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Directors Report of Jupiter Wagons Ltd.

Mar 31, 2023

The Directors are pleased to present herewith the 43rd Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31st March 2023.

FINANCIAL HIGHLIGHTS

Amount in lakh

Standalone

Consolidated

Particulars

Year ended 31 March 2023

Year ended 31 March 2022

Year ended 31 March 2023

Year ended 31 March 2022

Amount

% of net sales

Amount

% of net sales

Amount

% of net sales

Amount

% of net sales

Revenue from operation

2,06,824.74

1,17,835.40

2,06,824.74

1,17,835.40

Expenditure

Raw material cost and change in inventory

1,57,447.04

76.13%

89,684.40

76.11%

1,57,447.04

76.13%

89,684.40

76.11%

Employee benefit expense

4,117.24

1.99%

3,379.97

2.87%

4,195.42

2.03%

3,382.97

2.87%

Operating and other expense

19,867.05

9.61%

13,356.96

11.34%

19,976.01

9.66%

13,357.37

11.34%

Operating profit (EBIDTA)

25,393.41

12.28%

11,414.07

9.69%

25,206.27

12.19%

11,410.66

9.68%

Depreciation and amortisation

2,494.35

1.21%

2,334.52

1.98%

2,497.50

1.21%

2,337.67

1.98%

Finance cost

2,888.68

1.40%

1,816.69

1.54%

2,888.68

1.40%

1,816.69

1.54%

Other income

508.71

0.25%

339.14

0.29%

508.71

0.25%

339.14

0.29%

Profit/ (loss) before tax and exceptional items

20,519.09

9.92%

7,602.00

6.45%

20,328.80

9.83%

7,595.44

6.45%

Exceptional items - Gain net

-

0.00%

-

0.00%

-

0.00%

-

0.00%

Profit/ (loss) before tax

20,519.09

9.92%

7,602.00

6.45%

20,328.80

9.83%

7,595.44

6.45%

Note: The Scheme of Amalgamation of Jupiter Wagons Limited ("JWL” or "Amalgamating Company” or "Transferor Company”) into and with the Commercial Engineers & Body Builders Co. Limited ("Company” or "Amalgamated Company” or "Transferee Company”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, ("scheme”) has been approved by Hon''ble National Company Law Tribunal, Kolkata Bench vide Order dated 28th February, 2022 and Hon''ble National Company Law Tribunal, Indore Bench, vide order dated 13th May, 2022. Further, pursuant to Clause 1.1 of Part IV of the Scheme of Amalgamation, the name of "Commercial Engineers & Body Builders Co Limited” has been changed to "Jupiter Wagons Limited” and the same has been approved by Registrar of Companies, Gwalior (MP) on 25 th May, 2022.

PERFORMANCE AT GLANCE ON STANDALONE BASIS

a) During the year revenue from operation increased to H 206,824.74 lakhs as compared to H 117,835.40 lakhs in the previous year, a growth of 75.52%. Growth in railway wagons sales is 98.65%, Load bodies components and containers business also continues to grow at a healthy pace.

b) Employee cost and other operating expenses increased as compared to previous year, mainly on volume growth and in line with increase in sales volume. However, as percentage of revenue, employee cost decreased by 0.88%, and other operating cost decreased by 1.73%, mainly due to product mix and increased operational efficiency.

c) Consequent to above, the operating profit in terms of % to revenue increased to 12.28% from 9.69% previous year.

d) Finance cost has increased by H 1071.99 lakh as compared to previous year which mainly attributable to increased working capital requirement and investment in plant and machinery.

FUTURE OUTLOOK

Jupiter Wagons Limited (''Jupiter'') has been a keen observer on the market opportunities and the growth paradigms in order to reinforce its future strategies.

In line with the presentations and speeches in the foregoing, it is quite clear that, the wagon manufacturing sector will continue to see substantial growth potential for a few more years. With the national rail plan in view and the analytics contained therein there is a foreseeable future upto 2050 and that could be the prime stabilization and growth factor for the Jupiter''s flagship venture railway wagon manufacturing venture.

On the strength of this, Jupiter is eyeing at the Electric Commercial Vehicle which is a contributory for the National Government for achieving energy transition and net zero targets by 2070. The EV market as a whole is pegged at achieving 10 Million Units by 2030. It is also envisaged that 70% of commercial vehicles to be EV by then. Incidentally, the views are endorsed by Tata Power deploying EV Charge Sites in India in 2023 alone.

Jupiter also has strategically positioned itself to address the Metro Rail demands in India where about 3470 KMs in about 34 Metro Rail Projects have met with the necessary approval and out of the same only 866 KMs are in operation and about 682 KMs under construction. This in effect leaves another 1200 KMs of project in the pipeline. Jupiter’s MOU with CAF would have a positive role play in the future projects.

As Jupiter has already ventured into the manufacturing of Drones for commercial purposes, it has in view the national agrarian economy and application of drones in the agricultural sector. Government of India has announced subsidy of 100% upto H 10 Lac for purchase of drones by the agro farmers. Further to that Government of India has also announced Contingency Fund of H 6000 per hectare as subsidy for drone hiring from the designated CHC (Custom Hiring Centers).

The Indian Drone Market is estimated to be about 24 Million USD in 2023 as against the global market of 26.6 Million USD. By 2030 the global market is expected to be about 77.5 Billion USD. It is also estimated that by 2028 India will have Agri-Drone Market for at least 76 Thousand Units.

Regarding the on-going projects for Brake Systems and Brake Disc, the market is pretty much open to be captured and we see a promising growth in the said product vertical.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under reviewed we have 2 (two) subsidiary companies and 3 (three) associate and/or joint venture companies as on 31st March, 2023.

In accordance with the provisions of section 129(3) of the Companies Act, 2013, read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of financial statements of each of the subsidiaries/associates/joint venture companies of your Company, in the prescribed Form AOC-1, is given in Annexure- A to this Report.

The said Form also highlights the financial performance of each of the subsidiaries/associates/joint venture companies included in the CFS pursuant to rule 8(1) of the Companies (Accounts) Rules, 2014. In accordance with

the provisions of section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing, inter-alia, the audited standalone and consolidated financial statements, has been placed on the website of your Company and can be accessed at the link: https:// jupiterwagons.com/investors.

Acquisition of Stone India Limited

The Company has acquired Stone India Limited under the Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code, 2016 which was approved by Hon’ble National Company Law Tribunal, Kolkata Bench vide order dated 8th June, 2023 pronouncing Jupiter Wagons Limited (formerly knowns as Commercial Engineers & Body Builders Co Limited) as a Successful Resolution Applicant. After implementation of the Resolution Plan, Stone India Limited shall become wholly owned subsidiary of the Company.

CHANGE IN THE NATURE OF BUSINESS, IF ANY- NONE Status on Scheme of Arrangement / Amalgamation

The Board of Director of the Company at its meeting held on 28 September, 2020 had approved the Scheme of Amalgamation of Jupiter Wagons Limited (“JWL” or “Amalgamating Company”) into and with the Commercial Engineers & Body Builders Co Limited (“Company” or “Amalgamated Company”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, (“scheme”) . The Scheme was approved by the shareholders of the Company by majority at their meeting held on 25th June, 2021 and unanimously by the secured creditors and unsecured creditors of the company at their meeting held on 25th June, 2021. On receipt of the approval of shareholders and creditors, the Company filed the Company Petition with the Hon’ble National Company Law Tribunal, Indore at Ahmedabad Bench with the prayer for sanction of the scheme. On 28th February, 2022, the Hon’ble National Company Law Tribunal, Kolkata Bench pronounced the order of sanctioning of the Scheme with the appointed date i.e. 1st October, 2019 of the Amalgamating Company as it is under the jurisdiction before the Hon’ble National Company Law Tribunal, Kolkata Bench. On 13th May, 2022, the Hon’ble National Company Law Tribunal, Indore Bench pronounced the order of sanctioning of the Scheme with the appointed date i.e. 1st October, 2019. On 18 th May, 2022 the parties of the Scheme made the filing with the statutory authority and accordingly, the scheme had become effective from 18th May, 2022.

Further, pursuant to Clause 3.1 of Part IV of the Scheme of Amalgamation, the authorized share capital of the Company was increased from H 470,05,00,000 (Rupees Four Hundred Seventy Crore and Five Lakh only) divided into: (a) 38,20,50,000 (Thirty Eight Crore Twenty Lakh and Fifty Thousand) Equity Shares of H10 (Rupees Ten

only) each aggregating to H382,05,00,000(Rupees Three Hundred and Eighty Two Crore Five Lakh only); and (b) 88,00,000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only) to H4,76,85,00,000/- (Rupees Four Hundred Seventy Six crores and Eighty Five Lakhs Only) divided into : (a) 38,88,50,000 (Thirty Eight Crores Eighty Eight lakhs and Fifty Thousands) Equity Shares of H10 (Rupees ten only) each aggregating to H388,85,00,000/- (Rupees Three Hundred Eighty Eight Crores and Eighty Lakhs Only); and (b) 88,00,000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only).

The Board of Directors of the Company at its meeting held on 29th May, 2022, had approved the allotment of 33,86,31,597 fully paid-up equity shares of H10 each amounting to H 33,86,31,5970 to the eligible shareholders of the Transferor Company (i.e. Jupiter Wagons Limited) as on 28 th May 2022, being the record date, as per the share exchange ratio, i.e., 5510 (five thousand five hundred and ten) fully paid-up equity shares of H 10 each of the Transferee Company for every 100 (one hundred) fully paid-up equity shares of H 10 each, held by such member in the Transferor Company, as envisaged in the Scheme of amalgamation. Subsequently, the Company on 21st June, 2022 and 29th June, 2022 received approval from Bombay Stock Exchange Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) respectively for listing of 33,86,31,597 Equity Shares of H 10/- each bearing distinctive no. 89482658 to 428114254 allotted pursuant to the Scheme of Amalgamation.

Further, 40,666,835 equity shares of H 10/- each aggregating to H40,66,68,350/- and 67,48,229 (Sixty Seven Lakh Forty Eight Thousand Two Hundred And Twenty Nine) 0.001% Non-Convertible Cumulative Redeemable Preference Shares of H100/- (Rupees One Hundred only) each aggregating to H67,48,22,900/-(Rupees Sixty Seven Crore Forty Eight Lakh Twenty Two Thousand Nine Hundred Only) held by Transferor Company (i.e. Jupiter Wagons Limited) in Transferee Company were cancelled by operation of law.

