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Directors Report of Jagatjit Industries Ltd.

Mar 31, 2023

The Directors have pleasure in presenting the 78^th [Seventy Eighth] Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended 31^st March, 2023.

FINANCIAL SUMMARY

The Board Report is prepared on the basis of standalone financial statements of the Company. The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

[Rs. in Lacs]
	2022-23	2021-22
Profit/[Loss] for the year after charging all expenses excluding financing charges and depreciation	4913	3961
Deduct : Financing Charges	3051	2882
Cash Profit/(Loss)	1862	1079
Deduct: Depreciation/Amortization	1001	996
Profit/(Loss) for the year before taxation and exceptional Items	861	83
Exceptional Items -Income	-	-
Profit/(Loss) for the year before taxation and after exceptional Items	861	83
Tax Expenses
- Income tax adjustment related to earlier years	-	4
Profit/(Loss) after tax from discontinuing operations	58	(17)
Profit/(Loss) after tax for the year	919	62
Other Comprehensive Income
- Fair value changes in Equity Instruments	3	1
- Re-measurement Gains/[Losses] on defined Benefit Plans	140	26
- Tax Impact on Re-measurement Gains/[Losses] on defined Benefit Plans	-	-
Total Comprehensive Income for the period	1062	89

STATE OF COMPANYâS AFFAIRS

During the year under review, the Gross Turnover [including income from Services & Other Sources] was '' 62,561 Lacs as compared to '' 50,392 Lacs during the previous year. The Company earned a profit before taxation of '' 861 Lacs as compared to profit before taxation of '' 83 Lacs during the previous year.

The turnaround strategy envisioned in the year 2019 led to significant changes. The improved profitability has instilled confidence in our investors, strengthened our market position and laid a solid foundation for sustainable growth and success in the future.

The Company''s primary focus is in the business of manufacturing, distributing and selling of IMFL brands with intent to provide superior brands at affordable prices along with malted milk food business. During Financial Year 2022-23, the Company sold 3.1 5 million IMFL cases as against 2.66 million IMFL cases during the previous year. The Company is also engaged in manufacturing of Country liquor in

the state of Punjab & Rajasthan, where it recorded gross volume of around 2.07 million cases. The Company is also planning to expand its export markets from 13 to 15 countries, with Nigeria and Russia as the new destinations for export.

Your Company''s focus is the operationalization of our grain-based ethanol manufacturing plant in FY 2024-25, which is a crucial step in order to significantly contribute to the Company''s revenus and profitability. The Company is also aiming to broaden the consumer base and fuel further growth, eventually reaching 22 states. The Company is continuously focusing on production of Extra Neutral Alcohol [ENA] and it had positive bearing on the performance of the Company in Financial Year 2022-23 by utilising its capacity and expects reasonable overall growth in future years also.

TRANSFER TO GENERAL RESERVE

During the year under review, no amount was transferred to General Reserve.

DIVIDEND

The Board proposes to utilize the profits for the operations of the Company and accordingly do not recommend any dividend.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and to the date of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no material change in the nature of business of the Company.

SHARE CAPITAL

During the year under review, there was no change in the Authorized Share Capital of the Company. However, due to allotment of 1,67,516 equity shares to the eligible employees under Jagatjit Industries Limited Stock Incentive Plan, 2021, the paid-up share capital as on 31^st March, 2023 increased from '' 46,14,81,120 to '' 46,31,56,280.

EMPLOYEES STOCK INCENTIVE PLAN

Pursuant to the approval of shareholders in the 76^th Annual General Meeting held on 30^th September, 2021, the Company has introduced and implemented the âJagatjit Industries Limited Stock Incentive Plan, 2021" (âJIL SIP 2021 â / âPlan"), in accordance with the provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The Nomination and Remuneration Committee (âNRC Committee") of the Board administers and monitors the JIL SIP 2021. During the year under review the NRC Committee had granted 4,83,000 stock options at an exercise price of '' 10/- per stock option on 25^th April, 2022.

Disclosures required under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 relating to Employees Stock Options as at 31^st March, 2023 are given in ''Annexure-1'' to this Report.

Further, a certificate from the Secretarial Auditors on the implementation of the Company''s Employees Stock Incentive Plan will be available at the ensuing Annual General Meeting for the inspection of the Members.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits, falling within the ambit of Section 73 of the Companies Act, 2013 (âthe Act") and the Companies (Acceptance of Deposits) Rules, 2014.

As on 31^st March, 2023, outstanding deposits of 10 persons, which have become due for repayment amounting to '' 6.5 Lacs remained unpaid. Out of this 1 person laid his claim for a deposit amounting

to '' 1 Lac. The balance amount of 9 persons amounting to '' 5.5 Lacs has since been deposited in IEPF in accordance with the provisions of Section 125 of the Companies Act, 2013 read with relevant rules.

During the year under review, there has been no default in repayment of deposits or interest thereon.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Holding Company:

As M/s LPJ Holdings Private Limited holds 65.17% voting rights in the Company i.e Jagatjit Industries Limited as on 31^st March, 2023 and by virtue of such holding M/s Jagatjit Industries Limited continued to be subsidiary company of M/s LPJ Holdings Private Limited as per the provisions of Section 2(87) of the Companies Act, 2013.

Subsidiary and Associate Companies:

During the year under review, M/s JIL Trading Private Limited, M/s L. P. Investments Limited, M/s Natwar Liquors Private Limited, M/s Sea Bird Securities Private Limited and M/s S. R. K. Investments Private Limited continued to be the subsidiary companies of the Company.

M/s Yoofy Computech Private Limited, one of the subsidiary Companies, not being in operations, had applied to the Registrar of Companies (ROC) for striking off its name. As the name of the Company has been struck off from ROC records, M/s Yoofy Computech Private Limited ceased to be the subsidiary of the Company.

During the year under review, M/s Hyderabad Distilleries & Wineries Private Limited continued to be an Associate Company of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company for the Financial Year 2022-23 are prepared in compliance with the applicable provisions of the Act, Indian Accounting Standards (âInd ASs") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations) which shall be placed before the members in their forthcoming Annual General Meeting (AGM).

In accordance with Section 129 (3) of the Act, a statement containing the salient features of the financial statements of subsidiary/ associate companies is being provided as Annexure in Form AOC-1 to the consolidated financial statements of the Company and therefore not being repeated to avoid duplication.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation

In accordance with the provisions of Section 1 52 of the Act and in terms of the Articles of Association of the Company, Mrs. Asha Saxena (DIN: 08079652), Non-Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for

re-appointment. Your Board recommends her re-appointment. Appointment / re-designation

Mrs. Asha Saxena [DIN: 08079652], who was appointed as an Additional Non-Executive Director of the Company by the Board of Directors w.e.f. 22^nd July, 2022 and in respect of whom the Company had received a notice in writing from a Member proposing her candidature for the office of Director, was appointed as Director of the Company liable to retire by rotation, in the 77^th Annual General Meeting of the Company held on 30^th September, 2022.

Mrs. Sushma Sagar [DIN: 02582144], who was appointed as a Director liable to retire by rotation and whose candidature for the office of Independent Director was recommended by the Nomination and Remuneration Committee and the Board of Directors, had been re-designated as Independent Director of the Company not liable to retire by rotation, to hold office for a term of five years, with effect from 22^nd July, 2022. The said appointment was confirmed by the shareholders in the 77^th AGM of the Company held on 30^th September, 2022.

Key Managerial Personnel

During the year under review, Mr. Ravi Manchanda, Managing Director, Mr. Anil Vanjani, Chief Executive Officer & CFO and Mr. Roopesh Kumar, Company Secretary continue to be the Key Managerial Personnel of your Company.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The number of meetings of the Board and various Committees thereof are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI [LODR] Regulations, as applicable.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 1 34[3] [c] read with Section 134 [5] of the Act, the Directors state that:

[a] in the preparation of Annual Accounts for the year ended 31^stMarch, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

[b] 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;

[c] the Directors 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;

[d] the Directors have prepared the annual accounts of the Company on a going concern basis;

[e] the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

[f] the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee or the Board, under section 143[12] of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which need to be mentioned in this Report.

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received necessary declarations from each Independent Director that he/she meets the criteria of independence as laid down under the Act read with Schedule IV and Rules made thereunder, as well as SEBI [LODR] Regulations including any amendment thereof. The Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfill / meet the criteria of independence.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In accordance with the provisions of Section 178[1] of the Act read with Rules made thereunder and SEBI [LODR] Regulations, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company have approved a policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director and other matters provided U/s 1 78[4]of the Act. The broad parameters covered under the Policy are:

â¢ Principle and Rationale

â¢ Company Philosophy

â¢ Guiding Principles

â¢ Nomination of Directors

â¢ Remuneration of Directors

â¢ Evaluation of the Directors

â¢ Nomination and Remuneration of the Key Managerial Personnel [other than Managing/ Whole-time Directors], Key-Executives and Senior Management.

â¢ Remuneration of other employees.

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive

attributes, independence of Directors and other related matters as provided under Section 178[3] of the Act forms part of this report. The policy is available on the website of the Company i.e. www.jagatjit.com.

The policy is not being sent along with this Report to the members of the Company in line with the provisions of Section 1 36 of the Act. The aforesaid Policy is available for inspection by Members at the Registered Office of the Company up to the date of the ensuing AGM during the business hours on all working days, except Saturdays. Members who are interested in obtaining these particulars of the said policy may write to the Company Secretary at the Registered Office of the Company.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 [3] [p] of the Act and the rules made thereunder, the Board was required to carry out Annual Performance Evaluation of the Board, its Committees and individual Directors. Additionally, as per provision of Regulation 17 [10] of SEBI [LODR] Regulations and Schedule IV of the Act, the performance evaluation of the independent directors was also to be done by the Board of Directors. Accordingly, the Board has carried out the annual evaluation of the Directors individually including the Independent Directors [wherein the concerned director being evaluated did not participate], the Board as a whole and following Committees of the Board of Directors:

i] Audit Committee;

ii] Nomination and Remuneration Committee;

iii] Stakeholders'' Relationship Committee; and

iv] Corporate Social Responsibility Committee.

The evaluation affirmed that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures.

It was acknowledged that every Director and the Committee of the Board contributed its best in the overall performance of the Company.

ANNUAL RETURN

In accordance with section 92[3] of the Companies Act, 2013 read with the Companies [Management and Administration] Rules, 2014, the draft annual return in e-form MGT-7 for financial year 2022-23 has been uploaded on Company''s website www.iagatiit.com. Members may also note that the annual return being uploaded on the website is a draft and the final annual return will be uploaded after the same is filed with the Ministry of Corporate Affairs [''MCA''].

AUDITORS AND AUDITORSâ REPORT

The Members of the Company vide their resolution passed at the 76^th [Seventy Sixth] AGM, appointed M/s. V. P. Jain & Associates, Chartered Accountants, New Delhi [FRN 015260N] as Statutory

Auditors of the Company for a term of 5 [five] years to hold office from the conclusion of 76^th Annual General Meeting until the conclusion of the 81^st Annual General Meeting of the Company to be held in the calendar year 2026.

The Auditors'' Report does not contain any qualification, reservation or adverse remarks. Other observations of the Statutory Auditors in their reports on standalone and consolidated financial statements are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with corresponding Rules framed thereunder, M/s. Saqib & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit of secretarial and related records of the Company for the Financial Year ended 31^st March, 2023.

A Secretarial Audit Report submitted by the Secretarial Auditors in Form No. MR-3 forms part of this report and is annexed herewith as Annexure-2.

ANNUAL SECRETARIAL COMPLIANCE REPORT

A Secretarial Compliance Report for the financial year ended 31^stMarch, 2023 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, as received from M/s. Saqib & Associates, Company Secretaries, Secretarial Auditors of the Company, was submitted to the Bombay stock exchange.

COST AUDIT

Cost Audit Report for the financial year 2021-22 for Extra Neutral Alcohol [ENA] was duly filed by the Cost Auditors with the Ministry of Corporate Affairs within the due date of filing vide SRN F29272705 dated 13.10.2022.

The Company is maintaining applicable Cost Records as specified under Section 148 of the Companies Act, 2013 and the records for the Financial Year 2022-23 shall be audited by the Cost Auditors M/s. P. K. Verma & Co., Cost Accountants.

The Board of Directors, on the recommendation of the Audit Committee, has re-appointed M/s P. K. Verma & Co., Cost Accountants, Chandigarh [Firm Registration No. 0005111], as Cost Auditors of the Company for the financial year 2023-24, for conducting the audit of the cost records maintained by the Company for Extra Neutral Alcohol [ENA] product of the Company. A resolution seeking member''s ratification for the remuneration payable to the Cost Auditors for the financial year 2023-24 forms part of the notice of the 78^th Annual General Meeting of the Company and the same is recommended for your consideration and approval.

