JCT Ltd

#MDStart#

Dear Members

Your Directors present the 74^th Annual Report on the affairs of the Company together with Audited Financial Statements for the financial year ended 31st March, 2023. The Management Discussion and Analysis is also included in this Report.

1. FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

2. DIVIDEND

In view of the accumulated losses, the directors are unable to recommend any dividend.

3. INDUSTRY STRUCTURE & DEVELOPMENT

The Indian textile industry is one of the largest in the world with a massive raw material and textiles manufacturing base. Our economy is largely dependent on the textile manufacturing and trade in addition to other major industries. About 27% of the foreign exchange earnings are on account of export of textiles and clothing alone. The textiles and clothing sector contributes about 14% to the industrial production and 3% to the gross domestic product of the country. Around 8% of the total excise revenue collection is contributed by the textile industry. The textile industry accounts for as large as 21% of the total employment generated in the economy. In 2000/01, the textile and garment industries accounted for about 4 percent of GDP, 14 percent of industrial output, 18 percent of industrial employment, and 27

percent of export earnings. India?s textile industry is also significant in a global context, ranking second to China in the production of both cotton yarn and fabric and fifth in the production of synthetic fibers and yarns. The Indian textile industry continues to be predominantly based on cotton, with about 65% of raw materials consumed being cotton. The yearly output of cotton cloth was about 12.8 billion m (about 42 billion ft). This Industry is providing one of the most basic needs of people and this holds importance; maintaining sustained growth for improving quality of life. (Source: fibre2fashion.com)

4. OUT LOOK OF ECONOMY GLOBAL ECONOMY

Global economic activity is experiencing a broad- based and sharper-than-expected slowdown, with inflation higher than seen in several decades. The cost-of-living crisis, tightening financial conditions in most regions, Russia?s invasion of Ukraine, and the lingering COVID-19 pandemic all weigh heavily on the outlook. Global growth is forecast to slow from 6.0 percent in 2021 to 3.2 percent in 2022 and 2.7 percent in 2023. This is the weakest growth profile since 2001 except for the global financial crisis and the acute phase of the COVID-19 pandemic.

Rising interest rates and the war in Ukraine continue to weigh on economic activity. China?s recent reopening has paved the way for a faster-than-expected recovery. Global inflation is expected to fall to 6.6 percent in 2023 and 4.3 percent in 2024, still above pre-pandemic levels.

Monetary policy should stay the course to restore price stability, and fiscal policy should aim to alleviate the cost-of-living pressures while maintaining a sufficiently tight stance aligned with monetary policy. Structural reforms can further support the fight against inflation by improving productivity and easing supply constraints, while multilateral cooperation is necessary for fasttracking the green energy transition and preventing fragmentation. (Source: www.imf.org)

GLOBAL TEXTILE AND APPAREL INDUSTRY

The global textile market size was valued at USD

1032.1 billion in 2022 and is anticipated to grow at a compound annual growth rate (CAGR) of 4.0% from 2022 to 2030. The global athleisure market size is anticipated to reach USD 330.97 billion by 2022 and grow at a compound annual growth rate (CAGR) of 9.1% from 2023 to 2030. Over the projection period, increased passion for sports and outdoor recreational activities among the country?s young population is predicted to fuel demand for athleisure gear.

One of the primary aspects driving this trend is a rise in consumer fitness and health consciousness, which is generating the demand for comfortable and fashionable clothes. The COVID-19 pandemic has drastically altered the yoga landscape around the world. Yoga studios, gyms, health clubs, and other locations where in-person group yoga lessons were held were shut down or temporarily closed on a global scale as a result of the lockdown measures. However, the shift from in-person sessions to online platforms supported the market growth.

Furthermore, several businesses concentrate on specific active wear product categories and prioritize customer satisfaction. Several businesses also offer tailored gear that is best suited to different types of customers, as well as professional advice to help customers choose the right product. Sustainability, a long-standing fashion trend, has made its way into the athleisure sector. Consumers continue to find and invest in new items made of sustainable, durable, and high-quality materials, according to Forbes, and many firms are attempting to bridge the gap between fashion and innovative-functional designs. Gap, which owns both Old Navy and Athleta, is far from the only shop reaping the benefits of athleisure, which is more properly described as a category of clothes that can be worn for both sports activities and casual wear.