The approved scheme of amalgamation has been in the best interests of the Companies and their respective shareholders, employees, creditors and other stakeholders and resulted inter alia in:

(i) consolidation of the businesses presently being carried on by the Companies, which shall create greater synergies between the business operations of the Companies such as enhancement of net worth of the combined business and backward integration of the operations of the Amalgamated Company’s business which will lead to superior ability to leverage the business including reduction in cost

of capital, cost savings due to focused operational efforts, rationalization, standardization and simplification of business processes, productivity improvements, improved procurement efficiencies, procurement and distribution logistics;

(ii) e nhancement of competitive strength, cost reduction and efficiencies, productivity gains and logistic advantages and operational efficiencies through optimal utilization of resources, as a consequence of pooling of financial, managerial and technical resources, personnel, capabilities, skills, expertise and technologies of the Companies;

(iii) better alignment, coordination and streamlining of day to day operations, leading to improvement in overall working culture and environment;

(iv) utilizing the financial strength of the Amalgamating Company to turnaround the Amalgamated Company and embark on a growth phase by modernizing the plants to meet the current industry demand and enter into newer product development and consolidation of market segments;

(v) greater efficiency in cash management and unfettered access to cash flow generated by the combined businesses which can be deployed more efficiently to fund growth opportunities to improve stakeholders’ value;

(vi) beneficial results for both the Companies and in the long run, is expected to enhance value for the shareholders;

(vii) formation of a stronger company with a larger capital and asset base to enable the combined business to be pursued in a manner that is more convenient and advantageous to all the stakeholders and regularization of the cash flow of the Amalgamated Company on account of the regular revenue stream of the Amalgamating Company which would help in stabilizing the cash flow issues of the Amalgamated Company; and

(viii) creation of value for various stakeholders and shareholders of the Companies, as a result of the above.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL PERCORMANCE OF THE COMPANY

There have been no material changes and commitments affecting the financial performance of the Company which have occurred during the end of the Financial Year of the Company to which the financial statements relate and the date of the report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (''SEBI Listing Regulations'') the Board of Directors of the Company (the ''Board'') has formulated and adopted the Dividend Distribution Policy (the ''Policy'').

The policy is available at website of the Company at the link: https://jupiterwagons.com/investors

DIVIDENDS

For the Financial Year 2022-23, the Board has recommended a dividend of ^0.50 per equity share of face value of ^10/- each. The Board has recommended dividend based on the parameters laid down in the Dividend Distribution Policy. The dividend will be paid out of the profits for the year. The dividend on equity shares is subject to the approval of the Shareholders at the ensuing Annual General Meeting (“AGM”) of the Company scheduled to be held on 19 th September, 2023 and will be paid on and from 21st September, 2023.

The record date of the Company shall be 12 th September, 2023. The Register of Members and Share Transfer Books of the Company will remain closed from 13th September, 2023 to 19th September, 2023 (both days inclusive) for the purpose of payment of the dividend and AGM for the financial year ended 31st March, 2023.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for Financial Year 2022-2023, after all appropriation and adjustments was H40,340.14 Lakhs.

CHANGES IN SHARE CAPITAL

1. Pursuant to Clause 3.1 of Part IV of the Scheme of Amalgamation, the authorized share capital of the Company was increased from H 470,05,00,000 (Rupees Four Hundred Seventy Crore and Five Lakh only) divided into: (a) 38,20,50,000 (Thirty Eight Crore Twenty Lakh and Fifty Thousand) Equity Shares of H10 (Rupees Ten only) each aggregating to H 382,05,00,000(Rupees Three Hundred and Eighty Two Crore Five Lakh only); and (b)

88.00. 000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only) to H4,76,85,00,000/- (Rupees Four Hundred and Seventy Six crores and Eighty Five Lakhs Only) divided into : (a) 38,88,50,000 (Thirty Eight Crores Eighty Eight lakhs and Fifty Thousands) Equity Shares of H10 (Rupees ten only) each aggregating to H3,88,85,00,000/- (Rupees Three Hundred and Eighty Eight Crores and Fifty Lakhs Only); and (b)

88.00. 000 (Eighty Eight Lakh) Preference shares of H100 (Rupees One Hundred only) aggregating to H88,00,00,000 (Rupees Eighty Eight Crore only). The

Board of Directors of the Company at its meeting held on 29th May, 2022, had approved the allotment of 33,86,31,597 fully paid-up equity shares of H10 each amounting to H 338,86,31,570 to the eligible shareholders of the Transferor Company (i.e. Jupiter Wagons Limited) as on 28th May 2022, being the record date, as per the share exchange ratio, i.e., 5510 (five thousand five hundred and ten) fully paid-up equity shares of H 10 each of the Transferee Company for every 100 (one hundred) fully paid-up equity shares of H 10 each, held by such member in the Transferor Company, as envisaged in the Scheme of amalgamation. Subsequently, 40,666,835 equity shares of H 10/- each aggregating to H406668350/-and 67,48,229 (Sixty Seven Lakh Forty Eight Thousand Two Hundred And Twenty Nine) 0.001% Non-Convertible Cumulative Redeemable Preference Shares of H100/- (Rupees One Hundred only) each aggregating to H67,48,22,900/- (Rupees Sixty Seven Crore Forty Eight Lakh Twenty Two Thousand Nine Hundred Only) held by Transferor Company (i.e. Jupiter Wagons Limited) in Transferee Company were cancelled by operation of law. Members are requested to refer to note no. 19 forming part of the Audited Financial Statements which sets out for share capital.

2. Pursuant to the resolution of the Board of Directors at its meeting held on 17th December, 2022 and subsequent to the approval of the members of the Company by postal ballot resolution on 22nd January, 2023 the result of which was declared on 23rd January, 2023 in respect to the re-classification of the authorised share capital of the Company i.e. 88,00,000 (Eighty-Eight Lakhs) Preference Shares of H 100/- each laying unissued are cancelled for the purpose of reclassification by creating 8,80,00,000 (Eight Crores Eighty Lakhs) Equity Shares of H 10/ each and re-classification of the Authorised Share Capital from H 4,76,85,00,000/- (Rupees Four Hundred Seventy-Six Crores Eighty- Five Lakhs only) divided into 38,88,50,000 (Thirty-Eight Crores Eighty-Eight Lakhs and Fifty Thousand Equity Shares of H 10 each aggregating to H 3,88,85,00,000 (Rupees Three Hundred Eighty-Eight Crores and Eighty Five Lakhs only) and 88,00,000 (Eighty-Eight Lakhs) Preference Shares of H 100/- each aggregating to H 88,00,00,000 (Rupees Eighty-Eight Crores Only) to 47,68,50,000 (Forty-Seven Crores Sixty-Eight Lakhs Fifty Thousand) Equity Shares of H 10/- each aggregating to H 4,76,85,00,000 (Rupees Four Hundred Seventy-Six Crores Eighty-Five Lakhs Only).

3. Pursuant to the resolution of the Board of Directors dated 17th December, 2022 the approval and subsequent to the shareholders of the Company by the postal ballot resolution on 22nd January, 2023, the result of which was declared on 23rd

January, 2023 to create, offer, issue, and allot such number of Equity Shares, and/or securities convertible into Equity Shares at the option of the Company and/ or the holders of such securities, and/ or securities linked to Equity Shares, and/or any other instrument or securities representing Equity Shares and/ or convertible securities linked to Equity Shares (all of which are hereinafter collectively referred to as “Securities”) (including with provisions for reservations on firm and/or competitive basis, or such part of issue and for such categories of persons as may be permitted) through one or more of the permissible modes including but not limited to private placement, qualified institutions placement (“QIP”), and follow on public offer or a combination thereof, to any eligible investors, including, resident and/or non-resident/ foreign investors (whether institutions and/or incorporated bodies and/or trusts or otherwise)/ foreign portfolio investors/mutual funds/pension funds/venture capital funds/ banks/alternate investment funds/Indian and/or multilateral financial institutions, insurance companies and any other category of persons or entities who/ which are authorised to invest in Securities of the Company as per extant regulations/guidelines or any combination of the above as may be deemed appropriate by the Board in its absolute discretion (whether or not such investors are Members of the Company, to all or any of them, jointly and/or severally), for cash, in one or more tranches, for an aggregate amount of up to H 150,00,00,000/-(Rupees One Hundred Fifty Crores Only) (inclusive of such discount or premium to market price or prices permitted under applicable law). In QIP Committee meeting of the Board of Directors of the Company on 15th May, 2023, the issue of equity shares of the Company of face value of H 10 each (the “Equity Shares”), the preliminary placement document dated 10 th May, 2023 (“Preliminary Placement Document”) and the placement document dated 15th May, 2023 (“Placement Document”), 1,20,39,611 Equity Shares, bearing distinctive numbers 42,81,14,255 to 44,01,53,865 to 15 successful bidders at the issue price of H 103.75 per Equity Share (which includes H 93.75 towards share premium) and reflects a discount of H 5.37 (i.e. 4.92 %) on the Floor Price of H 109.12 as defined in the Preliminary Placement Document, against receipt of full payment of application monies in the escrow account opened for the Issue, aggregating to approximately H 1,24,91,09,641.25 out of total amount of H125,00,00,000/- (One Hundred and Twenty Fifty Crores) in accordance with Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations”), and the provisions of all other

applicable laws, rules and regulations, guidelines, circulars and notifications.

DIRECTORS AND KMP

The Board of Directors comprises of following directors as on 31st March, 2023:

Sr.

No

Name of the Member

Category

1.

Mr. Vivek Lohia#1

Managing Director

2.

Mr. Vikash Lohia#2

Whole Time Director

3.

Mr. Asim Ranjan Dasgupta#3

Whole Time Director

4.

Mr. Abhishek Jaiswal

Whole time Director

5.

Mr. Samir Kumar Gupta#4

Whole Time Director

6.

Mr. Prakash Yashwant Gurav

Non-Executive Independent Director

7.

Mr. Manchi Venkat Rajarao

Non-Executive Independent Director

8.

Ms. Vineeta Shriwani

Non-Executive Independent Director

9.

Mr. Avinash Gupta#5

Non-Executive Independent Director

10.

Mr. Ganesan Raghuram

Non-Executive Independent Director

11.

Mrs. Madhuchhanda Chatterjee#6

Non-Executive Independent Director

#1 Mr. Vivek Lohia re-designated as Managing Director with effect from 30th May, 2022.