INTERNAL FINANCIAL CONTROLS

The Company generally has in place adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested, and the Auditors reported that the

Company generally has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls were generally operating effectively as on 31^st March, 2023. In some areas, the controls were effective but need to be further strengthened. The Company is taking necessary steps to further strengthen the same. In view of the provisions under the Act the report on the Internal Financial Control issued by M/s. V. P. Jain & Associates, Chartered Accountants, the Statutory Auditors of the Company is annexed to the Audit Report on the Financial Statements of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements and for the sake of brevity; the same are not being repeated.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered into by the Company with Related Parties, as defined under the Act and SEBI (LODR) Regulations, during the Financial Year 2022-23 were at arm''s length basis and in the ordinary course of business. As per the provisions of Section 188 of the Act and Rules made thereunder, read with Regulation 23 of SEBI (LODR) Regulations, your Company has obtained necessary approval of the Audit Committee before entering into such transactions and the same has been reviewed periodically.

Your Company has framed a Policy on Related Party Transactions in accordance with SEBI (LODR) Regulations and as per the amended provisions of the Act. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. The policy is uploaded on the website of the Company at www.jagatjit.com.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the aforesaid Policy of the Company on Related Party Transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company. Rather, they synchronised and synergised with the Company''s operations. Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note No. 34 of the Standalone Financial Statements, forming part of the Annual Report.

Since all the transactions which were entered into during the Financial Year 2022-23 were at arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the Financial Year 2022-23 as per Related Party Transactions Policy, hence no details are required to be provided in Form AOC-2 prescribed under Clause (h) of Sub-section (3) of Section 1 34 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

The composition, role, functions and powers of the Corporate Social Responsibility (CSR) Committee of the Company are in accordance with the requirements of the Act. Presently, the CSR Committee comprises of Mrs. Kiran Kapur, Independent Director, Mrs. Anjali Varma, Non-Executive Director and Mr. Ravi Manchanda, Managing Director as Members.

The CSR Policy of the Company as approved by the CSR Committee is also available on the website of the Company at www.iagatiit.com.

During the year under review, in terms of Section 1 35(5) of the Act, no such activities were required to be undertaken by the Company.

RISK MANAGEMENT

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. Your Company''s Risk management framework ensures compliance with the provisions of SEBI (LODR) Regulations. Your Company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are: securing critical resources; ensuring sustainable plant operations; cordial relations with the workers; ensuring cost competitiveness including logistics; maintaining and enhancing customer service standards and resolving environmental and safety related issues.

The Board of Directors has adopted a formal Risk Management Policy for the Company and the same is available at the website of the Company at www.jagatjit.com. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board''s Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31^st March, 2023 forms part of this report.

The above is not being sent along with this Report to the Members of the Company in line with the provision of Section 136 of the Act. The same is available for inspection by Members at the Registered Office of the Company upto the date of the ensuing AGM during the business hours on all working days, except Saturdays. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 1 34(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this report and is annexed

herewith as Annexure-3.

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (LODR) Regulations, in both letter and spirit. The Company''s core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, your Directors cumulatively at the Board level, advocate good governance standards at the Company. Your Company has been built on a strong foundation of good Corporate Governance.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from M/s. Saqib & Associates, Company Secretaries, confirming compliance with the requirements of Regulation 34 read with Schedule-V of the SEBI (LODR) Regulations forms part of this report and is annexed herewith as Annexure-4.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated under Regulation 34 read with Schedule-V of the SEBI (LODR) Regulations is presented in separate section forming part of the Annual Report.

LISTING OF SHARES OF THE COMPANY

The shares of your Company are listed on the BSE Limited. The Listing fees for the Financial Year 2023-24 has been paid to the BSE Limited.

RESEARCH AND DEVELOPMENT (R&D)

The Company takes regular steps for R&D in the manufacturing process and optimum utilization of its resources. No major capital investment was made for R&D during the year under review.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable security laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include economic and political conditions in India and other countries in which the Company operates, volatility in interest rates, changes

in government regulations and policies, tax laws, statutes and other incidental factors. The Company does not undertake to update these statements.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:-

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

3. 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.

4. Issue of Sweat Equity Shares.

5. Further, the Board of Directors also confirms that the Company is in regular compliance of applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, State Governments, the Banks / Financial Institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

Mar 31, 2018

Board''s Report

Dear Members,

Your Directors have pleasure in presenting the 73rd [Seventy Third] Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31 , 2018.

Financial Summary

		[Rs. in Lacs)
	2017-18	2016-17
Profit/[Loss] for the year after charging all expenses excluding financing charges and depreciation	[642]	[3,469]
Deduct : Financing Charges	5,509	4,904
Cash Profit/(Loss)	(6,151)	(8,373)
Deduct: Depreciation/ Amortisation	1,212	1,272
Profit/(Loss) for the year before taxation	(7,363)	(9,645)
Tax Expenses Current Tax
-MAT Credit Reversal		99
-Previous Year Tax Adjustment	5	[447]
-Deferred Tax [Benefit]/Charge	[357]	372
-Profit/[Loss] after tax from discontinuing operations	[396]	[1,759]
Profit/(Loss) after tax for the year	(7,407)	(11,428)
Other Comprehensive Income
- Re-Measurement [Gains]/Losses on defined Benefit Plans	39	406
-Tax Impact on Re-Measurement [Gains]/Losses on defined Benefit Plans	[13]	[139]
Total Comprehensive Income for the period	[7,433]	[11,695]

State of Company''s Affairs

During the year under review, the Gross Turnover [including income from Services & Other Sources] was Rs. 56,710 Lacs as compared to Rs. 84,758 Lacs during the previous year. The Company incurred a loss before taxation of Rs. 7,363 Lacs as compared to loss before taxation of Rs. 9,645 Lacs during the previous year.

To meet its fund requirements, to dilute its high interest rate loans and to provide working capital, the Company has entered upon an agreement subject to permission of authorities, to sell for development and thereafter disposal of part of leasehold land of its Glass unit which is non-operational since April, 2013 situated at Plot No. 17, Site No. 4, Sahibabad Industrial Area, Sahibabad, Ghaziabad. The Company is hopeful of receipt of formal approval shortly.

Transfer to General Reserve

In view of losses, no amount has been transferred to General Reserve.

Dividend

In view of the losses incurred by the Company during the year under review, the Board of Directors of your Company do not recommend any dividend.

Material Changes and Commitments, if any, Affecting the Financial Position of the Company

Change in the Nature of Business, if any

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

Share Capital

During the year under review, there was no change in the Authorised or Paid-up share capital of the Company.

Fixed Deposits

During the year under review, the Company has not accepted any deposits, falling within the ambit of Section 73 of the Companies Act, 2013 ["the Act"] and the Companies [Acceptance of Deposits] Rules, 2014.

As on March 31, 2018, 118 persons whose Fixed Deposits/Loans with the Company amounting to Rs. 71.42 Lacs had become due for payment during the year, did not claim their Deposits/Loans. Out of these, Fixed Deposits/Loans of 06 persons amounting to Rs. 4.30 Lacs have since been paid.

During the year under review, there has been no default in repayment of deposits or interest thereon.

Subsidiary and Associate Companies

During the year under review, M/s. JIL Trading Private Limited, M/s. L P. Investments Limited, M/s. Sea Bird Securities Private Limited and M/s. S. R. K. Investments Private Limited continued to be the subsidiary companies of the Company. Further, during the year under review, M/s. Yoofy Computech Private Limited [formerly known as JILI Hotels & Resorts Private Limited] has been incorporated as a subsidiary of the Company with effect from May 15, 2017.

During the year under review, M/s. Hyderabad Distilleries & Wineries Private Limited continued to be an Associate Company of the Company.

Consolidated Financial Statements

The Consolidated Financial Statements of your Company for the Financial Year 2017-18 are prepared in compliance with the applicable provisions of the Act, Indian Accounting Standards ["Ind ASs"] and the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 [[SEBI [LODR] Regulations] which shall be placed before the members in their forthcoming Annual General Meeting [AGM].

In accordance with Section 129[3] of the Act, a statement containing the salient features of the financial statement of subsidiary / associate / joint venture companies is provided as Annexure in Form AOC - 1 to the consolidated financial statements of the Company and therefore not repeated to avoid duplication.

Directors and Key Managerial Personnel Appointments

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on March 15, 2018 has approved the appointment of Mrs. Asha Saxena [DIN: 08079652] [subject to the approval of Members by an ordinary resolution] as an Additional Nonexecutive Independent Director of the Company to hold office for a period of up to 5 [Five] years and of Mrs. Sushma Sagar [DIN: 02582144] as an Additional Non-Executive Director with effect from March 1 5, 2018.

Accordingly, Mrs. Asha Saxena and Mrs. Sushma Sagar would hold office up to the date of the ensuing AGM. In terms of relevant provisions of the Act, Mrs. Asha Saxena, being eligible and offering herself for appointment, is proposed to be appointed as an Independent Director for a term of up to 5 [Five] years with effect from March 15, 201 8 and Mrs. Sushma Sagar, being eligible and offering herself for appointment, is proposed to be appointed as a Non-Executive Director of the Company. Notice[s] proposing their candidatures under Section 160 of the Act, have been received from Member[s] of the Company.

Your Company has received necessary declarations from Mrs. Asha Saxena that she meets the criteria of independence as laid down under the Act read with Schedule IV and Rules made thereunder, as well as SEBI [LODR] Regulations including any amendment thereof. The Board considered the independence of Mrs. Asha Saxena in terms of above provisions and is of the view that she fulfills / meets the criteria of independence.

The Board is of the opinion that it would be in the interest of the Company to avail services of Mrs. Asha Saxena and Mrs. Sushma Sagar as Directors of the Company and accordingly, recommends their appointment.

Retirement by Rotation

In accordance with the provisions of Section 1 52 of the Act and in terms of the Articles of Association of the Company, Mrs. Anjali Varma [DIN: 01250881 ], Non-Executive Director is liable to retire by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Your Board recommends her re-appointment.

Resignation

During the year under review, Mr. Varun Kapoor and Ms. Roshini Sanah Jaiswal resigned from the Board with effect from December 14, 2017 and February 1, 2018, respectively. The Board places on record its sincere appreciation for the valuable services rendered by Mr. Varun Kapoor and Ms. Roshini Sanah Jaiswal during their tenure as Directors of the Company.

Key Managerial Personnel

During the year under review, Mr. Anil Girotra, Chief Financial Officer and Mr. K. K. Kohli, Company Secretary and Compliance Officer continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 2[51] and Section 203 of the Act read with Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014.

Mr. Ravi Manchanda was designated as Managing Director of the Company with effect from April 28, 201 7. He continues to be the Managing Director, thereafter.

Meetings of the Board and its Committees

Directors'' Responsibility Statement

Pursuant to Section 134[3][c] read with Section 134[5] of the Act, the Directors state that:

[a] in the preparation of Annual Accounts for the year ended March 31, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

[d] the Directors have prepared the annual accounts of the Company on a going concern basis;

[e] the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

[f] the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Declaration by Independent Directors

Your Company has received necessary declarations from each Independent Director that he / she meets the criteria of independence as laid down under the Act read with Schedule IV and Rules made thereunder, as well as SEBI [LODR] Regulations including any amendment thereof. The Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfill / meet the criteria of independence.

Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other Employees

In accordance with the provisions of Section 178[1 ] of the Act read with Rules made thereunder and SEBI [LODR] Regulations, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company have approved a policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178[4]. The broad parameters covered under the Policy are:

â¢ Principle and Rationale

â¢ Company Philosophy

â¢ Guiding Principles

â¢ Nomination of Directors

â¢ Remuneration of Directors

â¢ Evaluation of the Directors

â¢ Nomination and Remuneration of the Key Managerial Personnel [other than Managing / Whole-time Directors], Key-Executives and Senior Management.

â¢ Remuneration of other employees.

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178[3] of the Act is given in separate Annexure to this report. The policy is also available on the website of the Company i.e. www.jagatjit.com.

The above Annexure is not being sent along with this Report to the members of the Company in line with the provisions of Section 136 of the Act. The aforesaid Annexure is available for inspection by Members at the Registered Office of the Company up to the date of the ensuing AGM during the business hours on working days, except Saturdays. Members who are interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company.

Annual Performance Evaluation

Pursuant to the provisions of Section 134[3] [p] of the Act and the rules made thereunder, the Board was required to carry out the Annual Performance Evaluation of the Board, its Committees and individual Directors. Additionally, as per provision of Regulation 17[10] of SEBI [LODR] Regulations and Schedule IV of the Act, the performance evaluation of the independent directors was also to be done by the Board of Directors. Accordingly, the Board has carried out the annual evaluation of the Directors individually including the Independent Directors [wherein the concerned director being evaluated did not participate], Board as a whole, and following Committees of the Board of Directors;

i] Audit Committee;

ii] Nomination and Remuneration Committee;

iii] Stakeholders'' Relationship Committee; and

iv] Corporate Social Responsibility Committee.

