuneration	Committee	16/10/2023

Comvosition of Nomination and Remuneration Committee as on March 31, 2024

Name of Directors	Designation in Committee	Nature of Directorship
Anil Kumar	Chairman	Non-Executive Independent Director
Sanjay Sharma	Member	Non-Executive Independent Director
Ritu Jalan	Member	Non-Executive Non-Independent Directi

Terms of Reference

The terms of reference of the Nomination and Remuneration Committee inter-alia, include

the following:

1. To formulate and recommend to the Board of Directors the Company''s policies,
relating to the remuneration for the Directors, key managerial personnel and other
employees, criteria for determining qualifications, positive attributes and
independence of a director;

2. To formulate criteria for evaluation of Independent Directors and the Board;

3. To identify persons who are qualified to become Directors and who may be
appointed in senior management in accordance with the criteria laid down and
recommend to the Board their appointment and removal;

4. To carry out evaluation of every director''s performance;

5. To devise a policy on Board diversity;

6. Deciding whether to extend or continue the term of appointment of the independent
director, on the basis of the report of performance evaluation of independent
Directors.

23. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of Companies Act, 2013 a separate meeting of the

Independent Directors of the Company was held on 10^th June, 2023 to;

(i) Review the performance of non-independent Directors and the Board as a whole;

(ii) Review the performance of the Chairperson of the company taking into account the
views of executive Directors and Non-executive Directors;

(iii) 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.

24. PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5(1) & 5 (2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure-IV.

25. POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION

The Company’s policy on Directors’ appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a Director and other matters
provided under section 178(3) of the Companies Act, 2013.

26. TERMS AND CONDITIONS FOR APPOINTMENT OF INDEPENDENT
DIRECTOR

The Board of Directors has approved the terms and conditions for appointment of
Independent Directors in the Company. The Terms and Conditions are available on the
website of the company at www.jalantransolutions.com

27. ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the
following key areas:

a. Attendance of Board Meetings and Board Committee Meetings.

b. Quality of contribution to Board deliberations.

c. Strategic perspectives or inputs regarding future growth of Company and its
performance.

d. Providing perspectives and feedback going beyond information provided by the
management.

e. Commitment to shareholder and other stakeholder interests. The evaluation involves
Self-Evaluation by the Board Member and subsequently assessment by the Board of
Directors. A member of the Board will not participate in the discussion of his / her
evaluation.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

During the year no orders were passed by any regulators or courts.

29. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 the Vigil Mechanism and Whistle-Blower
Policy is prepared and adopted by Board of Directors of the Company.

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud
and mismanagement, if any. The Vigil Mechanism/Whistle Blower Policy ensures that strict
confidentiality is maintained whilst dealing with concerns and also that no discrimination
will be meted out to any person for a genuinely raised concern.

30. AUDITORS

STATUTORY AUDITORS

The Board of Directors of company has appointed M/s Astha Agrawal & Associates as the
Statutory Auditor of the company in Board meeting held on 1^st September, 2023.
Subsequently the members of the company in their 20^th Annual General Meeting held on
27^th September, 2023 has approved the resolution to appoint M/s Astha Agrawal &
Associates, Chartered Accountants for a period of 2 (Two) years.

The Independent Auditor Report forms part of this Report and it is annexed as Annexure-
VIII.

AUDITORS’ REPORT

The Report of Auditors of the Company M/s Astha Agrawal & Associates, Chartered
Accountants on the Audited Financial Statement of the Company for the year ended 31^st
March, 2024 forms part of this report. The Auditors Report contain qualified opinion on the
standalone financial statement of the company. The Board’s explanation on the Auditors’
Qualification is as follow:

Auditors’ Qualification

Directors’ comment on qualification

Material uncertainty relating to going concern, in respect of preparation of financial statements of the company on going concern basis. The company has negative net worth of Rs. 4003.02 Lakhs and current liabilities exceeds current assets by aggregating Rs. 2752.06 Lakhs. As stated in Note 14 of the Financial Statement, The OTS scheme which was approved by Union bank in the Year 2021-2022 on 4th February 2022 has been cancelled by the Union Bank of India in January 2023 due to non-payment of Rs. 8.71 Crore due till December 2022. Therefore, The Loan waiver of Rs. 1287.93 Lakhs which has been credited to profit & Loss Account in the year 2021-2022 has been reversed in current financial year 2022-2023. Company has provided interest Rs. 50.57 Lakhs on 30th September 2022 in the books as per the terms of OTS Scheme, The Same has reversed on account of cancellation of OTS Scheme. The company has not provided any interest since long and interest will be provided at the time of payment/ final settlement of loan. These conditions indicate the existence of material uncertainty that may cast significant doubt on the company’s ability to continue as going concern and therefore the company may be unable to