#2 Mr. Vikash Lohia appointed as Whole Time Director with effect from 30th May, 2022.

#3 Mr. Asim Ranjan Dasgupta appointed as Whole Time Director with effect from 30th May, 2022.

#4 Mr. Samir Kumar Gupta appointed as Whole Time Director with effect from 30th May, 2022 and ceased to be Whole Time Director w.e.f. 9th April, 2023.

#5 Mr. Avinash Gupta appointed as Independent Director with effect from 30th May, 2022.

#6 Ms.Madhuchhanda Chatterejee re-designated as Non-Executive -Independent Director with effect from 30th May, 2022.

Cessation of Directors

1. Ms. Vineeta Shriwani has ceased to be Independent Director of the Company with effect from 25th March, 2023 with the close of business hour upon completion of her five year term. The Board of Directors of the Company place on record their deep appreciation for wisdom, knowledge and guidance provided by Ms. Vineeta Shriwani during her tenure.

2. Mr. Samir Kumar Gupta ceased to be Whole Time Director of the Company w.e.f. 9 th April, 2023 due to his sad demise on 9 th April, 2023. The Board of Directors places on record its wholehearted condolence to the family of Mr. Samir Kumar Gupta for his unfortunate demise and also place on record appreciation for wisdom, knowledge and guidance provided by him during his tenure.

KEY MANAGARIAL PERSONNEL OF THE COMPANY

Pursuant to the provisions of Section 203 of the

Companies Act, 2013 the Key Managerial Personnel

(‘KMP’) of the Company are: Mr. Abhishek Jaiswal, Whole Time Director and Chief Executive Officer, Mr. Sanjiv Keshri, Chief Financial Officer and Mr. Deepesh Kedia, Company Secretary (w.e.f. 13.02.2021 to 05.08.2023) and Mr. Ritesh Kumar Singh, Company Secretary (w.e.f. 07.08.2023).

Re-Appointment of Directors retiring by rotation:

In terms of the provisions of the Companies Act, 2013, Mr. Asim Ranjan Dasgupta (DIN: 02284092) Whole Time Director of the Company, retires at the ensuing Annual General Meeting, being eligible and has offered himself for re-appointment. The necessary resolution for re-appointment of Mr. Asim Ranjan Dasgupta forms part of the Notice convening the ensuing Annual General Meeting.

The profile and particulars of experience, attributes and skills that qualify for Board membership, are disclosed in the Notice of the ensuing Annual General Meeting of the Company.

NUMBER OF BOARD & COMMITTEE MEETINGS

During the year, twelve (12) Board Meetings were convened and held. Additionally, several committee meetings were also held. The details of meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

We confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has devised a performance evaluation of Independent Directors, Board, Committees and other Individual Directors which include criteria for performance evaluation of the nonexecutive directors and executive directors.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the SEBI Listing Regulations, 2015.

The Ministry of Corporate Affairs vide its circular dated 22nd October 2019 further amended the Companies (Appointment and Qualification of Directors) Rules, 2014 by requiring an Independent Director to apply online, within 1st May 2020, to the Indian Institute of Corporate Affairs for inclusion of his/her name in the data bank for such period till he/she continues to hold office of an Independent Director in any Company. The Independent Directors were also required to submit a declaration of compliance in this regard. All the Independent Directors

of the Company have submitted the declaration with respect to the same.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: https:// jupiterwagons.com/investors/

INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on 22nd March, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of NonIndependent Directors and the Board as a whole, the performance of the Chairman of the Company, taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning, performance of the Committees and of individual Directors, pursuant to the provisions of the Act and the SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of the IDs, the performance of the Non-Independent Directors and the Board as a whole was undertaken.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the Company, the resilience of the Board and the Management in

navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties. In the coming year, the Board intends to enhance focus on sustainability and decarbonisation.

BOARD DIVERSITY

The Board ensures that a transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is ensured that the Board has an appropriate blend of functional and industry expertise.

MANAGERIAL REMUNERATION

In compliance with the requirements of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the remuneration details of Directors and employees is given in as Annexure-B to this report.

COMMITTEES OF THE BOARD

There are various Committees constituted by the Board as stipulated under the Act and SEBI Listing Regulations namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, Credit Committee of Board, QIP Committee, and Corporate Social Responsibility (CSR) Committee. Brief details pertaining to composition, terms of reference, meetings held and attendance thereat of these Committees during the year has been enumerated in Corporate Governance report which forms a part of this Annual Report.

AUDIT COMMITTEE RECOMMENDATIONS

During the year, all recommendations ofAudit Committee were accepted by the Board of Directors.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Directors state that:

a) in the preparation of the annual accounts for the year ended 31st March, 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 as at 31st March, 2023 and of the profit or loss of the Company for the year ended on that date;

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 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 are 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has maintained adequate internal financial controls system over financial reporting commensurate with the size, scale and complexity of its operations. This includes policies and procedures - (a) pertaining to the maintenance of records that are reasonably detailed, accurately and fairly reflects the transactions and dispositions of the assets of the Company, (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company, and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material impact on the financial statements. Such internal financial controls over financial reporting were operating effectively as of 31st March, 2023 to ensure orderly and efficient conduct of the business operations.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed there under.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

DEPOSITS

The Company has not accepted any public deposits during the Financial Year ended 31st March, 2023 and as such, no amount of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT

Since the Company has not accepted any deposits during the Financial Year ended 31st March, 2 023, there has been no non-compliance with the requirements of the Act.

EXTRACT OF THE ANNUAL RETURN

In term of provisions of section 92 and section 134 of the Companies Act, 2013 read with Rule 12 of the companies (Management and Administration) Rules, 2014, the Annual Return of your Company as on 31st March, 2023 is available on Company website and can be accessed at the link: https://jupiterwagons.com/investors/

CORPORATE GOVERNANCE

The Company ensure that we evolve and follow the corporate governance guidelines and best practices diligently, not just to boost long-term shareholder value, but also to respect rights of the minority. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company. In accordance with our Vision, Jupiter Wagons aspires to be the global wagon industry benchmark for value creation and corporate citizenship. Jupiter Wagons expects to realise its Vision by taking such actions as may be necessary in order to achieve its goals of value creation, safety, environment and people.

Pursuant to the SEBI Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, forms part of this Annual Report.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board Members and Senior Management Personnel of the Company, who have affirmed the compliance thereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as required in terms of the provision of Regulation 34 of the SEBI Listing Regulations forms part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the SEBI Listing Regulations, the Securities and Exchange Board of India (''SEBI''), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (''BRSR''). BRSR is a notable departure from the existing Business Responsibility Report and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of Environment, Social and Governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalisation, to prepare BRSR from the financial year 2022-23 onwards. Accordingly, the Business Responsibility & Sustainability Report is presented in a separate section, forming a part of the Annual Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient, forms part of the financial statements for the Financial Year ended 31st March 2023.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All the related party transaction entered into during the financial year were on Arms-Length basis, and were in ordinary course of business. Related party transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of section 188 of the Companies Act, 2013 and as defined under regulation 23 of Listing Regulations, 2015, a detailed disclosure of these transactions with the Related Parties are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3) (h) of the Companies Act, 2013. Hence, the prescribed Form AOC-2 does not form a part of this report.

During the year 2022-23, pursuant to section 177 of the Companies Act, 2013 and regulation 23 of Listing Regulations, 2 015, all RPTs were placed before the Audit Committee for its approval.

Members are requested to refer to note no. 44 forming part of the Audited Financial Statements which sets out related party disclosures.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: https://jupiterwagons.com/investors

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All the Related Party Transactions entered in the Ordinary Course of Business and at Arm’s Length were reviewed and approved by the Audit Committee. All Related Party Transactions are placed before the Audit Committee for its review on a quarterly basis. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and Listing Regulations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS AND COURTS

No significant and material order has been passed by the regulators, courts, impacting the Company’s operations in future.

No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

The Scheme of Amalgamation of Jupiter Wagons Limited (“JWL” or “Amalgamating Company” or “Transferor Company”) into and with the Commercial Engineers & Body Builders Co Limited (“Company” or “Amalgamated Company” or “Transferee Company”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, (“scheme”) has been approved by Hon’ble National Company Law Tribunal, Kolkata Bench vide Order dated 28th February, 2022 and Hon’ble National Company Law Tribunal, Indore Bench, vide order dated 13th May, 2022.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go in terms of section 134 (3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules,2014 forming part of the Director Report for the year ended 31st March 2023.

CONSERVATION OF ENERGY:

1. Company is committed to using energy for all its manufacturing operations by deploying adequate controls in order to optimize Energy Costs and maximize savings in all possible ways.

2. With the increased production the demand on Energy is on the rise. In accordance with the estimated requirements of Energy, the Company has selectively secured permission on the maximum demand from 6 MVA to 7 MVA in respect of its manufacturing Unit in Bandel, West Bengal. This timely step has saved Penalty Costs arising out of the excess demand.

3. Company has opened up Projects for implementation of generation and use of alternative Energy, mainly typically Solar Energy for its Plants in Jabalpur and Indore. It is anticipated that the Projects will materialize during the last Quarter of 2023-2024. The project is expected to generate countable savings on account of the cost of Power.

4. The Company has implemented LED lighting throughout Plants and Offices in order to conserve as much energy as possible.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is given in the Annexure -C to this report.

TECHNOLOGY ABSORPTION

The Company''s products are manufactured by using inhouse know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company persistently endeavors towards improvement in quality of its products.

FOREIGN EXCHANGE OUTGO AND EARNING

During the year under the review, the Company had Foreign Exchange Earnings of H 211.41 Lakh and Foreign Exchange Outgo of H 7713.87 Lakh.

INSURANCE

Your Company has taken appropriate insurance for all assets against foreseeable perils.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee comprising of Mr. Manchi Venkat Raja Rao (Chairman), Mr. P. Y. Gurav (Member) and Mr. Abhishek Jaiswal (Member). The Annual Report on Corporate Social Responsibility activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, containing a brief outline of the CSR Policy, the composition of the CSR Committee and requisite particulars, inclusive of the initiatives taken, as well as the expenditure on CSR activities is given in the Annexure -D to this Report.

The terms of reference, details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report.