The evaluation concluded by affirming that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures.

It was acknowledged that every Director and the Committee of the Board contributed its best in the overall performance of the Company.

Extract of Annual Return

In accordance with the provisions of Section 92 of the Act read with the Companies [Management and Administration] Rules, 2014, the extract of Annual Return of the Company in Form MGT-9 forms part of this Report and is annexed herewith as Annexure - 1 and the same is available in the website of the Company at www.jagatjit.com

Auditors and Auditors'' Report

The Members of the Company vide their resolution passed at the 72nd [Seventy Second] AGM read with their resolution passed through postal ballot on November 10, 2017 appointed M/s. Madan & Associates, Chartered Accountants [Firm Registration Number 000185N] as the Statutory Auditors of the Company who shall hold office of Statutory Auditors until the conclusion of 76th [Seventy Sixth] AGM of the Company to be held for the financial year 2020-21 subject to ratification by members at every AGM. However, in accordance with the Companies Amendment Act, 2017, notified on May 7, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is now not required to be ratified at every AGM. M/s. Madan & Associates have confirmed their independence and eligibility under the provisions of the Act S. SEBI [LODR] Regulations.

The Statutory Auditors in their report for the financial year ended March 31, 2018 have made certain qualifications / remarks which forms part of this Report alongwith Board''s explanations and comments and is annexed herewith as Annexure - 2.

Other observations of the Statutory Auditors in their Report on standalone and consolidated financial statements for the year ended March 31, 2018 are self-explanatory and therefore do not call for any further comments.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act read with corresponding Rules framed thereunder, M/s. Pranav Kumar S. Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit of secretarial and related records of the Company for the Financial Year ended March 31, 2018.

A Secretarial Audit Report submitted by the Secretarial Auditors in Form No. MR-3 forms part of this report and is annexed herewith as Annexure - 3.

Cost Audit

In terms of Section 148 of the Act and the Companies [Cost Records and Audit] Rules, 2014 and any amendment thereto, Cost Audit is not applicable to the Company.

Internal Financial Controls

The Company generally has in place adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested, and the Auditors reported that the Company generally has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were generally operating effectively as at March 31, 2018, except in respect of trade receivable reconciliation and provision for bad and doubtful debts where controls were found to be ineffective. The Board''s response with respect to the trade receivable reconciliation and provision for bad and doubtful debts is mentioned in Annexure - 2 to this report. Further, the Auditors have stated that in some areas the controls were effective but need to be strengthened. The Company is taking necessary steps to further strengthen the same. The report on the Internal Financial Control issued by M/s. Madan & Associates, Chartered Accountants, the Statutory Auditors of the Company in view of the provisions under the Act is annexed to the Audit Report on the Financial Statements of the Company.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

Related Party Transactions

All contract / arrangement / transactions entered into by the Company with Related Parties, as defined under the Act and SEBI [LODR] Regulations, during the Financial Year 2017-18 were at arm''s length basis and in the ordinary course of business. As per the provisions of Section 188 of the Act, and Rules made thereunder read with Regulation 23 of SEBI [LODR] Regulations,

your Company has obtained necessary approval of the Audit Committee before entering into such transactions and the same has been reviewed periodically.

Your Company has framed a Policy on Related Party Transactions in accordance with SEBI [LODR] Regulations and as per the amended provisions of the Act. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. The policy is uploaded at the website of the Company at www.jagatjit.com

During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the aforesaid Policy of the Company on Related Party Transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company. Rather, they synchronised and synergised with the Company''s operations. Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note no. 39 of the Standalone Financial Statements, forming part of the Annual Report.

Since all the transactions which were entered into during the Financial Year 201 7-1 8 were on an arm''s length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the Financial Year 2017-18 as per Related Party Transactions Policy, hence no details are required to be provided in Form AOC-2 prescribed under Clause [h] of Sub-section [3] of Section 134 of the Act and Rule 8[2] of the Companies [Accounts] Rules, 2014.

Corporate Social Responsibility [CSR]

The composition, role, functions and powers of the Corporate Social Responsibility [CSR] Committee of the Company are in accordance with the requirements of the Act. Presently, the CSR Committee comprises of Mrs. Kiran Kapur [Independent Director]; Mrs. Anjali Varma [Non-Executive Director] and Mr. Ravi Manchanda [Managing Director] as Members.

The CSR Policy of the Company as approved by the CSR Committee is also available on the website of the Company at www.jagatjit.com.

During the year under review, the Company did not meet the requirement of Section 135[5] of the Act, therefore, no such activities were required to be undertaken by the Company.

Risk Management

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. Your Company''s Risk management

framework ensures compliance with the provisions of SEBI [LODR] Regulations. Your Company has institutionalised the process for identifying, minimising and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are: securing critical resources; ensuring sustainable plant operations; cordial relations with the workers, ensuring cost competitiveness including logistics; maintaining and enhancing customer service standards and resolving environmental and safety related issues.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Boand''s Report pursuant to Section 197 of the Act read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 for the year ended March 31, 2018 is given in a separate Annexure to this report.

The above annexure is not being sent along with this Report to the members of the Company in line with the provision of Section 136 of the Act. The aforesaid Annexure is available for inspection by Members at the Registered Office of the Company upto the date of the ensuing AGM during the business hours on working days, except Saturdays. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134[3][m] of the Act read with Rule 8[3] of the Companies [Accounts] Rules, 2014 forms part of this report and is annexed herewith as Annexure - 4.

Corporate Governance

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI [LODR] Regulations in both letter and spirit. The Company''s core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, your Directors cumulatively at the Board level, advocate good governance standards at the Company. Your Company has been built on a strong foundation of good Corporate Governance.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from a firm of Practicing Company Secretaries confirming compliance with the requirements of Regulation 34 read with Schedule-V of the SEBI [LODR] Regulations forms part of this report and is annexed herewith as Annexure - 5 and 6 respectively.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as stipulated under Regulation 34 read with Schedule-V of the SEBI [LODR] Regulations is presented in separate section forming part of the Annual Report.

Listing of Shares of the Company

The shares of your Company are listed on the BSE Limited. The Listing fees for the Financial Year 2018-19 has been paid to the BSE Limited.

Research And Development (R&D)

The Company takes regular steps for R&D in the manufacturing process and optimum utilisation of its resources.

No capital investment was made for R&D during the year under review.

Cautionary Statement

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable security laws and Regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government Regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

â¢ Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

â¢ The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

â¢ 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.

â¢ Sweat Equity Shares.

â¢ No cases were filed pursuant to Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.

â¢ Further, the Board of Directors also confirm that the Company is in the regular compliance of applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

Acknowledgement

		For and on behalf of the Board For Jagatjit Industries Limited
	Ravi Manchanda	Kiran Kapur
	Managing Director	Director
	[DIN: 00152760]	[DIN: 02491308]
September 20, 2018
New Delhi

Annexure-1

Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on March 31, 2018

[Pursuant to Section 92(3] of the Companies Act, 2013 and Rule 12(1] of the Companies (Management and Administration] Rules, 2014]

I. Registration and Other Details

i]	CIN:	L1 5520PB1944PLC001970
ii]	Registration Date:	August 09, 1944
iii]	Name of the Company:	Jagatjit Industries Limited
iv]	Category/ Sub Category of the Company:	Public Company/ Limited by shares
v]	Address of the Registered Office and Contact details:	Jagatjit Nagar, Dist. Kapurthala, Punjab - 144802, Tel. [0181] 2783112 Fax: [0181] 2783118
vi]	Whether listed company Yes/ No:	Yes
vii]	Name, Address and Contact details of Registrar and Transfer Agent, if any:	Shares registry work is done in-house.

II. Principal Business Activities of the Company

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

SI. No.	Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the company
1	Alcoholic Beverages	1101	71.88

III. Particulars of Holding, Subsidiary and Associate Companies

SI. No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of Shares Held	Applicable Section
1	JIL Trading Private Limited 4th Floor, Bhandari House, 91, Nehru Place, New Delhi -110 019	U51109DL2010PTC207B48	Subsidiary	100.00%	2[87]
2	L P. Investments Limited Jagatjit Nagar, Dist. Kapurthala, Punjab - 144802	U65921PB1974PLC00352B	Subsidiary	98.26%	2[87]
3	Sea Bird Securities Private Limited Jagatjit Nagar, Dist. Kapurthala, Punjab - 144802	U65993PB2006PTC030689	Subsidiary	80.00%	2[87]
4	S. R. K Investments Private Limited 5th Floor, Bhandari House, 91, Nehru Place, New Delhi -110 019	U65999DL2009PTC191718	Subsidiary	100.00%	2[87]
5	Yoofy Computech Private Limited [Formerly Known as JILI Hotels & Resorts Private Limited] 4th Floor, Bhandari House, 91, Nehru Place, New Delhi -110 019	U74110DL2017PTC317426	Subsidiary	99.99%	2[87]
6	Hyderabad Distilleries & Wineries Private Limited 4th Floor, Bhandari House, 91, Nehru Place, New Delhi -110 019	U1 5511DL19B9PTC2B0186	Associate	32.88%	2[6]

IV. Share Holding Pattern

[Equity Share Capital Breakup as percentage of Total Equity] i Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				Change during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a] Individual / HUF	6,06,696	100	6,06,796	1.31	6,06,696	100	6,06,796	1.31
b] Central Govt
c] State Govt(s]	-	-			-		-
d] Bodies Corp.	1,15,34,769	25,00,000	1,40,34,769	30.41	1,15,34,769	25,00,000	1,40,34,769	30.41
e] Banks / Fl		-			-		-
f] Any other
Sub -total (A) (1):	1,21,41,465	25,00,100	1,46,41,565	31.72	1,21,41,465	25,00,100	1,46,41,565	31.72	-
(2) Foreign
a] NRIs-lndividuals		-					-	-
b] Other-Individuals		-					-	-
c] Bodies Corp.		10,03,800	10,03,800	2.18		10,03,800	10,03,800	2.18
d] Banks / Fl
e] Any other
Sub - total (A) (2):		10,03,800	10,03,800	2.18		10,03,800	10,03,800	2.18	-
Total shareholding of Promoter [A] = (A)(1) (A)(2)	1,21,41,465	35,03,900	1,56,45,365	33.90	1,21,41,465	35,03,900	1,56,45,365	33.90	-
B. Public Shareholding
(1) Institutions
a] Mutual Funds	400	700	1,100		400	700	1,100	-	-
b] Banks / Fl	1,272	900	2,172		1,272	900	2,172	-	-
c] Central Govt
d] State Govt(s]
e] Venture Capital Funds
f] Insurance Companies						-		-	-
g] FIIS		200	200			200	200	-	-
h] Foreign Venture Capital Funds			-			-		-	-
i] Others [specify]			-	-		-		-	-
Sub-total (B)(1):	1,672	1,800	3,472	0.01	1,672	1,800	3,472	0.01	-
(2) Non-Institutions
a] Bodies Corp.
i] Indian	14,92,591	3,777	14,96,368	3.24	15,66,586	3,777	15,70,363	3.40	0.16
ii] Overseas			-	-		-		-	-
b) Individuals
i] Individual shareholders holding nominal share capital upto Rs. 1 lakh	13,16,204	4,95,376	18,11,580	3.92	11,44,997	4,85,796	16,30,793	3.53	[0.36]
ii] Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	15,37,461	2,22,610	17,60,071	3.81	16,48,256	2,22,610	18,70,866	4.05	0.22
c) Others (NRIs)	88,407	1,32,849	2,21,256	0.48	84,404	1,32,849	2,17,253	0.47	[0.01]
Sub-total (B)(2):	44,34,663	8,54,612	52,89,275	11.46	44,44,243	8,45,032	52,89,275	11.46	-
Total Public Shareholding (B)=(B) (1) (B)(2)	44,36,335	8,56,412	52,92,747	11.47	44,45,915	8,46,832	52,92,747	11.47
C. Shares held by Custodian for GDRs & ADRs	-	2,52,10,000	2,52,10,000	54.63	-	2,52,10,000	2,52,10,000	54.63
Grand Total (A B C)	1,65,77,800	2,95,70,312	4,61,48,112	100.00	1,65,87,380	2,95,60,732	4,61,48,112	100.00	-

ii Shareholding of Promoters
SI No.	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in shareholding during the year
		No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total shares
1	LPJ Holdings [P] Ltd.	74,18,648	16.08		74,18,648	16.08
2	LPJ Holdings [P] Ltd. [Special Series Shares]	25,00,000	5.42		25,00,000	5.42
3	Mr. Karamjit S. Jaiswal	5,31,780	1.15	-	5,31,780	1.15	-	-
4	Mr. Karamjit S. Jaiswal jointly with Mr. L.P. Jaiswal	100	0.00	-	100	0.00	-	-
5	K. S. J. Finance S. Holdings [P] Ltd.	11,92,256	2.58	-	11,92,256	2.58	-	-
6	R. J. Shareholdings [P] Ltd.	5,76,000	1.25	-	5,76,000	1.25	-	-
7	S J Finance and Holdings [P] Ltd.	11,30,304	2.45	-	11,30,304	2.45	-	-
8	Quick Return Investment Company Ltd.	1,14,904	0.25	-	1,14,904	0.25	-	-
9	Double Durable Investments Ltd.	1,11,657	0.24		1,11,657	0.24
10	Fast Buck Investments S. Trading [P] Ltd.	9,88,900	2.14		9,88,900	2.14
11	Snowhite Holdings [P] Ltd.	2,100	0.00		2,100	0.00
12	Mrs. Surjit Jaiswal	74,816	0.16		74,816	0.16
13	Mrs. Shakun Jaiswal	100	0.00		100	0.00
14	Orissa Holdings Ltd. [ OCB]	10,03,800	2.18		10,03,800	2.18
	Total	1,56,45,365	33.90	-	1,56,45,365	33.90

iii Change in Promoters'' Shareholding [please specify, if there is no change] - No change.