During the pandemic, customers were drawn to loungewear like leggings, pajama sets, and other comforting alternatives. The Old Navy store reshuffled its store layout to accommodate this trend, placing those items right at the door. Major companies are introducing new goods with stretchy fabric that can be worn on a run or to the supermarket to gain a higher market share. Kohl?s unveiled its own active wear brand, FLX, in early 2021, while Target debuted All in Motion, a new workout label, earlier in 2020. People between the age group of 16 and 30 years are the most active athleisure consumers. As fitness is becoming more essential, a slightly older age group also forms a part of the target consumer base. The women?s athleisure products, in particular, have witnessed the most rapid growth. (Source: www.grandviewresearch. com)

INDIAN ECONOMY

The overall growth remains robust and is estimated to be 6.9 percent for the full year with real GDP growing

7.7 percent year-on-year during the first three quarters of fiscal year 2022/23. There were some signs of moderation in the second half of FY 22/23. Growth was underpinned by strong investment activity bolstered by the government?s capex push and buoyant private consumption, particularly among higher income earners. Inflation remained high, averaging around

6.7 percent in FY22/23 but the current-account deficit narrowed in Q3 on the back of strong growth in service exports and easing global commodity prices.

The World Bank has revised its FY 23/24 GDP forecast to 6.3 percent from 6.6 percent (December 2022). Growth is expected to be constrained by slower consumption growth and challenging external conditions. Rising borrowing costs and slower income growth will weigh on private consumption growth, and government consumption is projected to grow at a slower pace due to the withdrawal of pandemic- related fiscal support measures.

Although headline inflation is elevated, it is projected to decline to an average of 5.2 percent in FY 23/24, amid easing global commodity prices and some moderation in domestic demand. The Reserve Bank of India?s has withdrawn accommodative measures to rein in inflation by hiking the policy interest rate. India?s financial sector also remains strong, buoyed by improvements in asset quality and robust private- sector credit growth.

The central government is likely to meet its fiscal deficit target of 5.9 percent of GDP in FY 23/24 and combined with consolidation in state government deficits, the general government deficit is also projected to decline. As a result, the debt-to-GDP ratio is projected to stabilize. On the external front, the current account deficit is projected to narrow to

2.1 percent of GDP from an estimated 3 percent in FY 22/23 on the back of robust service exports and a narrowing merchandise trade deficit. (Source: www. worldbank.org)

INDIAN TEXTILE INDUSTRY

India?s textiles sector is one of the oldest industries in the Indian economy, dating back to several centuries. The industry is extremely varied, with hand-spun and hand-woven textiles sectors at one end of the spectrum, with the capital-intensive sophisticated mills sector at the other end. The fundamental strength of the textile industry in India is its strong production base of a wide range of fibre/yarns from natural fibres like cotton, jute, silk and wool, to synthetic/man-made fibres like polyester, viscose, nylon and acrylic.

The decentralised power looms/ hosiery and knitting sector form the largest component of the textiles sector. The close linkage of textiles industry to agriculture (for raw materials such as cotton) and the ancient culture and traditions of the country in terms of textiles makes it unique in comparison to other industries in the country. India?s textiles industry has a capacity to produce a wide variety of products suitable for different market segments, both within India and across the world.

In order to attract private equity and employee more people, the government introduced various schemes such as the Scheme for Integrated Textile Parks (SITP), Technology Upgradation Fund Scheme (TUFS) and Mega Integrated Textile Region and Apparel (MITRA) Park scheme.

The Indian textile and apparel industry is expected to grow at 10% CAGR from 2019-20 to reach US$ 190 billion by 2025-26. India has a 4% share of the global trade in textiles and apparel.

India is the world?s largest producer of cotton. Estimated production stood at 362.18 lakh bales during cotton season 2021-22. Domestic consumption for the 2021-22 cotton season is estimated to be at 338 lakh bales. Cotton production in India is projected to reach 7.2 million tonnes (43 million bales of 170 kg each) by 2030, driven by increasing demand from consumers.

Production of fibre in India reached 2.40 MT in FY21 (till January 2021), while for yarn, the production stood at 4,762 million kgs during the same period. India?s textile and apparel exports (including handicrafts) stood at US$ 44.4 billion in FY22, a 41% increase YoY. India?s textile and apparel exports to the US, its single largest market, stood at 27% of the total export value in FY 22. Exports of readymade garments including cotton accessories stood at US$ 6.19 billion in FY 22.