The CSR Policy formulated by your Company is available on it''s website which may be accessed at the link: https://jupiterwagons.com/investors/

HUMAN RESOURCES Endless Possibilities

Jupiter Wagons maintains the culture of collaboration to promote participative innovation and excellence. Our organisation stands with the ethics of shared purpose to fulfil the corporate commitment towards sustainability and social responsibility encompassing the entire fraternity of stakeholders.

Talent acquisition and employee delight in all segments of our organisation are the key determinants which we believe as the foundation for our success. We provide our employees a professionally rewarding and growth-oriented career that enable them to realise their true potential. Ample opportunities for learning and development are ensured for our employees to be inspired to perform.

Jupiter Wagons Group believes in employee empowerment and thus allowing the employees freedom in mobilising decision. Our values are based on three primary elements viz. inclusivity, gender and cultural diversity and belongingness. A synchronisation with our employees and their well-being holds the top priority in all our actions and functions.

We describe ourselves as an employer rendering endless possibilities “where people come first” and an evergrowing talent pool for every dream.

PARTICULARS OF EMPLOYEES

At the end of March, 2023, your Company had 594 employees as compared to 512 employees as on 31st March, 2022.

The details of the ratio of the remuneration of each Director to the median employee''s remuneration and other particulars and details of employees as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-B of this Report.

The statement containing of employee''s remuneration as required under Section 197 of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

AUDITORS REPORT Presentation of financial statements

The financial statements of the Company for the year ended 31st March, 2023 have been prepared and disclosed as per Schedule III of the Companies Act, 2013.

Indian Accounting Standards, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013.

Statutory Auditors

Members of the Company at the Annual General Meeting held on 24th September, 2020 approved the appointment ofM/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N/NS00013) as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No.101248WB/W-100022) and also approved the

appointment as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 40th Annual General Meeting till the conclusion of 45th Annual General Meeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 as amended with effect from 7th May, 2018, the requirement of ratification of the appointment of the statutory auditor, by the members at every Annual General Meeting during the period of their appointment, has been withdrawn. In view of the above, no resolution is proposed for the ratification of appointment of M/s. Walker Chandiok & Co LLP, Chartered Accountants at the Annual General Meeting, and a note in respect of the same has been included in the Notice of the Annual general Meeting. However, they have confirmed that they are eligible to continue to act as Statutory Auditor of the Company.

The Auditors’ Report on Standalone and Consolidated financials for the financial year ended 31st March, 2023, does not contain any qualification, reservation or adverse remark. The Notes on Standalone and Consolidated financial statement referred to in the Auditor''s Report are self- explanatory and do not require any further comments and explanations.

Cost Auditors

In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records and have the audit of its cost records conducted by the Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act.

Further, Jupiter Wagons Limited (Transferor Company) has amalgamated into and with the Company with effect from 1st October, 2019, Pursuant to the Scheme of Amalgamation of Jupiter Wagons Limited (“JWL” or “Amalgamating Company”) into and with the Commercial Engineers & Body Builders Co. Limited (“Company”) and their respective shareholders and creditors under Section 230 to 232 and other applicable provisions of the Companies Act, 2013, rules made thereunder and other applicable laws, (“scheme”) approved by Hon’ble National Company Law Tribunal, Kolkata Bench vide Order dated 28th February, 2022 and Hon’ble National Company Law Tribunal, Indore Bench, vide order dated 13th May, 2022. Consequent to the amalgamation, the scope of cost audit has enhanced. Accordingly, the Board of Directors of the Company, based on the recommendation of the Audit Committee has approved remuneration of H 50,000/-(Fifty Thousand) plus applicable taxes.

The Board of Director of the Company has on recommendation of the Audit Committee approved the appointment of M/s. K Das & Associates (Firm registration No, 004404) for the year ending 31st March, 2023 and the

same is placed for ratification of members and forms part of the Notice of the Annual General Meeting.

Secretarial Audit

The Board has appointed Deepak Khaitan & Co. LLP., Practicing Company Secretaries, to conduct Secretarial Audit for the Financial Year 2022-2023. The Secretarial Audit Report for the Financial Year ended 31st March, 2023 is given in ANNEXURE-E to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Companies Act, 2013.

In addition to the above and pursuant to SEBI circular dated 8th February 2019, a report on secretarial compliance by M/s. Deepak Khaitan & Co. LLP. for the year ended 31st March, 2023 is being submitted to stock exchanges. The observations, reservations or qualifications provided in the said report is selfexplanatory and do not call for any further clarification.

Secretarial Standards

The Company has in place proper systems to ensure compliances with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such system are adequate and operating effectively.

DISCLOSURES:Audit Committee

The Audit Committee was reconstituted on 22nd March, 2023. During the financial year 2022-2023 the composition of the Audit Committee are as follows:

Sr.

No

Name of the Director

Chairperson / Member

Category

i.

Mr. Prakash Yashwant Gurav

Chairperson

Non-Executive Independent Director

ii

Mr. Manchi Venkat Raja Rao

Member

Non-Executive Independent Director

iii

Mr. Abhishek Jaiswal

Member

Executive Whole Time Director

iv

Ms. Vineeta Shriwani*

Member

Non-Executive Independent Director

v.

Mr. Ganesan Raghuram#

Member

Non-Executive Independent Director

* Ms. Vineeta Shriwani ceased to be an Independent Director of the Company and member of the Committee with the close of business hour with effect from 25th March, 2023 upon completion of her five year term.

# Appointed to be part of the Committee w.e.f. 22.03.2023.

All the recommendations made by the Audit Committee were accepted by the Board. The terms of reference, details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report.

QIP COMMITTEE

The Board of Directors in its meeting held 17th December, 2022 constituted QIP Committee for the purpose of issuance of further securities, through a qualified institutions placement of equity shares of the Company of face value of ^ 10 each (the "Equity Shares”) in accordance with Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations”) and Sections 42 and 62 of the Companies Act, 2013, as amended, (the


NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was reconstituted on 22nd March, 2023. During the financial year 2022-2023 the composition of the Nomination and Remuneration Committee are as follows:

Sr.

No

Name of the Director

Chairperson / _

Category

Member

1.

Mr. Manchi Venkat Raja Rao

Chairman

Non-Executive Independent Director

2.

Mr. Prakash Yashwant Gurav

Member

Non-Executive Independent Director

3.

Ms. Vineeta Shriwani*

Member

Non-Executive Independent Director

4.

Mr.Ganesan

Raghuram#

Member

Non-Executive Independent Director

*Ms. Vineeta Shriwani ceased to be an Independent Director of the Company and member of the committee from with effect from 25th March, 2023 with the close of business hour upon completion of five year term.

# appointed to be part of the Committee w.e.f. 22.03.2023

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board. The terms of reference, details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report.

STAKEHOLDER RELATIONSHIP AND INVESTORS'' GRIEVANCE COMMITTEE

The Stakeholder Relationship and Investors’ Grievance Committee comprises Mr. Manchi Venkat Raja Rao (Chairman), Mr. Prakash Yashwant Gurav (Member) and Mr.Abhishek Jaiswal (Member) as other members.

Sr.

No

Name of the Director

Chairperson / Member

Category

i

Mr. Manchi Venkat Raja Rao

Chairperson

Non-Executive Independent Director

ii.

Mr. Prakash Yashwant Gurav

Member

Non-Executive Independent Director

iii

Mr. Abhishek Jaiswal

Member

Executive Whole Time Director

All the recommendations made by the Stakeholder Relationship and Investors’ Grievance Committee were accepted by the Board. The terms of reference, details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Report.

RISK MANAGEMENT COMMITTEE

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the listing of Debt Regulation,

a Risk Management committee is compulsorily to be constituted by Top 1000 Listed entities. The company has constituted a Risk Management Committee on 30 th May 2022.

The Risk Management Committee was reconstituted on 22nd March, 2023. During the financial year 2022-2023 the composition of the Risk Management Committee are as follows:

Sr.

No

Name of the Director

Chairperson / Member

Category

i.

Mr. Prakash Yashwant Gurav

Chairperson

Non-Executive Independent Director

Ii

Ms. Vineeta Shriwani*

Member

Non-Executive Independent Director

iii

Mr. Abhishek Jaiswal

Member

Executive Whole Time Director

Iv

Mr. Ganesan Raghuram#

Member

Non-Executive Independent Director

* Ms. Vineeta Shriwani ceased to be an Independent Director of the Company with the close of business hour with effect from 25th March, 2023 upon completion of term.

# appointed to be part of the Committee w.e.f. 22.03.2023

CREDIT COMMITTEE / COMMITTEE OF DIRECTORS

The Board ofDirectors in its meeting held on 30th May 2022 constituted Credit Committee / Committee ofDirectors for delegating powers as envisaged under Section 179 (3) (d) to (f) for day to day business requirements of the company. The Composition of the Credit Committee is as under :-

Sr.

No

Name of the Director

Chairperson / Member

Category

i.

Mrs. Madhuchhanda Chatterjee

Chairperson

Non-Executive

Independent

Director

ii.

Mr. Vikash Lohia

Member

Executive Whole Time Director

iii.

Mr. Asim Ranjan Das Gupta

Member

Executive Whole Time Director

"Companies Act”) read with the rules issued thereunder (the "Issue”), to complete various legal, statutory and procedural formalities, including appointment of various intermediaries, filing the draft placement document in relation to the Issue with the stock exchanges where the equity shares of the Company are listed or any other statutory agencies or relevant authorities as may be required and other matters incidental thereto. The Composition of the QIP Committee is as under :-

Sr.

No

Name of the Director

Chairperson / Member

Category

i.

Mrs. Madhuchhanda Chatterjee

Chairperson

Chairman /

Independent

Director

ii.

Mr. Vikash Lohia

Member

Executive Whole Time Director

iii.

Mr. Abhishek Jaiswal

Member

Executive Whole Time Director

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formed a Whistle Blower Policy / Vigil Mechanism policy as required under Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. No personnel of the Company denied access to the Audit Committee.


The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at

the link https://jupiterwagons.com/investors/

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE UNDER SEXUAL HARASSMENT OF WOMEN & WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no complaints pertaining to sexual harassment.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude to the shareholders, customers, employees, bankers /financial institutions and vendors for their continued support and guidance. Your Directors recognise and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

For and on behalf of the BoardJUPITER WAGONS LIMITED

(Formerly known as COMMERCIAL ENGINEERS &

BODY BUILDERS CO LTD)Mr. Vivek Lohia Mr. Abhishek Jaiswal

Managing Director Whole Time Director & C.E.O.