SI. No.	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
	At the beginning of the year	1,56,45,365	33.90	1,56,45,365	33.90
	Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease [e.g. allotment/ transfer/ bonus/ sweat equity etc]	-	-	-	-
	At the end of the year	1,56,45,365	33.90	1,56,45,365	33.90

iv Shareholding Pattern of top ten Shareholders [other than Directors, Promoters and Holders of GDRs and ADRs]

	Particulars	Shareholding at the beginning of the year		Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease [e.g. allotment / transfer/ bonus/ sweat equity etc]		At the end of the year [or on the date of separation, if separated during the year]	Cumulative Shareholding during the year
SI. No.	Name	No. of shares	% of total shares of the Company				No. of shares	% of total shares of the Company
1	Deepak Choudhry	5,69,404	1.23	09.03.2018	8,852	5,82,073	5,78,256	1.25
				16.03.2018	2,000		5,80,256	1.26
				31.03.2018	1,817		5,82,073	1.26
2	Oliver Investments [P] Ltd.	4,57,628	0.99			4,57,628	4,57,628	0.99
3	Dipender Bhardwaj Educare [P] Ltd.	4,21,537	0.91	-	-	4,21,537	4,21,537	0.91
4	Alaska Holdings [P] Ltd.	3,92,128	0.85			3,92,128	3,92,128	0.85
5	Surender Kumar Gupta	2,60,671	0.56	05.05.2017	2,000		2,62,671	0.57
				02.06.2017	4,867		2,67,538	0.58
				09.06.2017	100		2,67,638	0.58
				16.06.2017	400		2,68,038	0.58
				11.08.2017	2,000		2,70,038	0.59
				25.08.2017	1,120		2,71,158	0.59
				03.11.2017	[570]		2,70,588	0.59
				10.11.2017	[406]		2,70,182	0.59
				17.11.2017	[4,149]		2,66,033	0.58
				24.11.2017	[2,362]		2,63,671	0.57
				01.12.2017	[1,000]		2,62,671	0.57
				08.12.2017	[2,000]		2,60,671	0.56
				15.12.2017	[300]		2,60,371	0.56
				29.12.2017	[200]		2,60,171	0.56
				05.01.2018	[200]		2,59,971	0.56
				12.01.2018	729		2,60,700	0.56
				19.01.2018	[1,000]		2,59,700	0.56
				16.02.2018	300		2,60,000	0.56
				02.03.2018	1,675		2,61,675	0.57
				09.03.2018	[11,024]		2,50,651	0.54
				16.03.2018	[3,407]		2,47,244	0.54
				23.03.2018	[872]		2,46,372	0.53
				30.03.2018	1,826	2,48,198	2,48,198	0.54
6	R N Rubesh	2,17,135	0.47			2,17,135	2,17,135	0.47
7	Vibgyor Investors and Developers [P] Ltd.	-	-	12.01.2018	43,305		43,305	0.09
				19.01.2018	22,093		65,398	0.14
				26.01.2018 16,370			81,768	0.18
				02.02.2018 6,196			87,964	0.19
				31.03.2018	12,036	1,00,000	1,00,000	0.22
8	Harshvardhan Mansukhlal Vora	99,904	0.22	12.01.2018	[100]	99,304	99,804	0.22
				30.03.2018	[500]	99,304	99,304	0.22
9	Kailash Kumari Aggarwal	50,000	0.11	08.12.2017	8,818		58,818	0.13
				15.12.2017	24,834		83,652	0.18
				22.12.2017	9,295		92,947	0.20
				29.12.2017	10,795		1,03,742	0.22
				05.01.2018	1,140		1,04,882	0.23
				12.01.2018	28,124	1,33,006	1,33,006	0.29
10	Shiv Lal Verma	81,632	0.18	-	-	81,632	81,632	0.18

Notes: 1. Shareholding of members under multiple folios have been clubbed, wherever information is available.

2. The reason of all increase / decrease in the shareholding of the shareholders is due to the transfer [ /-] of the shares.

v Shareholding of Directors and Key Managerial Personnel

	Particulars		Shareholding at the beginning of the year		Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease [e.g. allotment/ transfer/ bonus/ sweat equity etc]	At the end of the year	Cumulative Shareholding during the year
SI. No.	Name	Director /KMP	No. of shares	% of total shares of the Company			No. of shares	% of total shares of the Company
1	Mrs. Kiran Kapur	Director	100	0.00	-	100	100	-
2	Mrs. Anjali Varma	Director	100	0.00	-	100	100	-
3	Ms. Sonya Jaiswal	Director	3,586	0.01	-	3,586	3,586	0.01
4	Mr. Ravi Manchanda	MD	100	0.00	-	100	100	-
5	*Mrs. Asha Saxena	Director	NA	NA			-	-
6	*Mrs. Sushma Sagar	Director	NA	NA	-	1,300	1,300	-
7	Mr. Anil Girotra	CFO	140	0.00	-	140	140	-
8	Mr. K. K. Kohli	CS	140	0.00	-	140	140	-

*Mrs. Asha Saxena and Sushma Sagar were appointed as a Director of the Company w.e.f. March 15, 2018

V Indebtedness

Indebtedness of the Company including interest outstanding / accrued but not due for payment

				[Amount in Rs)
	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i] Principal Amount	1,68,01,02,992	1,10,00,00,000	7,33,08,000	2,85,34,10,992
ii] Interest due but not paid	82,89,670	13,17,47,248	21,29,267	14,21,66,185
iii] Interest accrued but not due	1,26,53,601	2,40,278	81,50,000	2,10,43,879
Total (i ii iii)	1,70,10,46,263	1,23,19,87,526	8,35,87,267	3,01,66,21,056
Change in Indebtedness during the financial year
* Addition	2,65,85,00,000	-	-	2,65,85,00,000
* Reduction	1,08,88,04,957	1,23,19,87,526	4,07,27,155	2,36,15,19,638
Net Change	1,56,96,95,043	(1,23,19,87,526)	(4,07,27,155)	29,69,80,362
Indebtedness at the end of the financial year
i] Principal Amount	3,23,04,83,889		3,70,75,000	3,26,75,58,889
ii] Interest due but not paid	88,32,592		16,57,829	1,04,90,421
iii] Interest accrued but not due	3,14,24,824	-	41,27,283	3,55,52,107
Total (i ii iii)	3,27,07,41,305	-	4,28,60,112	3,31,36,01,417

VI Remuneration of Directors and Key Managerial Personnel

A Remuneration to Managing Director, Whole-time Directors and/or Manager

				[Amount in Rs)
SI. No.	Particulars of Remuneration	Name of MD/WTD/Manager		Total
		Ms. Roshini Sanah Jaiswal [WTD]*	Mr. Ravi Manchanda [MD]**
1	Gross salary
	[a] Salary as per provisions contained in Section 17[1] of the Income Tax Act, 1961	82,84,932	27,46,200	1,10,31,132
	[b] Value of perquisites under Section 17[2] of the Income Tax Act, 1961	18,23,028	11,38,243	29,61,271
	[c] Profits in lieu of salary under Section 1 7[3] of the Income Tax Act, 1961	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission	-	-	-
5	Others, please specify	-	-	-
	Total (A)	1,01,07,960	38,84,443	1,39,92,403
	Ceiling as per the Act	As per Part II of Schedule V of the Companies Act, 2013.

*Ms. Roshini Sanah Jaiswal was appointed on the Board effective April 28, 2017 and resigned from the Board effective February 01, 201 8 ''designated as Managing Director of the Company effective April 28, 2017

B Remuneration to other directors [sitting fee]

								(Amount in Rs)
SI. No.	Particulars of Remuneration	Name of Directors						Total
		Mr. Varun Kapoor	Mrs. Kiran Kapur	Mrs. Anjali Varma	Ms. Sonya Jaiswal	Mrs. Sushma Sagar	Mrs. Asha Saxena
1	Independent Directors Fee for attending Board/ Committee meetings Commission Others, please specify	-	4,20,000		4,00,000		-	8,20,000
	Total [1]	-	4,20,000		4,00,000		-	8,20,000
2	Other Non-Executive Directors
	Fee for attending Board/ Committee meetings			2,60,000				2,60,000
	Commission							-
	Others, please specify							-
	Total [2]			2,60,000				2,60,000
	Total (B)=(1 2)	-	4,20,000	2,60,000	4,00,000	-	-	10,80,000
	Total Managerial Remuneration**
	Overall Ceiling as per the Act	Rs. 1 Lakh for each Director as sitting fee for attending each meeting of the Board or its Committee.

Total Managerial Hemuneration to MD /WTDI (being the Total to A)

C Remuneration to Key Managerial Personnel other than MD / Manager / WTD

				[Amount in Rs)''
SI. No.	Particulars of Remuneration	Key Managerial Personnel
		Mr. Anil Girotra, Chief Financial Officer	Mr. K.K. Kohli, Company Secretary	Total
1	Gross salary
	[a] Salary as per provisions contained in Section 17[1 ] of the Income Tax Act, 1961	74,40,000	8,54,963	82,94,963
	[b] Value of perquisites under Section 17[2] of the Income Tax Act, 1961	71,69,862	15,25,341	86,95,203
	[c] Profits in lieu of salary under Section 17[3] of the Income Tax Act, 1961	-
2	Stock Option	-	-	-
3	Sweat Equity	-
4	Commission	-
5	Others, please specify	-	-	-
	Total	1,46,09,862	23,80,304	1,69,90,166

VII Penalties/ Punishment/ Compounding of Offences

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT / COURT]	Appeal made, if any [give Details]
A. COMPANY
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment
Compounding
B. DIRECTORS
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty	NIL	NIL	NIL	NIL	NIL
Punishment
Compounding

	For and on behalf of the Board
	For Jagatjit Industries Limited
	Ravi Manchanda	Kiran Kapur
September 20, 2018	Managing Director	Director
New Delhi	[DIN: 00152760]	[DIN: 02491308]

Annexure- 2

The remarks made by the Statutory Auditors in their Independent Audit Report are as follows

Point No. 1

In the opinion of the Management, Trade Receivable and Loans and Advances have a value on realization in the ordinary course of business, at least equal to the amount at which they are stated in the Balance Sheet.

During the financial year ended March 31, 2018 confirmatory letters had been sent to the sundry creditors, suppliers and Trade Receivables requesting them to confirm and reconcile the account balances as on March 31, 2018. A significant number of parties have not yet confirmed/reconciled the balances as on the date of signing of the financial statements. Company has a policy of providing for [a] all debts outstanding beyond 3 years or [b] where recovery is considered doubtful irrespective of the fact that legal action has been initiated or not. However non - moving debts outstanding beyond 1 year are to the extent of Rs. 750 Lacs for which confirmations and reconciliations are not available and have not been provided for. The system of obtaining confirmations and reconciliation need to be strengthened.

The Board''s explanations and comments on the above are as follows

The Company is in the process of reconciliations of its accounts with trade receivables / payables and other advances in the ordinary course of business. Any differences which result out of reconciliations are resolved / adjusted in the accounts. The Company always takes necessary steps for speedy recovery of the receivables outstandings. The Management is of the view that the Trade receivables /payables and other Advances as shown in the Statement of Accounts are debts considered good and recoverable in due course of time.

Point No. 2

An amount of Rs. 2,977 Lacs is outstanding in books of accounts of the Company, being an advance to its wholly owned subsidiary M/s S.R.K. Investments Private Limited, since 2010-11. No recovery of this amount has been made since disbursal of advance, to the aforementioned subsidiary.

The Company''s Management, based on internal assessments and evaluations, have represented that the balance outstanding advances are recoverable and that no accrual for diminution of advances is necessary as at balance sheet date. The Company has received confirmation from the aforementioned subsidiary on March 31, 2018.