India?s textiles industry has around 4.5 crores employed workers including 35.22 lakhs handloom workers across the country. (Source: www.ibef.org)

5. BUSINESS STRATEGY TEXTILE UNIT:

The business strategy is to come forward and contribute for Eco friendly environment and mission GO GREEN. As climate concerns continue to grow, people are making an effort to live more sustainable lifestyles and businesses are taking steps to reduce the negative impact they have on the environment.

Sustainable fabric has been a growing trend in the fashion industry for some time, but there are far more widespread applications coming into play now including transportation, military and medical use.

To full fill today industry requirement JCT is taking initiative to optimize its product mix for sustainable textiles and materials derived from ecofriendly resources like natural fibers, and recycled materials. Fabrics and textiles are produced by taking into consideration each step from cultivation to printing and finishing processes. Lesser the chemicals and effluents, better the environment.

The company?s focus is provide turnkey solutions to Institutional buyers, getting nominated by major global brands and produce more value added fabrics to provide one stop solution to customers by offering garments to benefits the customer with competitive price and shorter lead time.

The strategy of the unit is to optimize its product mix in order to have better profitability in existing business. The company has increased Garment capacities and planning to further upgrade the facility by enhance the capacity of spinning/weaving/processing and Garmenting.

FILAMENT UNIT

The focus is on to develop new products for catering different end-users, more production of conventional dyed and dope dyed yarn for domestic and export markets. The Unit is also focusing on increasing Production capacity of Mono, HOY/IDY/FDY & CRIMP/DYED to increase market share in domestic and international market.

6. OPERATIONS

TEXTILES:

The textile unit at Phagwara, despite challenging business environment, the unit produced and sold 249.34 lakhs and 233.63 lakhs meters of fabrics respectively. The capacities are underutilized due to tight liquidity and margins were also under strain on account of high fixed cost in comparison of the production. However the Company has been taking cost cutting measures without affecting quality parameters in line with the business requirements.

NYLON FILAMENT YARN:

Nylon Filament Unit has been one of the top Textile Grade Nylon Yarn manufacturers in India with installed capacity of 16000 TPA and 1000 TPA for Nylon Chips.

The unit has manufactured 8715 MT of filament yarn and 66.37 MT of Chips during 2022-23 and sold 8865.50 MT & 68.35 MT during 2022-23. Capacity utilization is lower mainly on account of dearth of working capital.

7. OPPORTUNITIES AND THREATS

The global textile market is currently worth $530.97 billion and it is expected to grow at 8.3 per cent CAGR to reach $575.06 billion in 2022. The sector?s market share is expected to grow at 7.2 per cent CAGR and be worth $760.21 billion in 2026. Growth will be dominated by the Asia-Pacific market valued at $234.2 billion in 2021. The market accounted for 0.69 per cent of the region?s GDP during the year. The Indian textile and clothing industry is very old and plays a very important part in the Indian economy and is one of the biggest in the world. Except China, no other nation can match the size, spread, depth and competitiveness of the Indian textile and clothing industry.

The Indian textile industry has various opportunities like technical textiles, product development and diversification, FDI and brand recognition. Technical textiles offer the opportunity to the Indian textile industry to maintain the present current growth and flourish in near future. India is not using technical textiles much. Both nonwoven and woven technical textiles will thrive in India in coming years. Another opportunity for the Indian textile industry is elimination of quotas. Emerging Retail Industry and malls provide huge opportunities for the apparel, handicraft and other segments of the industry.

Some of the new challenges are safety, lack of supply and demand in addition to liquidity crunch, Lack of balance between price and quality and International Labor and Environmental Laws.

8. RISK AND CONCERN THE MANAGEMENT PRECIEVES

The textile industry faces various financial risks, from having lenient payment terms to negotiating weak contracts. No industry is free from normal business risk and concerns. Textile Industry continues to face stiff competition from China, other Asian/emerging economies. Competitiveness of Industry is dependent upon factors like availability of domestic raw materials (particularly in case of cotton, dyes and chemicals (energy cost), fuel cost, husk and LPG0029 and prevalent interest rates in the regime. The industry being more capital intensive requires huge funds, long term as well as short term in the form of working capital for its running.

The Government through its Industrial Policies should support the industry so that Industry be able to enhance its competitive advantage to achieve sustained growth in Exports as well as domestic markets.

9. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL EFFECIENCY

The plants of the company operated at sub-optimum levels due to tight liquidity and non-availability of raw- materials and incurred a net loss of Rs. 81.71 Crores. The margins have been under strain due to tight liquidity, high interest and input cost compared to other countries. The company incurred higher finance cost of Rs. 43.88 Crores during the current financial year.

The company earned Operational EBIDTA of Rs. -26.17 Crores before OCI during the current financial year against Rs. 76.37 Crores of last year.

10. Key Financial Ratios

As per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the key financial ratios are given below:-

11. DETAILS OF ANY CHANGE IN RETURN ON NETWORTH

The net profit of the company for the year has impacted the return on net worth.

12. PERFORMANCE OF SUBSIDIARIES /ASSOCIATES

There are no subsidiaries or associates of the company.

13. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

Attracting, enabling and retaining talent have been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth. A robust Talent Acquisition system enables the Company to balance unpredictable business demands with a predictable resource supply through organic and inorganic growth. The total employee?s strength of the Company was 2994 as on 31st March, 2023. The industrial relation continued to remain cordial during the year.

14. FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended 31st March 2023 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonable present the Company?s state of affairs, profit/loss and cash flows for the year ended 31st March 2023.

15. ANNUAL RETURN

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is placed on the website of the Company at https://www.jct.co.in/balance-sheet.asp.

16. DIRECTORS? RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 that;

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) The directors 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 profit and loss of the company for that period;

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The directors have prepared the annual accounts on a going concern basis;

v) The directors, have laid down internal financial controls which were followed by the company, such internal financial controls are adequate and operating effectively; and

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

17. DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT, IF ANY

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

18. REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy have been posted on the website of the Company viz. www.jct.co.in.

19. AUDITORS STATUTORY AUDITORS

In terms of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Members of the Company in 73rd Annual General Meeting held on 28th September, 2023 approved the appointment of M/s S.P. Chopra & Company, Chartered Accountants (Registration No. 000346N), as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 73rd Annual General Meeting till the conclusion of 78th Annual General Meeting of the Company.

COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records relating to Textile & Filament Units every year. The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Goyal, Goyal & Associates, Cost Accountants, (Firm Registration No. FRN-000100) as Cost Auditor to audit the cost records of the Company for the Financial Year 2023-24.

Cost records are made and maintained as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

The Cost Audit Report for the financial year 202223 is under finalization and would be filed within the stipulated time with the Ministry of Corporate Affairs.

SECRETARIAL AUDIT

In compliance with the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Board has appointed Ms. Seema K & Associates, Company Secretaries (C.P No. 4397 and FCS No. 8054) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed and forms an integral part of this Report. There is no secretarial audit qualification for the year under review.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming a part of this annual report.

21. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties were on arm?s length basis and in the ordinary course of business. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company. Thus a disclosure in Form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. All related party transactions are mentioned in the notes to the accounts. All Related Party Transactions are placed before the Audit Committee as also before the Board for approval.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the company except remuneration / sitting fee or stated in the annual report.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

23. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies (Accounts) Rules, 2014 is annexed and forms integral part of this Report.

The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Act, the Report along with Accounts are being sent to the shareholders excluding the aforesaid Annexure. The said Annexure is open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the company, 21 days before and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees mentioned in the said statement is a relative of any Director of the Company and none of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

24. DIRECTORS

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Priya Thapar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for the re-appointment. The Board recommends her re-appointment. Brief profile of Ms Priya Thapar has been given in the Notice convening the Annual General Meeting.

Mr. Ramswaroop Samria?s tenure as Independent Director has expired on 29.05.2023. On the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on

29.05.2023, has recommended the re-appointment of Mr. Ramswaroop Samria as Independent Director of the Company for a further term of five years effective from 30^th May, 2023 subject to the approval of shareholders by special resolution.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, Regulation16(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, Mr. Sandeep Sachdeva has resigned from the post of Chief Financial Officer w.e.f.

08.12.2022. The Board on the recommendation of Audit Committee has appointed Mr. Rajnish Kumar Sood as Chief Financial Officer of the company w.e.f. 09.12.2022 who resigned from the post w.e.f. 14.02.2023 due to his health constraints. Further the Board approved the appointment of Mr. Kapil Raj Luthra as Chief Financial Officer of the company w.e.f. 23.02.2023.

25. FORMAL ANNUAL EVALUATION

The Board of Directors has carried out an annual valuation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. or by some external source.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board

and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

26. NUMBER OF MEETINGS OF BOARD AND ITS COMMITTEES

Four meetings of the Board were held during the year under review. For details of meetings of the Board, please refer to the Corporate Governance Report.