During the last couple of financial year due to high fuel prices and other adverse conditions in the market caused the increase in the working expenses of the company resulting in the losses to the company, due to which accumulated losses piled up. In near future Company shall once again try to raise fund through preferential allotment.

realize its assets and discharge its liabilities in the normal course of the business. We are unable to determine as to whether any adjustment that would have been necessary and required to be made in respect of trade receivables, trade payables, borrowings, Current liabilities, loans and advances and contingent liabilities as at 31st March 2024 and in respect of corresponding possible impact of such items and associated elements on the statement for the year ended on that date. Accordingly, we are unable to comment on the consequential impact, if any on the accompanying standalone financial statements
In respect of Property, Plant & Equipment to the Standalone financial statements, physical inspection was not conducted by any technical personnel and the fair value report of gross fixed assets of Rs. 1975.31 Lakhs for Tangible Assets as at March 31,2024 is not made available. Also, ownership proof of tangible assets has not been provided. The said assets are not tested for of impairment and hence no provision for impairment has been made. In absence of any alternative corroborative evidence, we are unable to comment on the recoverability and ownership of the same	Bank has seized all the offices and workshops premises, assets are in the possession of banks. Therefore, Physical inspection & fair Valuation of the fixed assets is not possible.
Based on our examination which included test checks, the Company has not used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility	Qualification relates to financial preparation process and impact of which is not quantifiable
the Company has not established its internal financial control with reference to Financial Statements on criteria based on or considering the essential components of internal control stated in the Guidance Note	Qualification relates to financial preparation process and impact of which is not quantifiable

M/s Astha Agrawal & Associates has been resigned as on 20 June, 2024.

Report on Frauds U/S 143 (12) of the Act

The Auditors during the performance of their duties have not identified any offence of fraud
committed by the Company or its officers or employees. Therefore, no frauds have been
reported to the Central Government under Section 143 (12) of the Act.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules,
2014, during the year under review the Internal Audit of the functions and activities of the
Company was undertaken by the Internal Auditors of the Company M/S Yogendra Jain &
Co., Chartered Accountants (FRN 021211C).

SECREATRIAL AUDITORS

Pursuant to the provisions of Section 204 of Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed
M/s AMJ & Associates, Company Secretaries (Membership No. 5832 and C.P. No. 5629)
for conducting Secretarial Audit of the Company for the Financial Year 2023-24.

The Secretarial Audit Report forms part of this Report and it is annexed as Annexure-IV.
The Secretarial Audit Report for the Financial Year ended on March 31, 2024 issued by
Secretarial Auditor contains the following observations:

During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following
observations:

- No Internal Auditors Report for the Financial Year 2023-2024 was issued by the Internal
Auditors as per the requirement of the provisions of the section 138 of Companies Act 2013
read with Rule 13 of the Companies (Accounts) Rules, 2014.

- The company has maintained Structured Digital Data Base but it is not maintained in
accordance with the provisions of Regulation 3 (5) and 3(6) of the SEBI (Prevention of
Insider Trading) Regulation, 2015.

- No Annual Return as per the requirements of the applicable provisions of the Carriage by
Road Act, 2007 and Carriage by Road Rules, 2011 was filed with the concerned authority.

- Financial Statements of the Company for the year ended on 31.03.2024 were not signed by
ChiefFinancial Officer of the Company as per the requirements of the provisions of Section
134 (1) of Companies Act, 2013.

- No Stamp duty was paid on Share Certificates issued by the Company during the year 2017¬
2018 as required under the provisions of the Indian Stamp Act, 1899.

- The Company has defaulted in payment of cash credit with The Union Bank of India. The
Union Bank of India (Previously known as Corporation Bank) has taken the physical
possession of the secured properties of the Company u/s 13(4) of SARFAESI Act. The Banks
has been initiated recovery through sale of seized assets of the Company.