The Company has not created a provision against this advance in its books of accounts. In our opinion, there is significant uncertainty and doubt about the recovery of this advance from the subsidiary, as considerable period of time has elapsed from grant of advance and therefore, a provision for doubtful advance should have been accounted for in the financial statements for the year ended March 31, 2018.

Consequently, the loss for the year ended March 31, 2018 is understated and reserves and surplus [other equity] as at March 31, 2018 are overstated to the extent of Rs. 3,727 Lacs. It may be noted that modified opinion was given in respect of the above two matters by the previous Auditors on the financial statements for the period ended March 31, 2017. We have also given modified opinion vide report [dated May 30, 2018] in pursuance of Regulation 33 of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 201 5

The Board''s explanations and comments on the above are as follows

During the Financial Year 2010-11, the Company advanced an amount of Rs. 2,977 lacs to its wholly owned subsidiary company M/s S.R.K. Investments Private Limited [SRK] for purchase of an apartment in Mumbai. SRK has advanced the amount to the builder towards part payment of the purchase of the apartment. As per the agreement the possession was to be handed over by September 2012.

The Company is informed by SRK that SRK alongwith the other purchasers of apartments in the building have initiated legal action against the builder in the Hon''ble Bombay High Court in respect of the apartments agreed to be sold and to obtain an order from the Court for permission to construct the apartments at their own cost or alternatively for refund of the amount paid to the builder.

Management is of the view that constructed apartment or money outstanding is recoverable, and no provision is required to be made in the accounts of the Company for the year 2017-18.

		For and on behalf of the Board
		For Jagatjit Industries Limited
	Ravi Manchanda	Kiran Kapur
	Managing Director	Director
	[DIN: 001 52760]	[DIN: 02491308]
September 20, 2018
New Delhi

Annexure- 3

FORM NO. MR - 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to section 204[1] of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014]

To,

The Members,

Jagatjit Industries Limited,

Jagatjit Nagar, District Kapurthala, Punjab-144 802

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jagatjit Industries Limited [hereinafter called "the Company"] for the audit period covering the financial year ended on March 31, 2018 ["Audit Period"]. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of Secretarial Audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period under consideration complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018, according to the provisions of:

[i] The Companies Act, 2013 [the ''Act''] and the rules made thereunder,

[ii] The Securities Contracts [Regulation] Act, 1956 [''SCRA''] and the rules made thereunder,

[iii] The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder,

[iv] Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

[v] The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 [''SEBI Act'']:

[a] The Securities and Exchange Board of India [Substantial Acquisition of Shares and Takeovers] Regulations, 2011;

[b] The Securities and Exchange Board of India [Prohibition of Insider Trading] Regulations, 201 5;

[c] The Securities and Exchange Board of India [Issue of Capital and Disclosure Requirements] Regulations, 2009 [Not applicable to the Company during the Audit Period];

[d] The Securities and Exchange Board of India [Share Based Employee Benefits] Regulations, 2014 (Not applicable to the Company during the Audit Period);

[e] The Securities and Exchange Board of India [Issue and Listing of Debt Securities] Regulations, 2008 (Not applicable to the Company during the Audit Period);

[f] The Securities and Exchange Board of India [Registrars to an Issue and Share Transfer Agents] Regulations, 1 993 regarding the Companies Act and dealing with client;

[g] The Securities and Exchange Board of India [Delisting of Equity Shares] Regulations, 2009 (Not applicable to the Company during the Audit Period);

[h] The Securities and Exchange Board of India [Buyback of Securities] Regulations, 1998 (Not applicable to the Company during the Audit Period); and

[i] The Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015.

[j] We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof the Company has complied with the laws applicable specifically to the Company.

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India [Secretarial Standards with respect to Meeting of the Board of Directors [SS-1 ] and General Meeting [SS-2] issued by the Institute of Company Secretaries of India].

During the audit period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above and other applicable Acts.

We further report that, based on the information provided and the representation made by the Company and also on the review of the internal compliance reports taken on record by the Board of Directors of the Company, in our opinion, adequate systems and processes exist in the Company to monitor and ensure compliance with provisions of applicable industry specific Acts, general laws like labour laws and environmental laws etc.

During the audit period, there were no major events which had bearing on the Company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

We further report that, the compliance by the Company of applicable financial laws like direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors,

Independent Directors and Women Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board as the case may be.

We further report that there are adequate systems and processes in the Company to commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

	For Pranav Kumar & Associates
	Company Secretaries
	Arpita Saxena
June 22, 2018	Partner
Ghaziabad	ACS : 23822; CP No.: 11962

Annexure- 4

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

The information under section 134[3] [m] of the Companies Act, 2013 read with Rule 8 [3] of the Companies [Accounts] Rules, 2014 for the year ended March 31, 2018 is given below and forms part of the Board''s Report.

A. Conservation of Energy

i. Stepping towards Company''s commitment for energy conservation, various steps have been taken in this regard by adopting latest technology, up-gradation of existing systems and by system modifications. The highlights of these steps are as under:

â¢ Implementation of various recommendations made during the detailed steam and power energy audit of Hamira unit by M/s. Inventum Power Private Limited, Delhi to optimize the use of available energy resources.

â¢ Reduction in power consumption by installing Variable Frequency Drives [VFD] for PA Fan No-2 of Boiler No-5, Air handling unit MMF Plant No-3, Hanger conveyor MMF No-1, Chain Conveyor of MMF plant No-3.

â¢ Waste heat recovery at Ejectors of MMF Plant No-2 & 3 by installing heat exchanger.

â¢ Replacement of steam traps in steam distribution networks to prevent excess bleeding of steam and to improve collection of steam condensate.

â¢ Replacement of old inefficient motors with new energy efficient motors of class IE-3 in MMF Plants.

â¢ Replacement of old inefficient slip ring motors with new squirrel cage induction motors at Mex Plant & Drier plant.

â¢ Use of LED lights for street lighting and in guest houses.

â¢ Replacement of old conventional fluorescent/GLS lights with LED fittings at residential colony.

â¢ Replacement of 40 W fluorescent tube lights with 18 W LED battens.

ii. In line with Company''s efforts towards utilising alternative source of energy, the Company enhanced its self-generation from Biomass [Rice husk wooden chips etc.] to reduce load on state power utility which is generating power from fossil fuels [Coal].

iii. The Capital investment on energy conservation equipment is Rs. 50 Lacs.

B. Technology Absorption

i. The Efforts made by the Company towards technology absorption, during the year are as under :

â¢ Installation of Auto Labeling Machine in CL Bottling thereby replacing the manual labeling leading to manpower saving and quality improvement.

â¢ Installation of online printers in CL Bottling for manpower saving and quality improvement.

â¢ Installation of Auto Carton Sealing machines thereby ensuring better productivity and quality in CL Bottling.

â¢ Installation of Fully Automatic 120 BPM bottling line for 375ml bottles for productivity and quality improvement in CL Bottling.

â¢ Installation of online monitoring system for conductivity of returned condensate from plants to ensure the quality of condensate before utilising it in boilers [2nd phase].

â¢ Installation of door limit switches to control the switching of air curtains.

â¢ Implemented latest LED trend in lighting used 100 % LED lights for Mex plants.

â¢ Up-gradation of steam monitoring system by incorporating all steam flows at DCS along with historical graphs [2nd phase].

â¢ Installation of IR sensors to detect the temperature of product trays to ensure that only recommended temperature trays can enter in scraping sets. This improves the product quality of finished goods.

â¢ Control of temperature and vacuum in evaporators of all MMF plants to ensure proper heating of product under appropriate vacuum conditions.

â¢ Heavy and high rating old ceiling fans replaced with light weight and low rating ceiling fans for saving energy.

â¢ Oven Automation with new light indication system installed for controlling process time and improve product quality [2nd phase].

â¢ Latest load cell weighing system installed for Mex lot tank for accurate measurement in place of old level gauge system.

â¢ Automatic control system for controlling temperature and humidly installed at MMF Plant No-3 Air Handling Unit to save air conditioning and electrical load.

â¢ New level control system installed for 7 MW Turbine condensate tank to save electrical energy and to improve condensate recovery.

In case of imported technology [imported during the last three years reckoned from the beginning of the financial year] - NA

The expenditure incurred on research and development. The Company takes regular steps for R&D in the manufacturing process and optimum utilisation of its resources.

No capital investment was made for R&D during the year under review.

C. Foreign Exchange Earning and Outgo

			[Rs in Lacs]
s.No.	Particulars	As At March 31, 2018	As at March 31, 2017
1	Earnings in Foreign Currency	488	644
2	Expenditure in Foreign Currency	1,102	2,157

	For and on behalf of the Board
	For Jagatjit Industries Limited
	Ravi Manchanda	Kiran Kapur
	Managing Director	Director
	[DIN: 00152760]	[DIN: 02491308]
September 20, 2018
New Delhi

Mar 31, 2016

To the Shareholders

The Directors have pleasure in presenting their Report and Statement of Accounts for the financial year ended 31st March, 2016. FINANCIAL SUMMARY

The Board Report is prepared based on the standalone financial statements of the Company. The Company''s financial performance for the year under review along with previous year''s figures is given hereunder :

(Rs. in lacs)

	2015-16	2014-15
Profit/(Loss) for the year after charging all expenses excluding financing charges and depreciation	(1524)	(806)
Deduct: Financing Charges	4063	3129
Cash Profit/(Loss)	(5587)	(3935)
Deduct : Depreciation/ Amortization	1271	1243
Profit/(Loss) for the year before taxation Tax Expenses Current Tax	(6858)	(5178)
â For the year	â	â
â Deferred Tax (Benefit)/Charge	(159)	(1267)
â Profit/(Loss) after tax from discontinuing operation	134	(454)
Profit/(Loss) after tax for the year	(6565)	(4365)
Profit brought forward from previous year	4168	8533
Total profit/(Loss) available for appropriations	(2397)	4168
Balance Carried to Balance Sheet	(2397)	4168

STATE OF COMPANY''S AFFAIRS

During the year under report, the Gross Turnover (including income from Services & Other Sources) was Rs. 1153.51 Crores as compared to Rs. 1242.68 Crores during the previous year. The Company incurred a loss before taxation of Rs. 68.58 Crores as compared to loss before taxation of Rs. 51.78 Crores during the previous year.

DIVIDEND

In view of the losses incurred by the Company during the year, the Board of Directors of your Company donot recommend any dividend for the year under report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

There was no change in the nature of business of the Company during the financial year ended 31st March, 2016.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2016 was Rs. 46.15 Crores. During the year there was no change of the share capital by issue or buy back of shares.

FIXED DEPOSITS

During the year under report the Company in compliance with the provisions of Section 73(2) of the Companies Act, 2013 and the Rules made there under, has accepted deposits of Rs. 364.36 Lacs from its members only.

As on 31st March, 2016, 240 persons whose Fixed Deposits/Loans with the Company amounting to Rs.163.08 Lacs had become due for payment during the year, did not claim or renew their Deposits/Loans. Out of these, Fixed Deposits/Loans of 71 persons amounting to Rs.75.90 Lacs have since been renewed/paid.

There has not been any default in repayment of deposits or interest thereon during the year under report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

M/s JIL Trading Private Limited, M/s L. P. Investments Limited, M/s Sea Bird Securities Private Limited and M/s S. R. K. Investments Private Limited continued to be subsidiary companies during the year under review. M/s Hyderabad Distilleries & Wineries Private Limited is the Associate Company in terms of Section 2(6) of the Companies Act, 2013.

The consolidated financial statements of the Company including all subsidiaries and Associate prepared in accordance with relevant Accounting Standards, duly audited by the Statutory Auditors are presented in the Annual Report.

A report on performance and financial position of each of the subsidiaries and Associate companies included in the consolidated financial statement is presented in the prescribed format AOC-1 and is annexed to the financial statements in the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Sonya Jaiswal has been appointed as an Additional Director of the Company on 25^th July, 2016 by the Board of Directors. She holds office up to the date of this Annual General Meeting. The Company has received a notice in writing, under Section 160 of the Companies Act, 2013, from a member, proposing her name as candidate for the office of Director.

Mr. Ravi Manchanda, Director, retires by rotation, is eligible and offers himself for re-appointment.

Mr. Sudhir Avasthi and Mr. Peri Kameswara Sharma, both independent directors, ceased to be directors of the Company w.e.f. 2^nd September, 2016. The Board places on record their appreciation for the services rendered by Mr. Sudhir Avasthi and Mr. Peri Kameswara Sharma during their term of Directorship.

Mr. Narender Sapra, Mr. Anil Girotra and Mr. K. K. Kohli continued to be Managing Director, Chief Financial Officer and Company Secretary respectively during the year under review.

NUMBER OF MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the year. The details of the meetings are stated in the Corporate Governance Report forming part of this Annual Report.