Mar 31, 2018

The Directors take pleasure in presenting the 38th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2018.

Financial Highlights Rs. in Lakhs

Particulars

For the Year ended on

March 31, 2018

March 31, 2017

Revenue From Operations

9,936.96

15,051.79

Less - Excise Duty

247.46

4,518.09

Net Sales

9,716.50

10,533.70

Other Income

116.43

44.38

Total Income

9,832.93

10,578.08

Operating Expenses

9,711.01

10,372.22

Depreciation and Amortisation

1,035.23

1,035.80

Finance Cost

2,777.96

2,730.34

Profit / (Loss) for the Year

(3,691.27)

(3,560.28)

Other Comprehensive Income / (Loss)

5.32

(0.18)

Total Comprehensive Income / (Loss) for the year

(3,685.95)

(3,560.46)

Performance at glance

The Company continued under severe liquidity pressure during this year, severely affecting the orders from the major OEM customer of the Company.

The Company''s fortunes mainly depend on Medium and Heavy Duty Commercial vehicle (M & HCV) industry. Consequent to change in emission norms with effect from April 1, 2017, the demand for M & HCV segment was impacted during the first quarter. The second quarter of the year witnessed the transition to GST regime of the entire economy. The new tax system created some challenges on the overall business and economic front. On accounts of these factors, during the first two quarters of the fiscal 2018, the major commercial vehicle OEMs witnessed marginal change in demand in the M & HCV segment. This factor and the working capital constraints faced by the company, significantly affected the sale of tippers and load bodies.

The underlying demand for commercial vehicles had been very strong, mainly driven by investment in construction of roads / metro and other infrastructure, and growth in GDP. Thus M & HCV segment has been recording robust growth since beginning of quarter 3 of fiscal 2018.

Further, there has been shift of business from unorganized sector to the organized sector, post GST. This has resulted in sizeable demand for load bodies (mainly tippers and trailers) from the dealers of commercial vehicle OEMs.

While the liquidity and cash flow situation of the Company continues to be grim, the management pursued vigorously with major OEM and could obtain funding support to fulfill the orders from these OEMs. Similarly, it focused on demand from dealers of OEMs and direct customers where the payment terms facilitate the funding need to procure material.

It is heartening to note that the efforts of the management as explained above have yielded positive results. The Company has clocked the revenue from operations of Rs. 2,958 lakhs and Rs. 3,699 lakhs in quarter 3 and quarter 4, respectively of fiscal 2018. The revenue for quarter ended June 30, 2018 was Rs 4,584 lakhs.

However, as explained in the later part of our report, there is need for systematic funding support mechanism and other steps to address the working capital needs, so that the Company could take advantage of growing demand.

The management continued to focus on cost optimization on all fronts.

Despite the positive development on operational front, the Company reported a net loss of Rs 3,586 lakhs, mainly attributable to lower operating margin, significant finance cost and depreciation.

Cash flow situation, debt restructuring and revival of operations

The Company continued to operate under severe liquidity pressure during the year. As reported last year, one of the lending bank, curtailed the working capital facility from September 2017, impacting the rotation of funds required for purchase of material for fulfilment of customer orders. Since then, working capital funding needs have not been met by the lenders.

The Joint Lenders Forum invoked Strategic Debt Restructuring ("SDR") on 11 January 2017 in compliance with the guidelines effective on that date, by the Reserve Bank of India ("RBI"). On 12 October 2017, the lead bank communicated that SDR could not be completed within the timeframe prescribed by RBI and loan given by the lenders to the Company has been classified Non-Performing Assets in the books of lenders.

Since then, the lead bank has been in the process of identifying revival measures, including debt restructuring and other structural changes.

As explained above, the Company has been able to get and execute the customer orders mainly on account of funding support/advances from customers. In the absence of assured long term working capital support, the Company is unable to target higher volumes which in turn affects the generation of free cash flow. Thus the Company is caught in viscous circle.

Future Outlook

The Company is working with certain customers who give assistance for fulfillment of their orders.

However, current state of cash flow and working capital, significantly limits the ability of the Company to target higher sales and to plan entry into railway or similar new opportunities, for long term profitable growth.

The need for restructuring and revival measures is critical for long term profitable growth. The Board of Directors is confident about the positive outcome pursuant to the restructuring exercise currently undertaken by the lenders.

Details of Subsidiary, Joint Venture or Associates

The Company does not have any subsidiary company, associates company or joint venture. Accordingly, a statement of the subsidiary Companies/ Associate Companies/Joint Ventures as per Form AOC-1 is not required to be filed with MCA/ROC.

Extract of the Annual Return

The extract of Annual Return, in Form MGT -9 for the Financial Year 2017-18 has been enclosed with this report as Annexure III.

Meetings of the Board of Directors

The Board of Directors met five times during the year 2017-18 i.e. on 29th May 2017, 22nd August 2017, 14th September 2017, 14th December 2017 and 2nd February 2018. For further details, please refer Report on Corporate Governance of this Annual Report.

Directors Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, 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 as at March 31, 2018 and of the profit or loss of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 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 are 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.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. Pursuant to Regulation 27 of the Listing of Debt Regulation 2015, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Change in the Nature of Business, If any

There was no change in the nature of business of the Company during the Financial Year ended 31st March, 2018

Particulars of Loans given, Investments made, Guarantees given

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.

Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year 2017-18 were on an arm''s length basis and were in the ordinary course of the business. No materially significant related party transactions were entered into by the company with Promoters, Key Managerial Personnel or other designated persons, which may have potential conflict with interest of the company at large.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the linkhttp://www.cebbco.com/docs/profile for investors.html.

Members are requested to refer to Note No. 41 forming part of the Audited Financial Statements which sets out related party disclosures.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go in terms of section 134 (3)(m) of the act read with rule 8 of the Companies (Accounts) Rules, 2014 forming part of the Director report for the year ended March 31st, 2018.

Conservation of Energy:

1. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

2. No specific investment has been made in reduction in energy consumption.

3. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

Since the Company does not fall under the list of industries, which are required to furnish this information in Form A annexed to the aforesaid Rules, the information has not been given.

Technology Absorption

The Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company persistently endeavors towards improvement in quality of its products.

Foreign exchange outgo and earning

During the year under the review, the Company had Foreign Exchange Earnings Nil and Foreign Exchange Outgo of Rs. 272.86 lakhs.

Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the listing of Debt Regulation, a Risk Management committee is mandatory for the company having net worth of Rs. 500 Cr. or more or turnover of Rs. 1000 Cr. or more, or net profit of Rs. 5 Cr. or more during any financial year, hence the company has not constituted risk management committee. (Section 135 of the Companies Act, 2013)

The Company is facing severe issues on liquidity and working capital front. The Company continue to monitor the cash flows and working capital situation and suitable actions are initiated. A reference may be made to discussion on strategic debt restructuring in this report.

Corporate Social Responsibility (CSR)

A Corporate Social Responsibility Policy (CSR Policy) demonstrating the activities to be undertaken by the Company has been formulated by the Corporate Social Responsibility Committee (CSR Committee)and recommended to the Board, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://www.cebbco.com/docs/profile for investors.html.

The Annual Report on CSR activities has been annexed herewith as ANNEXURE - I

Internal Financial Controls

The Company has adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses were observed.

Directors and KMP

The Board of Directors comprises

Sr. No.

Particulars

Designation

1.

Dr. Kailash Gupta

Non-Executive Promoter Director(till 27.09.2017)

2.

Mr. Prakash Y Gurav

Independent Director

3.

Mr. Prabhakar Dalal

Independent Director(till 01.09.2017)

4.

Mr. M Venkat Rajarao

Independent Director

5.

Mr. Abhishek Jaiswal

Executive Director (w.e.f. 14.09.2017)

6.

Ms. Vineeta Shriwani

Independent Director (w.e.f. 26.03.2018)

During the year following changes have been in board of directors due to resignation / cessation:

Mr. Prabhakar Dalal, Independent Director resigned w.e.f. 1st September, 2017. The Board takes on record its appreciation of the services rendered by Mr. Prabhakar Dalal in various capacities during his association with the Company.

Mrs.Nandini Malpani, Non-Executive Director resigned from Directorship with effect from 20th May 2016.The Company initiated steps to induct ''woman director''. However, on account of deteriorating performance of the Company, it has been difficult to attract suitable candidate.

Ms. Vineeta Shriwani was inducted on the Board as Non-Executive Independent Director w.e.f 26th Day of March 2018. She is a Company Secretary and an advocate by profession and is presently working with Maharashtra State Electricity Transmission Company Limited, Mumbai (A Govt. of Maharashtra Undertaking).

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kailash Chand Gupta, Promoter Director of the Company, retired by rotation at the 37th Annual General Meeting. Mr. Gupta did not offer himself for re-appointment and consequently, the board vide in its meeting on August 22, 2017 did not to propose to re-appoint him as director in the 37th Annual General Meeting.

Mr. Abhishek Jaiswal was re-designated as Executive Director (Additional) and Chief Executive Officer w.e.f. 14th Day of October 2017, on same terms and conditions as recommended at the time of his elevation as Chief Executive Officer by the Nomination and Remuneration Committee in its meeting held on 13th Day of February 2017

We confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 ("SEBI LODR"). The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

On the basis of recommendations of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, an evaluation process was followed by the Board for its own performance and that of its Committees and individual Directors. During the year, a meeting of independent directors was held on February 2nd, 2018 to undertake performance evaluation of independent directors, Board of director as a whole and Committees of Board.

The details of Programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.cebbco.com/docs/profile for investors.html

AUDITORS REPORT

Statutory Auditors

M/s BSR and Co. LLP, Chartered Accountants (Registration No. 101247 W / W - 100022), who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment, subject to the approval of shareholders. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits and that they are not disqualified for reappointment. Members are requested to consider their reappointment, on a remuneration, to be decided by the Board or Committee thereof for the ensuring Financial Year i.e. 2018-19. The Auditors'' Report for the financial year ended 31st March, 2018, does not contain any qualification, reservation or adverse remark.

The Notes on financial statement referred to in the Auditor''s Report are self- explanatory and do not require any further comments and explanations.

Secretarial Audit

The Board has appointed Mr. S.K. Gupta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as ANNEXURE II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is self-explanatory and do not call for any further clarification.