27. INTERNAL CONTROL SYSTEMS

Company has an effective internal control and risk- mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company?s internal control system is commensurate with its size, scale and complexities of its operations. In addition to statutory audit, the financial controls of the Company at various locations are reviewed by the Internal Auditors, who report their findings to the Audit Committee of the Board. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee. The Audit Committee is headed by an Independent Director which ensures independence of functions, and transparency of the process of supervision. The Committee meets on regular basis to review the progress of the internal audit initiatives, significant audit observations, planning and implementation of the follow-up action required. The Company conducts its business with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business.

The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence of the Company?s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions

thereon are presented to the Audit Committee of the Board.

28. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2023 stood at Rs. 217.08 Crores and during the year under review, the Company has not issued shares with differential voting rights.

29. CORPORATE GOVERNANCE

Company is fully committed to the philosophy of transparency and believes in conducting its business with due compliance of all the applicable laws, rules and regulations. In compliance with the Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly implemented the system of Corporate Governance and a separate report on Corporate Governance practices followed by the Company, together with a certificate from the Company?s Auditors confirming compliance forms an integral part of this Report.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 & rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Whistle Blower Policy to report genuine concerns or grievances for redressal. The Whistle Blower Policy has been posted on the website of the Company viz.www.jct.co.in. During the year under review no complaint was received by your company.

31. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the ‘General Reserve?.

32. RISK MANAGEMENT

The Risk Management Policy required to be formulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been duly formulated and approved by the Board of Directors of the Company. The aim of risk management policy is to maximize opportunities in all activities and to minimize adversity. The policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company. The risk management framework is reviewed periodically by the risk management teams at all the units of the Company constituted by the Board which monitors and evaluates the effectiveness of risk management framework of the Company and strengthens it.

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of this regulation are applicable on top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year.

33. CORPORATE SOCIAL RESPONSIBILITY

The Company has drafted the Corporate Social Responsibility Policy which may be accessed on the website of the Company www.jct.co.in. As per the policy the company spends, in every financial year, at least two per cent. of the average net profits of the company made during the three immediately preceding financial year, or where the company has not completed the period of three financial years since its incorporation, during such immediately preceding financial years and the preference will be given to the local area and areas around it where the company operates, for spending the amount earmarked for Corporate Social Responsibility activities. As there is net average loss incurred by the Company during the three preceding financial years, the company need not to spend any amount towards Corporate Social Responsibility activities during the year ended

31.03.2023. The CSR Committee comprises of three members. One member of the Committee is an Independent Director.

34. CONSERVATION OF RESOURCES

The Company firmly believes that without safe, clean environment and healthy working conditions, the overall economic growth cannot be achieved and maintained. The company also takes all possible measures to prevent accidents and occupational hazards. The manufacturing operations are conducted to ensure sensitivity towards the environment, minimize waste by encouraging "Green Initiative" practices and use of renewable resources. All employees are required to ensure that they fully understand all policies and comply with the requirements.

The Company requests its shareholders to join in its endeavor to conserve resources by updating relevant information for receiving online communication. Shareholders holding shares in dematerialized mode are requested to register their email address and mobile number with their depository participants. Those holding shares in physical mode have been requested to furnish their email address and mobile number with

the Company?s RTA, at investor.services@rcmcdelhi. com. Updating all the relevant information will enable shareholders to receive communications and dividends on time. Besides, every year, the Company ensures that electronic copies of the Annual Report and the Notice of the Annual General Meeting are sent to all members whose email addresses are registered with the Company /depository participant(s).

35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. During the year under review, the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has also formed an Internal Committee for addressing the complaints received under the said Act.

The company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. PROCEEDINGS UNDER IBC, 2016

No application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the current year 2022-23 as at the end of the financial year.

37. Valuation Under One Time Settlement

No one time settlement occurred during the year 2022-23. Thus, there is no requirement of stating the difference between valuation at time of one time settlement and while taking loans from Bank or Financial Institutions.

38. STATEMENT OF CAUTION

Statements in this Directors? Report and Management Discussion and Analysis describing the Company?s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied. Important factors that could make difference to the Company?s operations include raw material availability and its prices, cyclical demand and pricing in the Company?s principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

39. APPRECIATION & ACKNOWLEDGEMENTS

The Board of Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company?s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

#MDEnd#