Further, a separate Meeting exclusively of the Independent Directors of the Company was also held on 15^th December, 2015, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were discussed.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Companies Act, 2013, Directors subscribe to the "Directors'' Responsibility Statementâ and confirm that :

(a) in preparation of Annual Accounts for the year ended 31^st March, 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) 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;

(c) 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;

(d) the Directors have prepared the annual accounts of the Company on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; 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.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors viz. Mrs. Kiran Kapur, Ms. Sonya Jaiswal, Mr. Sudhir Avasthi and Mr. Peri Kameswara Sharma have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules there under. Mr. Sudhir Avasthi and Mr. Peri Kameswara Sharma have since ceased to be Directors.

NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company have approved a policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are :

* Principle and Rationale

* Company Philosophy

* Guiding Principles

* Nomination of Directors

* Remuneration of Directors

* Evaluation of the Directors

* Nomination and Remuneration of the Key Managerial Personnel (other than Managing/ Whole-time Directors), Key-Executives and Senior Management persons.

*Remuneration of other employees.

The Company''s Policy relating to appointment of Directors, payment of Managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is given in separate Annexure to this report. The policy is also available on the website of the Company i.e. www.jagatjit.com.

The above annexure is not being sent along with this Report to the members of the Company in line with the provision of Section 136 of the Companies Act, 2013. The aforesaid Annexure is available for inspection by Members at the Registered Office of the Company upto the date of the ensuing Annual General Meeting during the business hours on working days. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance. Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, in its Meeting held on 19^th May, 2016 undertook the evaluation of its own performance, its Committees and all the individual Directors, in accordance with the framework approved by the Nomination and Remuneration Committee.

The review concluded by affirming that the Board as a whole as well as all of its Members, individually and the Committees of the Board continued to display commitment to good governance, ensuring a constant improvement of processes and procedures.

It was acknowledged that every individual Member and Committee of the Board contributed its best in the overall growth of the organization.

FAMILIARISATION PROGRAM OF INDEPENDENT DIRECTORS

The Company has a policy of conducting familiarization program for its Independent Directors in order to familiarize them with the Company, their role, rights, responsibilities in the Company and the nature of the industry in which the Company operates etc. The details of such policy have been given on the website of the Company at www.jagatjit.com.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company in Form MGT-9 forms part of the Board''s Report and is annexed herewith as Annexure-1. AUDITORS AND AUDITORS'' REPORT

Messrs Mittal Chaudhry & Co., Chartered Accountants were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 69th Annual General Meeting (AGM) held on 30^th September, 2014 until the conclusion of the 72nd AGM of the Company to be held in the year 2017 (subject to ratification of their appointment by the Members at every AGM held after the AGM held on 30^th September, 2014).

As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from Messrs Mittal Chaudhry & Co., Chartered Accountants to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

The Statutory Auditors in their report for the financial year ended 31^st March, 2016 have made certain qualifications/remarks which are annexed with this Report along with Board''s explanations and comments as Annexure-2.

The observations of the Statutory Auditors in their Report on standalone and consolidated financial statement for the year ended on 31^st March, 2016 are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s Pranav Kumar & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ended on 31st March, 2016.

A Secretarial Audit Report submitted by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure-3 and forms part of this report. The Secretarial Auditors in their report for the financial year ended 31^st March, 2016 have made certain remarks which are annexed with this Report along with Board''s explanations and comments as Annexure-4.

COST AUDIT

In terms of Companies (Cost Records and Audit) Rules, 2014, notified by the Ministry of Corporate Affairs on 30^th June, 2014, the defined product of the Company does not come under the ambit of mandatory cost audit for the Financial year 2015-16.

INTERNAL AUDITORS

In order to strengthen the internal control systems and considering the size and nature of business, the Company has appointed M/s Lalit Kumar & Co., Chartered Accountants, New Delhi as the internal auditors of the Company to perform the internal audit for the Financial Year 2015-16.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and part A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and accordingly the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, there were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. A disclosure in form AOC-2 is annexed with this Report as Annexure-5.

All Related Party Transactions are placed before the Audit Committee for their review and approval. Prior omnibus approval is obtained for Related Party Transactions which are of repetitive nature and entered in the Ordinary Course of Business and at Arm''s Length.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.jagatjit.com.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

The Management and the Board of Directors of the Company are of strong opinion that Corporate Social Responsibility is strongly connected with the principles of sustainability and taking care of the society at large. The management of the Company considers it as the core corporate responsibility of the Company to take steps for considering and recognizing the corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interests of its stakeholders.

The Company constituted a Corporate Social Responsibility Committee comprising of three Directors. The composition of the Committee is as under :

1. Mrs. Kiran Kapur, Independent Director

2. Mrs. Anjali Varma, Non-Executive Director

3. Mr. Ravi Manchanda, Whole Time Director

The Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is available on the website of the Company at www.jagatjit.com.

Since the Company does not meet the requirement of Section 135(5) of the Companies Act, 2013, no such activities were required to be undertaken by the Company.

GREEN INITIATIVE

Electronic copies of the Annual Report of the Company for the year 2016 and Notice of the 71^st AGM are being sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report and Notice of the AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.

The Annual Report of the Company for the year 2016 is also available on the website of the Company at www.jagatjit.com. E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set for in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The instructions for e-voting are provided in the Notice.

PREVENTION OF INSIDER TRADING

Pursuant to new SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for the prevention of insider trading with a view to regulate trading in securities of Company by the Directors and Designated Employees of the Company on the basis of unpublished price sensitive information available to them by virtue of their position in the Company. The Code under SEBI (Prohibition of Insider Trading) Regulations, 2015 is available on the website of the Company at www.jagatjit.com.

AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted an Audit Committee of the Board of Directors of the Company. The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report.

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year. NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Nomination and Remuneration Committee of the Board of Directors of the Company. The Composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report forming part of this report.

Remuneration of the Key Managerial Personnel and Employees of the Company is based on the performance of the individual and the Company. Remuneration of the employees are revised on timely basis and based on their performances. The Committee identifies the persons who are qualified to become Directors or be appointed in senior management and recommends to the Board their appointment or removal and carries out evaluations of their performance.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Stakeholders Relationship Committee of the Board of Directors of the Company. The Composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report forming part of this report.

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. Your Company''s Risk management framework ensures compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are: Securing critical resources; ensuring sustainable plant operations; cordial relations with the workers, ensuring cost competitiveness including logistics; maintaining and enhancing customer service standards and resolving environmental and safety related issues.

The Board of Directors has adopted a formal Risk Management Policy for the Company. The Policy outlines the parameters of identification, assessment, monitoring and mitigation of various risks which are key to business objectives.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which is 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.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust management information system, which is an integral part of the control mechanism.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Recognizing the regulatory mandate u/s 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 placing greater stress on the establishment of Vigil Mechanism in a listed entity for its directors and employees so that they may report their genuine concerns or grievances, the Company has established a policy called Whistle Blower Policy. The Policy has been posted on the website of the Company at www.jagatjit.com.

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 was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The information required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year ended 31^st March, 2016 is given in separate Annexure to this report.

The above annexure is not being sent along with this Report to the members of the Company in line with the provision of Section 136 of the Companies Act, 2013. The aforesaid Annexure is available for inspection by Members at the Registered Office of the Company up to the date of the ensuing Annual General Meeting during the business hours on working days. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-6 and forms part of this Report.

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in both letter and spirit. The Company''s core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, your Directors cumulatively at the Board level, advocate good governance standards at the Company. Your Company has been built on a strong foundation of good Corporate Governance.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Practicing Company Secretary confirming compliance with the requirements of Regulation 34 read with Schedule - V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Annual Report.

Further, the Management Discussion and Analysis Report as required under Regulation 34 read with Schedule - V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is also presented in separate section forming part of the Annual Report.

LISTING OF SHARES OF THE COMPANY

The shares of your Company are listed on BSE Limited at Mumbai. The Listing fees for the financial year 2016-17 have been paid to Bombay Stock Exchange.

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

The Company has in place an Anti Sexual Harassment policy in line with the requirements of The Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All Employees (permanent, contractual, temporary, trainees) are covered under this policy.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and support extended to the Company by the Government agencies, customers, vendors, banks, business associates and all the employees.

For and on behalf of the Board

Sd/- Sd/-

Narender Sapra Ravi Manchanda

Date :2^nd September, 2016 Managing Director Director

(DIN.00200239) (DIN.00152760)

Mar 31, 2015

The Directors have pleasure in presenting their Report and Statement of Accounts for the financial year ended 31st March, 2015.

FINANCIAL SUMMARY

The Board Report is prepared based on the stand alone financial statements of the Company. The Company's financial performance for the year under review along with previous year's figures are given hereunder :

(Rs. in lacs)

2014-15 2013-14

Profit for the year after charging all expenses excluding (806) 447

financing charges and depreciation

Deduct: Financing Charges 3129 2864 - -

Cash Profit/(Loss) (3935) (2417)

Deduct : Depreciation/ Amortization 1243 1849

- -

Profit/(Loss) for the year before taxation (5178) (4266)

Tax Expenses

Current Tax

- For the year - -

- Deferred Tax (Benefit)/Charge (1267) 257

- profit/(Loss) after tax from discontinuing operation (454) -

Profit/(Loss) after tax for the year (4365) (4523)

Profit brought forward from previous year 8533 13056

Total profit available for appropriations 4168 8533

APPROPRIATIONS

Balance Carried to Balance Sheet 4168 8533

STATE OF COMPANY'S AFFAIRS

During the year under report, the Gross Turnover (including income from Services & Other Sources) was Rs. 1242.68 Crores as compared to Rs. 1370.81 Crores during the previous year. The Company incurred a loss before taxation of Rs. 51.78 Crores as compared to loss before taxation of Rs. 42.66 Crores during the previous year.

DIVIDEND

In view of the losses incurred by the Company during the year, the Board of Directors of your Company donot recommend any dividend for the year under report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

During the year the working of the Glass division of the Company was formally discontinued w.e.f. 01st April, 2014.

There was no change in the nature of business of the Company during the financial year ended 31st March, 2015.

SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 46.15 Crores. During the year there was no change of the share capital by issue or buy back of shares.

FIXED DEPOSITS

During the year under report the Company in compliance with the provisions of Section 73(2) of the Companies Act, 2013 and the Rules made there under, has accepted deposit of Rs. 465.93 Lacs from its members only.

As on 31st March, 2015, 222 persons whose Fixed Deposits/Loans with the Company amounting to Rs.123.96 Lacs had become due for payment during the year, did not claim or renew their Deposits/Loans. Out of these, Fixed Deposits/Loans of 77 persons amounting to Rs.63.17 Lacs have since been renewed/paid.

There has not been any default in repayment of deposits or interest thereon during the year under report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, M/s Jagatjit India Private Limited became and ceased to be the subsidiary of the Company. M/s JIL Trading Private Limited, M/s L. P. Investments Ltd., M/s Sea Bird Securities Private Limited and M/s S. R. K. Investments Private Limited continued to be subsidiary companies during the year under review. M/s Hyderabad Distilleries & Wineries Private Limited is the Associate Company.

The consolidated financial statements of the Company including all Subsidiaries and Associate prepared in accordance with relevant Accounting Standards, duly audited by the Statutory Auditors are presented in the Annual Report.

A report on performance and financial position of each of the Subsidiaries and Associate companies included in the consolidated financial statement is presented in the prescribed format AOC-1 and is annexed to the financial statements in the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Roshini Sanah Jaiswal was appointed as an Additional Director on 14th August, 2014 and she ceased to be Director on 30th September, 2014. The Board places on record its appreciation for the services rendered by Ms. Roshini Sanah Jaiswal during her tenure as Director.

Mrs. Anjali Varma, Director, retires by rotation, is eligible and offers herself for re-appointment.

Mr. Anil Girotra has been appointed as Chief Financial Officer of the Company w.e.f. 14th August, 2014. Mr. Narender Sapra and Mr. K. K. Kohli continue to be Managing Director and Company Secretary respectively during the year under review.

NUMBER OF MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the year. The details of the meetings are stated in the Corporate Governance Report forming part of this Annual Report.

Further, a separate Meeting exclusively of the Independent Directors of the Company was also held on 23rd December, 2014, whereat the prescribed items enumerated under Schedule IV to the Companies Act, 2013 and clause 49 of the Listing Agreement were discussed.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Companies Act, 2013, Directors subscribe to the "Directors' Responsibility Statement" and confirm that : (a) in preparation of Annual Accounts for the year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(b) 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;

(c) 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;

(d) the Directors have prepared the annual accounts of the Company on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; 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.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors viz. Mrs. Kiran Kapur, Mr. Sudhir Avasthi and Mr. Peri Kameswara Sharma have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules there under.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has constituted a "Nomination and Remuneration Committee". The Committee reviews and recommends to the Board for remuneration of Directors, Key Managerial Personnel and other employees.

The Company does not pay any remuneration to the Independent Directors of the Company other than sitting fees for attending the meetings of the Board and Committees of the Board. Remuneration to the Managing Director and Whole-time Director is governed under the relevant provisions of the Act and approvals.