DISCLOSURES:

CSR Committee

The CSR Committee comprises Mr. Manchi Venkat Raja Rao (Chairman), Mr. Prakash Yashwant Gurav (Member) and Mr. Abhishek Jaiswal (Member) as other members.

Audit Committee

The Audit Committee comprises Mr. Prakash Yashwant Gurav (Chairman), Mr. Manchi Venkat Raja Rao (Member), Mr. Abhishek Jaiswal (Member) and Ms. Vineeta Shriwani as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Agreement, includes an Ethics Officer and other Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Ethics Officer and other Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link http://www.cebbco.com/docs/profile for investors.html.

Employee

There is no employee in the company whose particulars are required to be disclosed under the provisions of Section 197(12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereto.

GENERAL

1) Public Deposit - Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.

3) Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of this report -

4) Share Capital - The paid up equity capital as on March 31, 2018 was Rs. 54,94,29,640.00.

The Company has issued in FY 2014-15, 2,000,000 Unlisted Non-Convertibles, Cumulative Redeemable Preference Shares of the Company of the face value of Rs. 100/- each, for an aggregate value of Rs. 20 Crores, at par, on a private placement basis, jointly to the promoters i.e. Mr. Kailash Chand Gupta and Mrs. Rekha Gupta. Up to March 31, 2018, Rs. 13.00 Crores has been paid up.

The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Prevention of Sexual Harassment at Workplace under Sexual Harassment of Women & Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review, there were no complaints pertaining to sexual harassment.

Acknowledgement

Your Directors take this opportunity to express their gratitude to the customers, employees, bankers /financial institutions and vendors for their continued support and guidance.

For on behalf of the Board

COMMERCIAL ENGINEERS & BODY BUILDERS CO. LTD.

Place : Pune

Date: 03.08.2018 P.Y. Gurav Abhishek Jaiswal

Director Executive Director &

DIN : 02004317 Cheif Executive Officer

DIN:07936627


Mar 31, 2016

To the Members of

Commercial Engineers & Body Builders Co Ltd

The Directors present the 36th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2016.

Financial Highlights In Rs. Lacs

Particulars

2015-16

2014-15

Gross Sales

14887.06

15238.46

Net Sales (Excluding Excise Duty)

10816.00

11844.38

Other Income

112.72

239.98

Total Expenditure

15648.06

18120.44

Profit/(Loss) Before Tax and exceptional items

(4719.34)

(6036.08)

Exceptional Item (impairment of assets)

5367.00

6300.00

Provision/ (Write back) of Income Tax

389.87

(2081.47)

Profit/(Loss) After Tax

(10476.21)

(10254.47)

Balance (Brought Forward From Previous Year)

(7988.00)

2266.61

Balance (Carried Forward to Balance Sheet)

(18464.21)

(7988.00)

Performance at Glance

The Company has recorded gross sales of Rs. 14887.06 Lakhs in the closed financial year 2015-16, which is 2.31% lower as compared to the previous financial year.

Further, your Company has recorded loss before tax & exceptional item of Rs. 4,719.34 Lakhs (Previous year loss : Rs. 6,036.08 Lakhs).

The loss after tax is at Rs. 10476.21 Lakhs in the current year. (Previous year loss: Rs.10254.61 Lakhs).

Dividend

No dividend is recommended for distribution to the members for the year under review, as the company has incurred losses.

Erosion of Net Worth

In terms of requirements of Section 23(1)(b) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) , a report of the Board of Directors on erosion of more than 50% of the Company''s peak net worth during the immediately preceding four financial years along with its causes is being submitted herewith to the Members of the Company.

The accumulated losses as at the end of financial year ended March 31, 2016, stood at Rs.184.64 Crore which are more than 50% of its peak net worth of Rs. 137.02 Crore during the four financial years preceding the financial year.

Causes of Erosion of the relevant Net Worth:

CEO and Management made a presentation to the Board at the meeting held on 30th May 2016 and explained the causes of above referred erosion of net worth, which were reviewed by the Board.

The following are the major factors which have significant impact on the performance of the Company:

The company entered into a new business segment in the year 2010 related to Railway wagon refurbishment / Manufacturing considering, its Market potential. A substantial amount of investment of Rs 184 Crores was made in Fixed Assets relating to Railway unit besides some investment in Inventory & other working capital requirements. For this purpose, an External Commercial Borrowings of USD 12400000 (equivalent of Rs. 62.00 Crores Approx.) was raised to partly finance the same. Initially, the company did little business mainly for wagon Refurbishment. There has been severe price competition affecting ability of the company to take the orders and subsequently due to market slowdown, the tenders were not released by the Railways Department.

The accumulated losses and erosion of net worth are mainly on account of the following:

(a) Impairment Loss of Rs 116.67 Crores provided for Railway Assets (Rs 53.67 Crores in FY 15-16 & Rs. 63.00 Crores provided in FY 14-15)

(b) Loss of Rs. 16.64 Crores (Rs 14.34 Crores in FY 15-16, Rs 0.19 Crores in FY 14-15 & Rs 2.10 Crores) on account of provisioning for doubtful debts and advances.

(c) Loss of Rs. 7.99 Crores (Rs 3.13 Crores in FY 15-16 & Rs 4.86 Crores in FY 14-15) due to write off / provisioning made for slow & Non Moving Inventory relating to Discontinued Businesses/ Projects.

(d) The Company''s interest cost increased significantly on account of borrowing for the railway project and consequent borrowings, to fund the losses and operational Losses due to underutilization of capacity & working capital constraints.

(e) Due to funding constraints the volume were adversely affected and also compelled the Company to procure certain raw material by paying higher prices.

The Board in its meeting held on 10th August, 2016 also approved Report of even date to such erosion and causes for such erosion, for consideration of the shareholders in the Extra Ordinary General Meeting to be convened on Saturday, 24th September; 2016.The said Report is enclosed as an Annexure to the Notice of the Extra Ordinary General Meeting. In terms of the requirement of SICA, the Company shall also report to Board for Industrial and Financial Reconstruction (BIFR) the fact of erosion after consideration of the Report by the shareholders in the ensuing Extra-Ordinary General Meeting.

Future Outlook

Due to working capital constraints, the Company is not in position to target higher volumes. It continues to depend on support given by its major customers for production.

The Board, after considering the various steps implemented and/or to be undertaking for improvement of performance of the Company is optimistic that the Company would be able to implement effective measures to revive the operations. Accordingly, the financial statements for the financial year 2015-16 have been prepared on a going concern basis.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year 2015-16 were on an arm''s length basis and were in the ordinary course of the business. No materially significant related party transactions were made by the company with Promoters, Key Managerial Personnel or other designated persons, which may have potential conflict with interest of the company at large.

The Policy on Material related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the linkhttp://www.cebbco.com/docs/profile_for_investors.html.

Members attention is drawn to Note 34 of the financial statement which sets out related party disclosures.

Disclosure in Subsidiaries

The Company does not have any subsidiary.

Corporate Social Responsibility (CSR)

A Corporate Social Responsibility Policy (CSR Policy) demonstrating the activities to be undertaken by the Company has been formulated by the Corporate Social Responsibility Committee (CSR Committee) and recommended to the Board, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://www.cebbco.com/docs/profile_for_investors.html.

The Annual Report on CSR activities has been annexed herewith as ANNEXURE - I Internal Financial Controls

Details of internal financial control and its adequacy are included in the management discussion and analysis report, which forms part of this report.

Directors and KMP

The Board of Directors comprises -

Dr. Kailash Gupta Non Executive Promoter Director

Mr. Prakash Y Gurav Independent Director

Mr. Prabhakar Dalal Independent Director

Mr. M Venkat Rajarao Independent Director

During the year, following changes have occurred in the Board of Directors due to resignation/cessation:

Mr. Anil Gopal Joshi, Independent Director ceased to be member of the Board after his sad demise.

Mrs. Nandini Malpani, Non Executive Promoter Director, ceased to be member of the Board consequent to her resignation dated 19th May, 2016. The Board recognises the contribution made by these directors during their tenure.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kailash Chand Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Furthermore, we confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of recommendations of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, an evaluation process was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.cebbco.com/docs/profile_for_investors.html

AUDITORS REPORT

Statutory Auditors

M/s Deloitte Haskins & Sells LLP, (Firm''s registration number-117366W/W-100018), Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone (west), Mumbai-400 013, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for reappointment. In accordance with applicable provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, the Board Recommends their reappointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company.

The Notes on financial statement referred to in the Auditor''s Report are self- explanatory and do not require any further comments and explanations. Further, the Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion.

Secretarial Auditor

The Board has appointed Mr. S.K. Gupta, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016, is annexed herewith marked as ANNEXURE II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES: CSR Committee

The CSR Committee comprises Mr. Kailash Chand Gupta(Chairman), Mr. Manchi Venkat Rajarao and Mr. Prabhakar Dalal as other members.

Audit Committee

The Audit Committee comprises Mr. Prakash Yashwant Gurav (Chairman), Mr. Manchi Venkat Rajarao and Mr. Prabhakar Dalal as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the SEBI (LODR) Regulations, 2015, includes an Ethics Officer and other senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Ethics Officer and other Senior Officers or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company''s website at the link -http://www.cebbco.com/docs/profile_for_investors.html.

Meeting of the Board

6(Six) meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report.

Particulars of Loans given, Investments made, guarantees given and securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the audited financial statement.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go in terms of section 134 (3)(m) of the act read with rule 8 of the Companies (Accounts) Rules, 2014 forming part of the Director report for the year ended March 31st, 2016.

Conservation of Energy:

1. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

2. No specific investment has been made in reduction in energy consumption.

3. As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

The Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules.

Technology Absorption

Company''s products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required. The Company persistently endeavors for maintenance and improvement in quality of its products.

Foreign Outgo & Earning

During the year under the review, the Company had Foreign Exchange Earnings Nil and Foreign

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as ANNEXURE III to this Report.

Employee

There is no employee in the company whose particulars are required to be disclosed under the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereto.

GENERAL

1) Public Deposit - Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operation in future.

3) Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relate and the date of this report - This points needs to be reviewed close to the date of Report

4) Share Capital - The paid up equity capital as on March 31, 2016 was Rs. 54,94,29,640.00.During the previous year, the Company issued 2,000,000 unlisted non-convertible, cumulative redeemable preference shares of the Company of the face value of '' 100/- each, for an aggregate value of Rs. 20 Crores, at par, on a private placement basis, jointly to the promoters i.e. Mr. Kailash Chand Gupta and Mrs. Rekha Gupta. Up to March 31, 2016, Rs. 13.00 Crores has been paid up. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Directors Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 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 as at March 31, 2016 and of the profit or loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 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 are 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.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the customers, employees, bankers /financial institutions and vendors for their continued support and guidance.