- Substantial amount of statutory dues has become overdue and remain unpaid outstanding
more than a year and the Company is continuously defaulting in payment of loans and
advances. All the Bank Facilities of the companies has been blocked during the year,
Director’s personal bank account and group companies account has been used to fulfill
company’s working fund requirements.

- As per Statutory Auditors Remarks, Material uncertainty relating to going concern, in

respect of preparation of financial statements of the company on going concern basis. The
company has negative net worth and current liabilities exceeds current assets.

- The Chief Financial Officer of the Company Mr. Onkar Kapila has resigned from the post
on 15^th May, 2023 and the vacancy was filled on 01^st July, 2023 by the appointment of Mr.
Shantanu Kumar Ojha as Chief Financial Officer of the Company.

- The Chief Financial Officer of the Company Mr. Shantanu Kumar Ojha has resigned from
the post on 28^th June, 2024.

- The Statutory Auditor of the Company M/s. Deepak Anay Gupta & Co. has resigned on 22^nd
August, 2023 and the Casual Vacancy was filled on 27^th September, 2023 at 20^th Annual
General Meeting by appointing M/s. Astha Agrawal & Associates as Statutory Auditor of
the Company.

- M/s. Astha Agrawal & Associates, who has been appointed as the Statutory Auditor of the
Company is not Peer Reviewed by the Institute of Chartered Accountants of India (ICAI) as
per the requirement of the Regulation 33(1) (d) of SEBI (LODR) Regulations, 2015.

- The Statutory Auditor of the Company M/s. Astha Agrawal & Associates, Chartered
Accountant has resigned on 20^th June, 2024.

- The Company Secretary cum Compliance Officer of the Company Ms. Kanchan Aggarwal
has resigned from the post on 30^th September, 2023 and to fill the Casual Vacancy, Ms.
Shruti Goel was appointed as Company Secretary cum Compliance Officer of the Company
on 16^th October, 2023.

- Mrs. Meena Jalan, Executive Director of the Company has resigned from the post on 01^st
July, 2024.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

Your Company is listed on NSE EMERGE (SME) platform and in accordance with the
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation,
2015, the compliance with the provision as specified in regulations 17, 17A, 18, 19, 20, 21,
22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and
Para C, D and E of schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 shall not apply on listed entity which has listed its specified securities on
the SME Exchange.

Hence being an entity listed on SME Exchange, compliances under Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015 are not applicable to
the company.

32. CERTIFICATE FROM A COMPANY SECRETARY IN PRACTICE THAT NONE
OF THE DIRECTORS ON THE BOARD OF THE COMPANY HAVE BEEN
DEBARRED OR DISQUALIFIED FROM BEING APPOINTED OR CONTINUING
AS DIRECTORS OF COMPANIES BY THE BOARD/MINISTRY OF CORPORATE
AFFAIRS OR ANY SUCH STATUTORY AUTHORITY

As the Company is listed on NSE EMERGE (SME) platform and as per the Regulation 15(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the
compliance with the provision as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24,
24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D
and E of schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 shall not apply on listed entity which has listed its specified securities on
the SME Exchange.

Hence being an entity listed on SME Exchange, compliances under Regulation 34 Schedule
V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 i.e. Certificate from Practicing Company Secretary, confirming that none
of the Directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as directors of companies by the Securities and Exchange Board of
India, Ministry of Corporate Affairs, or any such other Statutory Authority, is not applicable
to the company.

33. COMPLIANCE CERTIFICATE BY MANAGING DIRECTOR AND CHIEF
FINANCIAL OFFICER

The Managing Director and Chief Financial Officer of the Company give annual
certification on financial reporting and internal controls to the Board in terms of Regulation
17(8) of the Listing Regulations, copy of which is attached to this Report. The Managing
Director and Chief Financial Officer also give half yearly certification on financial results
while placing the financial results before the Board in terms of Regulation 33(2) of the
Listing Regulations.

34. CERTIFICATE FOR TRANSFER OF SHARES AND RECONCILIATION OF
SHARE CAPITAL

Pursuant to Regulation 40(9) of Listing Regulations, certificates on half-yearly basis, have
been issued by a Company Secretary-in-Practice with respect to due compliance of share
transfer formalities by the Company.

35. RECONCILIATION OF SHARE CAPITAL AUDIT

This audit is carried out every quarter and report thereon is submitted to the stock Exchange
as well as placed before the Board of Directors. The Audit Report confirms that the total
issued is in agreement with the Paid up Capital of the Company.

36. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains appropriate systems of internal controls, including monitoring
procedures, to ensure that all assets and investments are safeguard against loss from
unauthorized use or disposition. Company policies, guidelines and procedures provide for
adequate checks and balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly. M/s Yogendra Jain & Co., Chartered Accountants, Internal
Auditors of the Company, submit their report periodically which is placed before the Board
and reviewed by the Audit Committee.

37. COST AUDITORS

Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is
not required to conduct the cost audit for the financial year 2023-24.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The detailed Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34 of Listing Regulations is presented in a separate section
forming part of this Report as Annexure-V.

39. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings
(SS-2) with effect from 1st October 2017. The Company is in compliance with the revised
secretarial standards.

40. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company’s 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 thereunder. As Under Section 4 of the POSH Act at all workplaces with 10 or
more employees, the employer must form an Internal Complaints Committee (ICC). This is
an obligation that must be adhered to by public and private organizations.

But In our Organization there are less than 10 employees, So there is no obligation to us to
form an Internal Complaint Committee.

Although The Company has zero tolerance towards sexual harassment at the workplace. The
Company is committed to providing a safe and Conducive work environment to all of its
employees and associates.

During the year under review Company has not received complaints of sexual harassment
from any employee of the Company. The policy on prevention of sexual harassment at the
workplace as approved by the Board is uploaded on the website of the Company at
www.jalantransolutions.com

41. CODE OF CONDUCT

The board of directors of the company at their meeting held on 25^th April, 2022 has passed
the board resolution to amend the code of conduct for directors and senior management of
the company. The amended Code of Conduct is available on the website of the company
www.jalantransolutions.com. All Board members and senior management personnel have
affirmed the compliance with the code.

During the year under review no Board members and senior management personnel has
violated the provision of Code of Conduct.

42. PREVENTION OF INSIDER TRADING

The board of directors of the company in their meeting held on 14^th November, 2022 has
considered and adopted the amendment to the code of conduct for fair disclosure of
Unpublished Price Sensitive information and Prevention of Insider Trading and code of
conduct to regulate, monitor and report trading by the designated persons and immediate
relatives of designated persons. The amended code of conduct for fair disclosure of
unpublished price sensitive information is available on the website of the company
www. j alantransolutions.com.

The Code of Conduct is applicable to all the directors and such identified employees of the
Company as well as who are expected to have access to unpublished price sensitive
information related to the company. The Code lays down guidelines, which advises them on
procedures to be followed and disclosures to be made, while dealing with shares of Jalan
Transolutions (India) Limited, and cautions them on consequences of violations.

43. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the requirements under Regulation 9 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
approved and adopted the policy for preservation of documents and archival policy
prescribing the manner of retaining the Company''s documents and the time period up to
certain documents are to be retained. The amendment to the policy was approved by the
board of directors on 14^th November, 2022 and is available on the website if the company
www.jalantransolutions.com. The Policy not only covers the various aspects on preservation
of the Documents, but also the safe disposal/destruction of the Documents.

During the year under review the Company has complied with the provision of Policy for
preservation of documents

44. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and
employees at all levels.

45. SUSTAINABILITY INITIATIVE

Your company is conscious of its responsibility towards preservation of Natural resources
and continuously takes initiative to reduce consumption of electricity and water.

46. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the
Directors confirm that:-

a) In the preparation of the annual accounts for the financial year 2023-24, the
applicable accounting standards have been followed along with proper explanation
relatinu to material departures, if any;

b) The Directors had 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 profit of the Company for the financial year;

c) The Directors had taken proper and sufficient care to the best of their knowledge
and ability for the maintenance of adequate accounting records in accordance with
the provisions of the Act. They confirm that there are adequate systems and controls
for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

d) The Directors had prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating properly; and

f) The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

47. APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors would place on record their sincere appreciation to customers, business
associates, government agencies & shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the co¬
operation, commitments & contribution extended by all the employees of the Jalan Family
& look forward to enjoying their continued support & co- operation.

For and on behalf of the Board
JALAN TRAN SOLUTION S (INDIA) LIMITED

Dated: 02-09-2024 Sd/-

^{Place: Delhi} Manish Jalan

Chairman
DIN: 00043040