FORMAL ANNUAL EVALUATION

As the ultimate responsibility for sound governance and prudential management of a company lies with its Board, it is imperative that the Board remains continually energized, proactive and effective. An important way to achieve this is through an objective stock taking by the Board of its own performance. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee.

It was acknowledged that every individual Member and Committee of the Board contributed its best in the overall growth of the organization.

FAMILARISATION PROGRAM OF INDEPENDENT DIRECTORS

The Company has a policy of conducting familiarization program for its Independent Directors in order to familiarize them with the Company, their role, rights, responsibilities in the Company and the nature of the industry in which the Company operates etc. The details of such policy have been given on the website of the Company at www.jagatjit.com.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return of the Company in Form MGT-9 forms part of the Board's Report and is annexed herewith as Annexure1.

AUDITOR AND AUDITORS' REPORT

Messrs Mittal Chaudhry & Co., Chartered Accountants were reÂappointed as the Statutory Auditors of the Company to hold office from the conclusion of the 69th Annual General Meeting (AGM) held on 30th September, 2014 until the conclusion of the 72nd AGM of the Company to be held in the year 2017 (subject to ratification of their appointment by the Members at every AGM held after the AGM held on 30th September, 2014).

As required under the provisions of section 139(1) of the Companies Act, 2013, the Company has received a written consent from Messrs Mittal Chaudhry & Co., Chartered Accountants to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the Companies Act, 2013 and the Rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

The Auditors Report for the Financial Year 2014-15 does not contain any qualification, reservation or adverse remarks.

The observations of the Statutory Auditors in their Report on standalone and consolidated financial statement for the year ended on 31st March, 2015 are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s Pranav Kumar & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit for the year ended on 31st March, 2015.

A Secretarial Audit Report submitted by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure-2 and forms part of this report. The Secretarial Audit Report for the financial year ended 31st March, 2015 do not contain any qualification, reservation, adverse remark or disclaimer.

COST AUDIT

In terms of Companies (Cost Records and Audit) Rules, 2014, notified by the Ministry of Corporate Affairs on 30th June, 2014, the defined product of the Company does not come under the ambit of mandatory cost audit for the Financial year 2014-15.

INTERNAL AUDITORS

In order to strengthen the internal control systems and considering the size and nature of business, the Company has appointed M/s Lalit Kumar & Co., Chartered Accountants, New Delhi as the internal auditors of the Company to perform the internal audit for the financial year 2014-15.

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.

RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm's length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company's Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Accordingly disclosure in form AOC-2 is not required. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its approval. The related party transactions entered during the year under review have been disclosed in Note 40 to the statement of Accounts of the year.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules there under and the Listing Agreement. This Policy as considered and approved by the Board has been uploaded on the website of the Company at www.jagatjit.com.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

The Management and the Board of Directors of the Company are of strong opinion that Corporate Social Responsibility is strongly connected with the principles of sustainability and taking care of the society at large. The management of the Company considers it as the core corporate responsibility of the Company to take steps for considering and recognizing the corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interests of its stakeholders. The Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.jagatjit.com.

GREEN INITIATIVE

Electronic copies of the Annual Report of the Company for the year 2015 and Notice of the 70th AGM are being sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report and Notice of the AGM are being sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary. The Annual Report of the Company for the year 2015 is also available on the website of the Company at www.jagatjit.com.

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set for in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Clause 35B of the Listing Agreement. The instructions for e-voting are provided in the Notice.

PREVENTION OF INSIDER TRADING

Pursuant to new SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a Code of Conduct for the prevention of insider trading with a view to regulate trading in securities of Company by the Directors and Designated Employees of the Company on the basis of unpublished price sensitive information available to them by virtue of their position in the Company. The Code under SEBI (Prohibition of Insider Trading) Regulations, 2015 is available on the website of the Company at www.jagatjit.com.

AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted an Audit Committee of the Board of Directors of the Company. The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

NOMINATION AND REMUNERATION COMMITTEE

As per the provisions of Section 178(1) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted the Nomination and Remuneration Committee of the Board of Directors of the Company. The Composition of the Nomination and Remuneration Committee is provided in the Corporate Governance Report forming part of this report. Remuneration of the Key Managerial Personnel and Employees of the Company is based on the performance of the individual and the Company. Remuneration of the employees are revised on timely basis and based on their performances. The Committee identifies the persons who are qualified to become Directors or be appointed in senior management and recommends to the Board their appointment or removal and carries our evaluations of their performance.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provisions of Section 178(5) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted the Stakeholders Relationship Committee of the Board of Directors of the Company. The Composition of the Stakeholders Relationship Committee is provided in the Corporate Governance Report forming part of this report.

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing / mitigating the same. Your Company's Risk management framework ensures compliance with the provisions of Clause 49 of the Listing Agreement. Your Company has institutionalized the process for identifying, minimizing and mitigating risks which is periodically reviewed. Some of the risks identified and been acted upon by your Company are: Securing critical resources; ensuring sustainable plant operations; cordial relations with the workers, ensuring cost competitiveness including logistics; maintaining and enhancing customer service standards and resolving environmental and safety related issues.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which is 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.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust management information system, which is an integral part of the control mechanism.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Recognizing the regulatory mandate u/s 177(9) of the Companies Act, 2013 and clause 49 of the Listing Agreement placing greater stress on the establishment of Vigil Mechanism in a listed entity for its directors and employees so that they may report their genuine concerns or grievances, the Company has established a policy called Whistle Blower Policy. The Policy has been posted on the website of the Company at www.jagatjit.com.

DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

The information required under section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2015 is given in separate Annexure to this report.

The above annexure is not being sent along with this Report to the members of the Company in line with the provision of Section 136 of the Companies Act, 2013. The aforesaid Annexure is available for inspection by Members at the Registered Office of the Company upto the date of the ensuing Annual General Meeting during the business hours on working days. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In term of Section 136 of the Act, the Report is being sent to all shareholders and others entitled thereto, excluding the aforesaid information and the said particulars are available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-3 and forms part of this Report.

CORPORATE GOVERNANCE

Your Company upholds the standards of governance and is compliant with the Corporate Governance provisions as stipulated under clause 49 of the Listing Agreement in both letter and spirit. The Company's core values of honesty and transparency have since its inception been followed in every line of decision making. Setting the tone at the top, your Directors cumulatively at the Board level, advocate good governance standards at the Company. Your Company has been built on a strong foundation of good Corporate Governance.

Parameters of Statutory compliances evidencing the standards expected from a listed entity have been duly observed and a Report on Corporate Governance as well as the Certificate from Practicing Company Secretary confirming compliance with the requirements of clause 49 of the Listing Agreement is annexed and forms part of the Annual Report.

Further, the Management Discussion and Analysis Report as prescribed under clause 49 of the listing agreement is also presented in separate section forming part of the Annual Report.

INFORMATION UNDER THE LISTING AGREEMENTS WITH STOCK EXCHANGES

The shares of your Company were listed at the Ludhiana, Delhi and Mumbai Stock Exchanges. The SEBI in November, 2014 withdrew the recognition granted to the Delhi Stock Exchange and allowed Ludhiana Stock Exchange to exit the bourses business vide their order dated 30th December, 2014. Accordingly, the shares of your Company are presently listed on BSE Limited at Mumbai only.

The Listing fees for the financial year 2015-16 have been paid to Mumbai Stock Exchange.

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

The Company has in place an Anti Sexual Harassment policy in line with the requirements of The Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal ) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All Employees (permanent, contractual, temporary, trainees) are covered under this policy.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the continued co-operation and support extended to the Company by the Government agencies, customers, vendors, banks, business associates and all the employees.

For and on behalf of the Board

Sd/- Sd/-

Narender Sapra Peri Kameswara Sharma

Date :1st September,2015 Managing Director Director

(DIN.00200239) (DIN. 02316593)

Mar 31, 2014

To the Shareholders

The Directors have pleasure in presenting their Report and Statement of Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS (Rs. in lacs)

2013-14 2012-13

Profit for the year after charging all expenses excluding financing charges and depreciation 447 4726

Deduct: Financing Charges 2864 2308

Cash Profit (2417) 2418

Deduct : Depreciation/ Amortisation 1849 1750

Profit/(Loss) for the year before taxation (4266) 668

Tax Expenses

Current Tax

Â For the year - 135

Â Mat credit Entitlement - (352)

Â Deferred Tax (Benefit)/Charge 257 380

Profit/(Loss) after tax for the year (4523) 505

Profit brought forward from previous year 13056 12551

Total profit available for appropriations 8533 13056

APPROPRIATIONS

Balance Carried to Balance Sheet 8533 13056

SALES & PROFIT

During the year under report, the Gross Turnover (including income from Services & Other Sources) was Rs. 1370.81 Crores as compared to Rs.1451.01 Crores during the previous year. The Company incurred a loss before taxation of Rs. 42.66 Crores as compared to profit before taxation of Rs. 6.68 Crores during the previous year.

DIVIDEND

In view of the losses incurred by the Company during the year, the Board of Directors of your Company do not recommend any dividend for the year under report.

DIRECTORS

Mr. Gautam Pal and Mrs. Gita Bawa ceased to be Directors of the Company w.e.f. 30th May, 2013 and 07th October, 2013 respectively. The Board places on record, its appreciations for the services rendered by Mr. Gautam Pal and Mrs. Gita Bawa during their tenure as Directors.

Mrs. Anjali Varma and Mr. Sudhir Avasthi have been appointed as Additional Directors of the Company on 21st April, 2014 and 10th July, 2014 respectively by the Board of Directors, who hold office upto the date of this Annual General Meeting. The Company has received notices in writing, under Section 160 of the Companies Act, 2013, from members, proposing their names as candidates for the office of Directors.

Mr. Ravi Manchanda, Director, retires by rotation, is eligible and offers himself for re-appointment.

Mrs. Kiran Kapur and Mr. Peri Kameswara Sharma, who had been appointed as Independent Directors liable to retire by rotation under the previous Companies Act, 1956 retire at the ensuing Annual General Meeting. The Company has received notices in writing, under Section 160 of the Companies Act, 2013, from members proposing their names as candidates for the office of Independent Directors in compliance with the provisions of Section 149 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges.

SUBSIDIARIES

In terms of the General Circular No.2/2011, dated 8th February, 2011, issued by the Ministry of Corporate Affairs, the documents as prescribed under Section 212(1) of the Companies Act, 1956, in respect to the subsidiary companies viz. M/s. JIL Trading Private Limited, M/s. L. P. Investments Limited, M/s. Sea Bird Securities Private Limited and M/s. S. R. K. Investments Private Limited are not being attached with the balance sheet of the Company. However, the consolidated financial statements of the Company and all its subsidiary companies duly audited by the Statutory Auditors are being presented in the Annual Report of the Company. We undertake that annual accounts of the subsidiary companies and the detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time.

FIXED DEPOSITS

As on 31st March, 2014, 210 persons whose Fixed Deposits/Loans with the Company amounting to Rs.76.77 Lacs had become due for payment during the year, did not claim or renew their Deposits/Loans. Out of these, Fixed Deposits/Loans of 42 persons amounting to Rs.27.47 Lacs have since been renewed/paid.

AUDITORS

Messrs Mittal Chaudhry & Co., Chartered Accountants, Auditors of the Company, retire and being eligible, offer themselves for re- appointment.

COST AUDITORS

M/s. R. J. Goel & Co., Cost Accountants, Delhi had been reappointed as Cost Auditors to carry out the audit of the Company''s cost records for the Financial year ended 31st March, 2014. The report of Cost Auditors for the year ended on 31st March, 2014, will be submitted to the Central Government in due course.

DIRECTORS'' RESPONSIBILITY STATEMENT The Board of Directors hereby state that :

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations 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 or 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 the Companies Act, 1956, 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.

CORPORATE GOVERNANCE

A report on Corporate Governance and the Management Discussion and Analysis Report are annexed separately and form part of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the said statement may write to the Secretary at the Registered Office of the Company.

INFORMATION UNDER THE LISTING AGREEMENTS WITH STOCK EXCHANGES

The shares of your Company are listed at the Ludhiana, Delhi and Mumbai Stock Exchanges. The Listing fees for the financial year 014-15 have been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

GENERAL

The Auditors have not made any qualification, reservation, adverse remarks or disclaimer in their Report, hence no explanation is required to be given by the Board. The Notes forming part of the Accounts being self-explanatory, the comments made by the Auditors in their Report, are not being dealt with separately.

The Directors place on record their appreciation for the services rendered by the employees of the Company, banks and government officials and all other persons associated with the business and affairs of the Company for their cooperation.