For on behalf of the Board

COMMERCIAL ENGINEERS & BODY BUILDERS CO LTD.

Place: Mumbai P.Y. Gurav Prabhakar Dalal

Date: 10th August, 2016 DIN:02004317 DIN:00544948


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 35th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March 2015.

Financial Highlights In Rs. Lacs

Particulars 2014-15 2013-14

Gross Sales 15238.46 18536.94

Net Sales (Excluding Excise Duty) 11844.38 13885.99

Other Income 239.98 268.71

Total Expenditure 18120.44 20927.81

Profit/(Loss) Before Tax and (6036.08) (6773.11) exceptional items

Exceptional Item (impairment of asset) 6300.00

Provision for Tax (2081.47) 269.97

Profit/(Loss) After Tax (10254.61) (7043.08)

Balance Brought Forward From Previous Year 2266.61 9052.57

Reversal of Proposed Dividend (Net) 257.13

Balance Carried Forward to Balance Sheet (7988.00) 2266.61

Performance at Glance

The Company has recorded gross sales of Rs. 15238.46 Lacs in the closed financial year 2014-15, which is 18.00% lesser as compared to the previous financial year.

Further your Company has recorded profit/(loss) before tax & exceptional item is Rs. (6036.08) Lacs (Previous year loss: Rs. 6,773.11 Lacs).

The Profit / (loss) after tax is at Rs. (10254.61) Lacs in the current year. (Previous year loss: Rs. 7043.08 Lacs).

A reference may please be made to Management Discussion and Analysis Section for analytical information regarding performance of the current fiscal.

Dividend

No dividend is recommended for distribution to the members for the year under review as the company has incurred losses.

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance Requirements set out by SEBI. Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year 2014-15 were on an arm's length basis and were in the ordinary course of the business. The Company has not enter into any material or significant related party transactions with the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link. http://www.cebbco.com/docs/profile for investors.html.

The attention of Members is drawn to Note 35 of the financial statement which sets out related party disclosures.

Disclosure on Subsidiaries

The Company does not have any subsidiary.

Corporate Social Responsibility (CSR)

A Corporate Social Responsibility Policy (CSR Policy) demonstrating the activities to be undertaken by the Company has been formulated by the Corporate Social Responsibility Committee (CSR Committee) and recommended to the Board, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at the link: http://www.cebbco.com/docs/profile for investors.html.

The Annual Report on CSR activities has been annexed herewith as ANNEXURE - I

Risk Management

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, a Risk Management committee has been constituted by the company. The details of the committee and its terms of reference are set out in the Corporate Governance Report.

The company is continuously monitoring the risk and methods to mitigate these risks.

Internal Financial Controls

Details of internal financial control and its adequacy are included in the management discussion and analysis report, which forms part of this report.

Directors and KMP

The Board of Directors comprises of:

Mr. Anil Gopal Joshi - Chairman and Independent Director Dr. Kailash Chand Gupta - Non Executive Promoter Director Mr. Prakash Yashwant Gurav - Independent Director Mr. Prabhakar Ramchandra Dalal - Independent Director Mr. Manchi Venkat Rajarao - Independent Director Mrs. Nandini Malpani -Non Executive Promoter Director

The KMPs are as follows:

Mr. Deepak Tiwary - Chief Executive Officer Mr. Ajeet Garde - Chief Finance Officer Mr. Anurag Misra - Company Secretary

During the year following directors resigned :

Mr. Sevantilal Popatlal Shah - Independent Director Mr. Sudhir K Vadehra - Independent Director Mr. Ravi Gupta - Independent Director

In accordance with the provisions of the Act and the Articles of Association of the Company, Dr. Kailash Chand Gupta, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Further we confirm that the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 as well as under Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of recommendations of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, an evaluation process was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.cebbco.com/docs/profile for investors.html.

Statutory Auditors

M/s Deloitte Haskins & Sells LLP, firms' registration number-117366W/W-100018), Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone (west), Mumbai-400 013 Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. In accordance with applicable provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, Board recommends their re-appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company.

The Notes on financial statement referred to in the Auditor's Report are self- explanatory and do not require any further comments and explanations. Further, the Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer of opinion.

Secretarial Auditor

The Board has appointed M/s S.K. Gupta & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as ANNEXURE II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures :

Corporate Social Responsibility Committee

The CSR Committee comprises Mr. Anil Gopal Joshi (Chairman), Mr. Manchi Venkat Rajarao and Mr. Prabhakar Ramchandra Dalal as other members.

Audit Committee

The Audit Committee comprises Mr. Prakash Yashwant Gurav (Chairman) and Mr. Anil Gopal Joshi and Mr. Prabhakar Ramchandra Dalal as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics Officer and other Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Ethics Officer and other Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link http://www.cebbco.com/docs/profile for investors.html.

Meeting of the Board

Ten meetings of the Board of Directors were held during the year. For further details, please refer Report on Corporate Governance of this Annual Report.

Particulars of Loans given, Investments made, guarantees given and securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the audited financial statement.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go in terms of section 134 (3)(m) of the act red with rule 8 of the Companies (Accounts) Rules, 2014 forming part of the Director report for the year ended March 31st 2015.

Conservation of Energy:

1. Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved.

2. No specific investment has been made in reduction in energy consumption.

3. As the impact of measures taken for conservation and optimum utilisation of energy are not quantitative, its impact on cost cannot be stated accurately.

The Company does not fall under the list of industries, which should furnish this information in Form A annexed to the aforesaid Rules.

Technology Absorption

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company persistently endeavors for maintenance and improvement in quality of its products.

Foreign Outgo & Earning

During the year under the review, the Company had Foreign Exchange Earnings Nil and Foreign Exchange Outgo of Rs. 564.00/-Lacs.

Extract of Annual Return

Extract of Annual Return of the Company is annexed herewith as ANNEXURE III to this Report.

Employee

There is no employee in the company whose particulars are required to be disclosed under the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendment thereto.

GENERAL

1) Public Deposit

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

2) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in future.

3) Material changes affecting the financial position of the Company which have occured between the end of the financial year of the Company to which the financial statement relate and the date of this report - The Company has availed loan facility from finance company to the extent of Rs. 21 Crores and the same has interalia being utilised for repayment of the loan outstanding to a Bank (After negotiating a discount of Rs. 32 Lacs) for clearing of the statutory dues and for repayment of high cost loans.

4) Share Capital

During the year under review, the Company issued 2,000,000 unlisted non-convertible, cumulative redeemable preference shares of the Company of the face value of Rs. 100/- each, for an aggregate value of Rs. 20 Crore, at par, on a private placement basis, jointly to the promoters i.e. Mr. Kailash Chand Gupta and Mrs. Rekha Gupta. As of date Rs. 45/- per share is called up and paid up out of total face value of Rs. 100/-. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

Directors Responsibility Statement

Your Directors state that :

a) in the preparation of the annual accounts for the year ended March 31,2015, 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 as at March 31,2015 and of the profit or loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 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 are 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.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the customers, employees, bankers /financial institutions and vendors for their continued support and guidance.

For on behalf of the Board

Commercial Engineers & Body Builders Co Ltd

Place: Mumbai Anil Joshi Date: 6th August 2015 Chairman DIN: 0019927


Mar 31, 2014

Dear Members,

The Directors present the 34th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

Financial Highlights In Rs. Lacs

Particulars 2013-14 2012-13

Gross Sales 18536.94 59, 041.79

Other Income 268.71 138.41

Loss/Profit Before Tax (6773.11) 3,350.11

Provision for Tax 269.97 1, 499.55

Loss/Profit After Tax (7043.08) 1,850.56

Balance Brought Forward From Previous Year 9052.57 7,459.14

Balance C/F to Balance Sheet 2266.61 9052.57

Performance at Glance

The Company has recorded gross sales of Rs. 18536.94 Lacs in the financial year 2013-14, which is 68.60% lower as compared to that in the previous financial year.

The Company recorded a Loss before tax of Rs. 6773.11 Lacs (Previous year: Profit before tax of Rs 3,350.11 Lacs).

The Loss after tax was Rs. 7043.08 Lacs (Previous year: Profit after tax of Rs. 1,850.56 Lacs)

Further Company has recorded a loss of Rs. 16.91 Crores against the gross sales of Rs. 42.34 Crores in the First Quarter of the Current Fiscal (2014-15).

Dividend

No dividend is recommended for distribution to the members for the year under review as the company has incurred losses.

Directors

The Board of Directors currently consists of the following persons:

Mr. Anil Gopal Joshi - Chairman and Independent Director (Appointed on 15th July, 2014)

Dr. Kailash Gupta - Non Executive Director (Promoter) (Appointed on 15th July, 2014)

Mr. Prakash Y Gurav - Independent Director (Appointed on 15th July, 2014)

Mr. Prabhakar Dalal - Independent Director (Appointed on 15th July, 2014)

Mr. Venkat Raja Manchi Rao - Independent Director (Appointed on 15th July, 2014)

Mrs. Nandini Malpani - Non Executive Director (Promoter) (Appointed on 15th July, 2014).

The following persons who were Directors of the Company have resigned as Directors on 16th July, 2014:

Mr. Sevantilal Popatlal Shah - Independent Director (Resigned w.e.f. 16th July, 2014)

Mr. Sudhir K Vadehra - Independent Director (Resigned w.e.f. 16th July, 2014)

Mr. Ravi Gupta - Independent Director (Resigned w.e.f. 16th July, 2014)

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm''s Registration Number- 117366W/W-100018), Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone Road (west), Mumbai-400 013, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment. In accordance with the applicable provisions of section 139 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, the Board recommends their re-appointment as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting ("AGM") till the conclusion of the 37th AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM).

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Your Company has been continuously making efforts to conserve energy in all possible ways.

During the year under review, the Company has not absorbed any Foreign Technology.

During the year under review, the Company had Foreign Exchange Earnings of Rs. Nil and Foreign Exchange Outgo of Rs. 20.01 Lacs.

Employees

There is no employee in the Company whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and the amendments thereto.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

i) That in preparation of Accounts for the financial year ended 31st March, 2014 the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That 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/loss of the Company for the year under review.

iii) That 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 and;

iv) That the Directors have prepared the Annual Accounts for the Financial year ended 31st March, 2014 on a going concern basis.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the customers, employees, bankers / financial institutions and vendors for their continued support and guidance.

For on behalf of the Board Commercial Engineers & Body Builders Co Ltd

Place : Jabalpur Anil Joshi Date : 14th August 2014 Chairman


Mar 31, 2013

The Directors take pleasure in presenting the 33rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2013.

Financial Highlights (Rs.Lacs )

Particulars 2012-13 2011-12

Gross Sales 59,041.79 65,373.18

Other Income 138.41 227.12

Profit Before Tax 3,350.11 5,678.16

Provision for Tax 1,499.55 1,597.97

Profit after Tax 1,850.56 4,080.19

Balance Brought Forward 7,459.14 3,378.95

From Previous Year

Capitalised 0.00 0.00 on issue of bonus shares

Balance c/f to Balance Sheet 9,309.70 7,459.14

Performance at Glance

The Company has recorded gross sales of Rs. 59, 041.79 Lacs in the closed financial year 2012-13, which is 9.68% lower as compared to the previous financial year.

Further your Company has recorded profit before tax of Rs. 3,350.11 Lacs (Previous year: Rs. 5,678.16 Lacs).

The Profit after tax is at Rs. 1,850.56 Lacs in the current year. (Previous year:Rs. 4,080.19 Lacs)

Dividend

Your Directors recommend a final Dividend of 4% (Rs 0.40/- per equity share of Rs 10/- each) to be appropriated from the profits of the year 2012- 13, subject to the approval of the shareholders at the ensuing Annual General Meeting. The Dividend will be paid in compliance with applicable regulations.

Directors

The Board of Directors comprises of -

1 Dr. Kailash Gupta - Chairman cum Managing Director

2Mr. Ajay Gupta - Whole Time Executive Director (Resigned on 26th March, 2013)

3 Mr. Sevantilal Popatlal Shah - Independent Director

4 Mr. Sudhir K Vadehra - Independent Director

5 Mr. Akhil Shriprakash Awasthi - Non Executive Nominee Director (Resigned on 18th March, 2013)

6 Mr. Ravi Gupta - Independent Director

7 Mr. Praveen Kumar - Independent Director

Corporate Governance

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance forms part of the Annual Report.

Auditors

M/s Deloitte Haskins & Sells, firms'' registration number-117366W, Chartered Accountants, 32nd Floor, Tower 3, India Bulls Finance Centre, Senapati Bapat Marg, Elphinstone (West), Mumbai, 400 013 Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

Auditor''s report

Our auditors in clause (v) of the Annexure to the Independent Auditor''s Report have observed the need to strengthen the internal controls in the areas of purchase of inventory, fixed assets (including capital work in progress) and sale of goods and services with respect to timely and adequate maintenance of physical/electronic records .The Board & Audit Committee have directed the management to take all necessary actions/steps to strengthen the controls in the above referred areas.

The internal auditor of the company is also advised to perform the audit in these specific areas where the control weakness has been observed and report the progress to the Board & Audit Committee on periodic intervals.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Your Company has been continuously making efforts to conserve the energy in all possible ways.

During the year under review, the Company has not observed any Foreign Technology.

During the year under review, the Company has a Foreign Exchange Earnings of Rs. Nil and Rs. 6.86 Lacs as Foreign Exchange outgo.

Employee

The list of employees whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure A forming part of this report.

Place: Jabalpur Date: 12th August 2013

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors

confirm:- 1 That in preparation of Accounts for the financial year ended 31st March, 2013; the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

2 That 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 of the company for the year under review.

3 That 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 and;

4 That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2013 on a going concern basis.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the vendors, investors, banks and financial institutions for their continued support and guidance.

For and on behalf of the Board

Commercial Engineers & Body Builders Co Ltd Kailash Gupta Chairman cum Managing Director


Mar 31, 2012

To the Members of Commercial Engineers & Body Builders Co Ltd

The Directors take pleasure in presenting the 32nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

Financial Highlights

(Rs. in Lacs)

Particulars 2011-12 2010-11

Gross Sales 65,373.18 29,991.31

Other Income 227.12 285.48

Profit Before Tax 5,678.16 727.11

provision for tax 1,597.97 157.17

Profit After Tax 4,080.19 569.94

Balance Brought Forward 3,378.95 2,809.01 From Previous year

Capitalised on issue of 0.00 0.00 bonus shares

Balance c/f to Balance 7,459.14 3,378.95

Performance At glance

The Company has recorded gross sales of Rs. 65,373.18 Lacs in the closed financial year 2011-12, which is 117.97% higher as compared to the previous financial year.

Further your Company has recorded Profit before tax of Rs. 5,678.16 Lacs (Previous year: Rs. 727.11 Lacs).

The Profit after tax is at Rs. 4,080.19 Lacs in the current year. (Previous year: Rs. 569.94 Lacs)

Dividend

No dividend is recommended for distribution to the members for the year under review in view of the expansion plans ahead of the company.

Directors

The Board of Directors comprises of

Dr. Kailash Gupta - Chairman cum Managing Director

Mr. Ajay Gupta - Whole Time Executive Director

Mr. Bharat Bakhshi - Non Executive Nominee Director (Resigned on 10th August, 2011)

Mr. Sevantilal Popatlal Shah - Independent Director

Mr. Arun Kumar Rao - Independent Director (resigned on 13th December, 2011)

Mr. Sudhir K Vadehra - Independent Director

Mr. Akhil Shriprakash Awasthi - Non Executive Nominee Director

Mr. Ravi Gupta - Independent Director

Mr. Shyam Mani - Non Executive Additional Director (Resigned on 30th january, 2012)

Mr. Praveen Kumar (appointed on 13th December 2011)

Auditors

M/s Deloitte Haskins & Sells, firms' registration number- 117366W, Chartered Accountants, 12 Dr. Annie Besant Road, Opp. Shiv Sagar Estate, Worli, Mumbai, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting and being eligible offer themselves for re-appointment.

ConserVAtion of Energy, Technology Absorption and Foreign Exchange Earnings and Out go your Company has been continuously making efforts to con-serve the energy in all possible ways.

During the year under review, the Company has not observed any Foreign Technology.

During the year under review, the Company has a Foreign Exchange Earnings of Rs. nil and Rs. 39.34 Lacs as Foreign Exchange outgo.

Employee

The list of employees whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of

Employees) Rules, 1975 is given as Annexure A forming part of this report.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Directors confirm:-

i) That in preparation of Accounts for the financial year ended 31st March, 2012; the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That 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 of the company for the year under review.

iii) That 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 and;

iv) That the Directors have prepared the Annual Accounts for the Financial year ended 31st March, 2012 on a going concern basis.

Acknowledgements

your Directors take this opportunity to express their gratitude to the vendors, investors, banks and financial institutions for their continued support and guidance.

For and on behalf of the Board

Commercial Engineers & Body Builders Co Ltd

Place: jabalpur Kailash gupta

Date: 3rd August 2012 Chairman cum Managing Director


Mar 31, 2011

To the Members of

The Commercial Engineers & Body Builders Co Ltd

The Directors take pleasure in presenting the 31st Annual Report of the Company together with the Audited Accounts for the year ended 31 st March, 2011.

Financial Highlights

(Rs. in Lacs)

Particulars 2010-11 2009-10

Gross Sales 295,33.84 240,96.30

Other Income 7,42.95 4,78.76

Profit Before Tax 7,27.11 30,80.11

Provision for Tax 1,57.17 10,50.19

Profit After Tax 5,69.94 20,29.92

Balance Brought Forward From Previous Year 28,09.01 15,67.01

Capitalised on issue of bonus shares - 7,87.92

Balance c/f to Balance Sheet 33,78.95 28,09.01

Performance at a Glance

Your Company has recorded gross sales of Rs. 295,33.84 lakhs in the closed financial year 2010-11, which is 22.57% higher as compared to the previous financial year. Further your Company has recorded profit before tax of Rs. 7,27.11 lakhs (PY: Rs 30,80.11 lakhs). The Profit after tax is at Rs. 5,69.94 lakhs in the current year (PY: Rs. 20,29.92 lakhs).

Dividend

No dividend is recommended for distribution to the members for the year under review in view of the expansion plans ahead of the company.

Directors

The Board of Directors comprises of Dr. Kailash Gupta - Chairman and Managing Director, Shri Ajay Gupta - Whole Time Executive Director, Sri Bharat Bakhshi - Non-Executive Nominee Director (Resigned on 10th August, 2011), Shri Sevantilal Popatlal Shah - Independent Director, Shri Arun Kumar Rao - Independent Director, Shri Sudhir K Vadehra - Independent Director, Shri Akhil Shri Prakash Awasthi - Non- Executive Nominee Director, Shri Ravi Gupta-Independent Director, Shri Shyam Mani - Non-Executive Additional Director.

Auditors

M/s Deloitte Haskins & Sells, registration number-117366W, Chartered Accountants, 12 Dr. Annie Besant Road, Opp. Shiv Sagar Estate, Worli, Mumbai, Statutory Auditors of the Company would retire at the conclusion of this Annual General Meeting. Being eligible, the Auditors offer themselves for re-appointment.

"The Co, has received a letter, from them to the effect that their appointment, if made. would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956. You are requested to consider their appointment."

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

Your Company has been continuously making efforts to con-serve energy in all possible ways.

During the year under review, the Company has not absorbed any Foreign Technology.

During the year under review, the Company has had no Foreign Exchange Earnings of and a Foreign Exchange outgo of Rs. 0.27 lakhs.

Employee

The list of employees whose particulars are required to be disclosed under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, is given as Annexure A forming a part of this report.

Directors Responsibility Statement

Pursuant to Section 224 (1B) of the Companies Act, 1956, the Directors confirm:

i) That in preparation of accounts for the financial year ended 31st March, 2011, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

ii) That 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 of the company for the year under review.

iii) That the Directors have taken proper and sufficient care towards maintening 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 and;

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on agoing concern basis.

Acknowledgements

Your Directors take this opportunity to express their gratitude to the vendors, investors, banks and financial institutions for their continued support and guidance.

For and on behalf of the Board,

Commercial Engineers & Body Builders Co Ltd.,

Dr. Kailash Gupta

Chairman and Managing Director

Place: labalpur

Date: 10th August, 2011

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