For and on behalf of the Board

Sd/- Sd/- Place:New Delhi Narender Sapra Ravi Manchanda Date :10th July, 2014 Managing Director Director

Mar 31, 2012

The Directors have pleasure in presenting their Report and Statement of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. In lacs)

2011-12 2010-11 Profit for the year after charging all expenses excluding financing charges and depreciation 7,520 8,553

Deduct: Financing Charges 2,210 2,171

Cash Profit 5,310 6,382

Deduct : Depreciation/ Amortisation 2,463 2,875

Profit/Loss for the year before taxation 2,847 3,507 Tax Expenses Current Tax

- For the year 577 708

- Mat credit Entitlement (627) (88)

- Deferred Tax (Benefit)/Charge (606) 361

- (Excess) Tax provision for the earlier years (7) Ã

Profit/(Loss) after tax for the year 3,510 2,526

Profit brought forward from previous year 9,041 6,515

Total profit available for appropriations 12,551 9,041

APPROPRIATIONS

Balance Carried to Balance Sheet 12,551 9,041

12,551 9,041

SALES & PROFIT

During the year under report, the Gross Turnover (including income from Services & Other Sources) was Rs.1 604.84 Crores as compared to Rs.141 3.70 Crores during the previous year. However, the profit before taxation was Rs.2847 Lacs as compared to Rs.3507 Lacs during the previous year.

DIVIDEND

The Board of Directors of your Company proposes to retain the profits for use in the business expansion programs. Accordingly, no dividend is recommended for the year under report.

DIRECTORS

Mr. Narender Sapra was re-appointed as Whole Time Director of the Company for a period of three years w.e.f. 28* November, 2011. He has been designated as Managing Director on 26th March, 2012 with other terms and conditions regarding appointment remaining the same.

Mr. Surjit Singh Bawa, Director retires by rotation, is eligible and offers himself for re-appointment.

Mr. Arvind Behl ceased to be Director of the Company w.e.f. 7th July, 2012. The Board places on record, their appreciations for the services rendered by Mr. Arvind Behl during his tenure as Director.

SUBSIDIARIES

M/s. Anjani Estates Limited ceased to be subsidiary of the Company during the year under report.

In terms of the General Circular No.2/2011, dated 8* February, 2011, issued by the Ministry of Corporate Affairs, the documents as prescribed under Section 21 2(1) of the Companies Act, 1956, in respect to the subsidiaries companies viz. M/s. Sea Bird Securities Private Limited, M/s. S. R. K. Investments Private Limited and M/s. JIL Trading Private Limited are not being attached with the balance sheet of the Company. However, the consolidated financial statements of the Company and all its subsidiary companies duly audited by the Statutory Auditors are being presented in the Annual Report of the Company. We undertake that annual accounts of the subsidiary companies and the detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time.

FIXED DEPOSITS

As on 31st March, 2012, 357 persons whose Fixed Deposits/Loans with the Company amounting to Rs. 101.20 Lacs had become due for payment during the year, did not claim or renew their Deposits/Loans. Out of these, Fixed Deposits/Loans of 139 persons amounting to Rs.48.38 Lacs have since been renewed/paid.

AUDITORS

Messrs Mittal Chaudhry & Co., Chartered Accountants, Auditors of the Company, retire and being eligible, offer themselves for re-appointment.

COST AUDITORS

M/s. R. J. Goel & Co., Cost Accountants, Delhi have been reappointed as Cost Auditors to carry out the audit of the Company's cost records in respect of Industrial Alcohol, Milkfood and Glass Division for the Financial year ending 31st March, 2013. The reports of M/s. R. J. Goel & Co., Cost Accountants, in respect of audit of the cost accounts relating to Industrial Alcohol, Milk Food and Glass Division for the year ended on 31st March, 2012, will be submitted to the Central Government in due course.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors hereby state that :

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations 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 or 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 the Companies Act, 1956, 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.

CORPORATE GOVERNANCE

A report on Corporate Governance and the Management Discussion and Analysis Report are annexed separately and form part of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the said statement may write to the Secretary at the Registered Office of the Company.

INFORMATION UNDER THE LISTING AGREEMENTS WITH STOCK EXCHANGES

The shares of your Company are listed at the Ludhiana, Delhi and Mumbai Stock Exchanges. The Listing fees for the financial year 2012-13 have been paid.

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

As required under Section 21 7(1 )(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

GENERAL

The Notes forming part of the Accounts being self-explanatory, the comments made by the Auditors in their Report, are not being dealt with separately.

The Directors place on record their appreciation for the services rendered by the employees of the Company, banks and government officials.

For and on behalf of the Board

Sd/-

Place : New Delhi Narender Sapra

Date : 31st July, 2012 Managing Director

Mar 31, 2011

To the Shareholders

The Directors have pleasure in presenting their Report and Statement of Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs.'000) 2010-11 2009-10

Profit for the year after charging all expenses excluding financing charges and depreciation 855,249 469,134

Deduct: Financing Charges 217,032 229,390

Cash Profit 638,217 239,744

Deduct : Depreciation/Amortization 287,536 193,399

Profit/(Loss) for the year before taxation 350,681 46,345

Tax Expenses

- Current Tax

- For the year 70,802 8,416

- Mat credit Entitlement (8,842) Ã

Deferred Tax (Benefit)/Charge 36,105 (26,655)

Profit/(Loss) after tax for the year 252,616 64,584

Profit brought forward from previous year 651,470 1,226,434

Total profit available for appropriations 904,086 1,291,018

APPROPRIATIONS

Transfer to Capital Redemption Reserve Ã 57,941

Premium on share Re-purchase (Buy-back) Ã 581,607

Balance Carried to Balance Sheet 904,086 651,470

904,086 1,291,018

SALES & PROFIT

During the year under report, the Gross Turnover (including income from Services & Other Sources) was Rs.1413.70 Crores as compared to Rs. 942.97 Crores during the previous year and the profit before taxation increased to Rs.3506.81 Lacs as compared to Rs.463.45 Lacs during the previous year.

DIVIDEND

The Board of Directors of your Company proposes to retain the profits for use in the business expansion programs. Accordingly, no dividend is recommended for the year under report.

DIRECTORS

Mrs. Kiran Kapur and Mr. Ravi Manchanda, Directors retire by rotation, are eligible and offer themselves for re- appointment.

SUBSIDIARIES

In terms of the General Circular No.2/2011, dated 8th February, 2011, issued by the Ministry of Corporate Affairs, the documents as prescribed under Section 212(1) of the Companies Act, 1956, in respect to the subsidiary companies viz. M/s. Anjani Estates Limited, M/s. Sea Bird Securities Private Limited, M/s. S. R. K. Investments Private Limited and M/s. JIL Trading Private Limited are not being attached with the balance sheet of the Company. However, the consolidated financial statements of the Company and all its subsidiary companies duly audited by the Statutory Auditors are being presented in the Annual Report of the Company. We undertake that annual accounts of the subsidiary companies and the detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time.

FIXED DEPOSITS

As on 31st March, 2011, 338 persons whose Fixed Deposits/Loans with the Company amounting to Rs. 93.24 Lacs had become due for payment during the year, did not claim or renew their Deposits/Loans. Out of these, Fixed Deposits/ Loans of 124 persons amounting to Rs.38.71 Lacs have since been renewed/paid.

AUDITORS

Messrs Mittal Chaudhry & Co., Chartered Accountants, Auditors of the Company, retire and being eligible, offer themselves for re-appointment.

COST AUDITORS

M/s. R. J. Goel & Co., Cost Accountants, Delhi has been reappointed as Cost Auditors to carry out the audit of the Company's cost records in respect of Industrial Alcohol and Milk Food for the Financial year ending 31st March, 2012. The reports of M/s. R. J. Goel & Co., Cost Accountants, in respect of audit of the cost accounts relating to Industrial Alcohol and Milk Food for the year ended on 31st March, 2011 will be submitted to the Central Goverment in due course.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors hereby state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations 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 or 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 the Companies Act, 1956, 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.

CORPORATE GOVERNANCE

A report on Corporate Governance and the Management Discussion and Analysis Report are annexed separately and form part of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the said statement may write to the Secretary at the Registered Office of the Company.

INFORMATION UNDER THE LISTING AGREEMENTS WITH STOCK EXCHANGES

The shares of your Company are listed at the Ludhiana, Delhi and Mumbai Stock Exchanges. The Listing fees for the financial year 2011-12 have been paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

GENERAL

The Notes forming part of the Accounts being self-explanatory, the comments made by the Auditors in their Report, are not being dealt with separately.

The Directors place on record their appreciation for the services rendered by the employees of the Company, banks and government officials.

For and on behalf of the Board

Sd/-

Narender Sapra Whole Time Director

Place : New Delhi Date : 20th July, 2011

Mar 31, 2010

The Directors have pleasure in presenting their Report and Statement of Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs.OOO) 2009-10 2008-09

Profit for the year after charging

all expenses excluding financing

charges and depreciation 469,134 232,007

Deduct: Financing Charges 229,390 93,066

Cash Profit 239,744 138,941

Deduct : Depreciation 193,399 159,996

ProfitALoss) for the year before taxation 46,345 (21,055)

Tax Expenses Current Tax

- For the year 8,416 -

- Fringe Benefit Tax - 15,000

Deferred Tax (Benefit)/Charge (26,655) 8,975

Profit/(Loss) after tax for the year 64,584 (45,030)

Profit brought forward from previous year 1,226,434 1,271,464

Total profit available for appropriations 1,291,018 1,226,434

APPROPRIATIONS

Transfer to Capital Redemption Reserve 57,941 -

Premium on share Re-purchase (Buy-back) 581,607 -

Balance Carried to Balance Sheet 651,470 1,226,434

1,291,018 1,226,434

SALES & PROFIT

During the year under report, the Gross Turnover (including income from Services & Other Sources) was Rs. 942.97 Crores as compared to Rs. 841.91 Crores during the previous year and the profit before taxation was Rs. 463.45 Lacs as compared to Loss before tax of Rs. 210.55 Lacs during the previous year. During the 1st quarter of the Financial Year 2009-10, the operations of the Company were affected due to reduction in the distillation capacity as detailed in Schedule 21 .ll.(B)5 of the Annual Accounts of the Company. However, the capacities have since been reinstated to the original level vide order of the Honble Punjab & Haryana High Court dated 9th June, 2009.

DIVIDEND

The Board of Directors of your Company proposes to retain the profits for use in the business expansion programs. Accordingly, no dividend is recommended for the year under report.

DIRECTORS

Mrs. Gita Bawa and Mr. Arvind Behl, Directors retire by rotation, are eligible and offer themselves for re-appointment.

SUBSIDIARIES

The Directors Report and Audited Accounts of Anjani Estates Limited (Formerly known as Binnies Estates Limited), the Subsidiary Company, for the year ended 31 st March, 2010 alongwith the information specified under Section 212 of the Companies Act, 1956, are annexed.

FIXED DEPOSITS

As on 31st March, 2010, 368 persons whose Fixed Deposits/Loans with the Company amounting to Rs. 81.64 Lacs had become due for payment during the year, did not claim or renew their Deposits/Loans. Out of these, Fixed Deposits/Loans of 154 persons amounting to Rs. 39.68 Lacs have since been renewed/paid.

AUDITORS

Messrs Mittal Chaudhry & Company, Chartered Accountants, Auditors of the Company, retire and being eligible, offer themselves for re-appointment.

BUY-BACK OF SHARES

In a petition filed against the Company and its Board of Directors under Sections 397 and 398 of the Companies Act, 1956, in the Honble Company Law Board (CLB), the CLB vide its Order dated 12th March, 2009 has given the directions including to buy back the shares of the petitioners and their associates aggregating to 5794112 equity shares in the Company. The Order of the CLB has been complied with and the paid-up capital of the Company stands reduced to Rs. 4614.81 Lacs, comprising of 46148112 equity shares of Rs.10/- each, w.e.f. 9th June, 2009.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby state that:

i) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with

proper explanations 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 or 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 the Companies Act, 1956, 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.

CORPORATE GOVERNANCE

A report on Corporate Governance and the Management Discussion and Analysis Report are annexed separately and form part of this report.

PARTICULARS OF EMPLOYEES

Information as per Section 21 7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this report. However, as per the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the said statement may write to the Secretary at the Registered Office of the Company.

INFORMATION UNDER THE LISTING AGREEMENTS WITH STOCK EXCHANGES

The shares of your Company are listed at the Ludhiana, Delhi and Mumbai Stock Exchanges. The shares of your Company have been delisted from the Calcutta Stock Exchange Limited under SEBI (Delisting of Securities) Regulations, 2009, vide letter dated 21st May, 2010 issued by the Calcutta Stock Exchange Ltd. The Listing fees for the financial year 2010-11 have been paid.

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

As required under Section 21 7(1 )(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed.

GENERAL

The Notes forming part of the Accounts being self-explanatory, the comments made by the Auditors in their Report, are not being dealt with separately.

The Directors place on record their appreciation for the services rendered by the employees of the Company.

For and on behalf of the Board

Sd/- Place : New Delhi Narender Sapra

Date : 31st July, 2010 Whole Time Director

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