DIRECTORS’ REPORT

Dear Stakeholders,

The Directors have pleasure in presenting their 27^th (Twenty Seventh) Annual Report together with the Audited Financial Statements, Auditors Report and the Report on the business and operations of the Company, for the financial year ended 31^st March 2018.

FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

The summary of operating results for the year 2017-18 and appropriation of divisible profits is given below.

(Rs. in Lacs)

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, the Companies Net Turnover has increase to Rs. 16973.86 lakh as against Rs 11,279.09 lakh of previous year, which is due to combined effort put by the management, employees and workers. Percentage increase in Sale turnover is 50.49% as compared to last year. Expenditure side of the company has also increased a bit from Rs.

11,192.91 lakh in previous year to Rs. 15,727.54 Lakh during the current year. Percentage increase in expenses is 40.51 %. Resultantly, the Company’s profit before tax and extraordinary items comes out to be Rs. 1,270.17 lakh as against Rs. 216.88 lakh during last year, Profit after tax is also increased to Rs. 803.80 Lakh from Rs. 137.61 Lakh. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company.

Comparison in tabular form is given below for determining the progress made by Company during last year -:

_____Amount in Lakhs

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2017-18. These funds will be utilized towards part-funding of the proposed expansions projects. Hence, Board of Directors decided not to recommend any dividend to the shareholders for the financial year 2017-18.

RESERVES

Your Directors have transferred Rs. 803.80 Lakh to the retained earnings for the financial year ended 31^st March, 2018.

DIRECTOR’S RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors including financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during Financial Year 2017-18.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability confirm:

a) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that we 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 profits of the Company for that period;

c) that proper and sufficient care has been taken 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) that the annual accounts have prepared on a going concern basis;

e) that proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and operating effectively.

A Management discussion and Analysis Report as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 is covered in different section and forms the part of this Report.

CORPORATE GOVERNANCE

Pursuant to Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with reports on Management Discussion & Analysis and Certificate from the Auditor regarding compliance of conditions of Corporate Governance are made part of this report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary. Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

DIRECTORS

Shri Vijay Singla is retiring by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment. In view of the valuable guidance and support received from him, your directors recommend his re-appointment at the ensuing annual general meeting.

Further, during the financial year 2017-18, no changes took place in the composition of the Board of your Company, however, Mr. Bhupinder Nayyar was appointed as an Additional Independent Director on the Board of Directors of the Company with effect from 17th May 2018, i.e., after the close of Financial year 2017-18.

Mr. Mithan Lal Singla being the Non-Executive (Non-Independent) Director in the Company have attained the age of 75 years. As per the Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, as amended, the continuation of the appointment of director who have attained the age of 75 years need approval of shareholders by way of Special Resolution. Hence, the Board recommends the shareholders to pass the resolution for continuation of appointment of Mr. Mithan Lal Singla by way of Special Resolution.

KEY MANAGERIAL PERSONNEL

During the period under review, there was no change in the key managerial personnel of your Company. The Key Managerial Personnel of your Company are as under-:

1. Mr. Madan Mohan Singla Managing Director

2. Mr. Vijay Singla Whole-Time Director

3. Mr. Rakesh Garg Whole-Time Director

4. Mr. Dhruv Singla Chief Financial Officer

5. Mr. Neeraj Kaushal Company Secretary

NUMBER OF MEETINGS Board Meeting:

Eleven Board Meetings were held during the year under review on 01/04/2017, 30/05/2017, 06/07/2017, 13/07/2017, 02/08/2017, 12/08/2017, 25/09/2017, 16/10/2017, 18/12/2017, 24/01/2018, 07/03/2018.

Audit Committee Meeting:

The Audit Committee comprises of three Directors, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia, Independent Director and Mr. Vijay Singla, Whole Time Director. All the recommendations made by the Audit Committee during the year were accepted by the Board. Four meeting of Audit Committee members were held in the year on 30/05/2017, 12/08/2017, 16/10/2017, 24/01/2018.

Nomination & Remuneration Committee Meeting:

Committee comprises of three Director, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia are the Independent Director & Mr. Mithan Lal Singla, Non-Executive Director. Four meeting of Nomination & Remuneration Committee were held on 01/04/2017, 29/05/2017,14/10/2017 & 24/01/2018.

Stakeholders Relationship Committee Meeting:

Committee comprises of three Director, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia are the Independent Director & Mr. Mithan Lal Singla, Non-Executive Director. Four meeting of Stakeholders Relationship Committee were held on 29/05/2017, 13/07/2017, 14/10/2017 & 24/01/2018

Independent Director Meeting:

As per the provisions of the Schedule IV of the Companies Act, 2013 there is requirement to hold the meeting of the Independent Directors (ID) once in a year in which no other Director should participate. To comply with this requirement, meeting of the Independent Directors was held on 24/01/2018.

The Company has received the necessary declarations from each ID in accordance with Section 149(7) of the Act that he/she meets the criteria of Independence as laid out in Section 149(6) of the Act and the listing Regulations.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Company does not have any company as its Subsidiary, Associates or its Joint Ventures.

EXTRACT OF ANNUAL RETRUN

The details forming part of the extract of the Annual Return in Form MGT-9 in Annexure-1 as per the provisions of the Act and rules framed there under is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the, no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended. Hence, the disclosure under Rules 5(2) and 5(3) does not forms the part of this Report.

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, in respect of directors/ employees of your Company forms the part of this Report. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has not given any loan, guarantee and investment which are covered under Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization of the risk and further lays out the steps for implementing and monitoring of the risk management plan.

The Company is taking all the suitable steps to avoid the risks that arise in the Company. There is no such threat to the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the companies Act, 2013 regarding Corporate Social Responsibility is applicable to the Company from the Current Year only. Company will make provisions under this regulation from the current year, whereas the Company is actively supporting various initiatives on its own for the betterment of the locals of the vicinity where the project of the Company is situated at Gholumajra.

RESEARCH & DEVELOPMENT, CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under this head are furnished in the Annexure-2 to this Report.

There has been no change in the Capital Structure of the Company during the year under review. However, the Authorized Share Capital of the Company was increased from existing Rs. 12,50,00,000/- (Rs. Twelve Crores Fifty Lakh only) to Rs. 17,00,00,000/- (Rs. Seventeen Crores only) by way of passing Special Resolution dated 7^thApril, 2018 by the members of the Company through Postal Ballot.

Further, the Board of Directors have also made the allotment of 12,00,000 (Twelve Lakhs only) warrants fully convertible into equity shares to Promoters, Promoter Group and NonPromoters on preferential basis on 2^nd July, 2018 i.e., after the close of the financial year. The said preferential allotment of warrants was approved by the members of the Company by way of special resolution dated 7^th April, 2018 passed through Postal Ballot. Your Company has got the in-principle approval of the Stock Exchanges (BSE & MSEI) for listing of the shares to be issued after conversion of the above said warrants.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17. During the period under review, there was no change in the nature of business of the Company.

DEPOSITS

Your Company has neither any outstanding deposits nor, has accepted any deposits from public under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, as amended, during the year under review

SECRETARIAL STANDARDS

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

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS

To the best of our knowledge, the Company has not received any such orders from regulators, courts or tribunals during the year which may impact the going concern status of the Company or its operations in future.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the Act) and the Rules framed there under. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has not received any complaint of sexual harassment during the year.

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 34(3) of SEBI (LODR) Regulations, 2015, your Company has adopted Vigil Mechanism policy that provides a formal mechanism for all Directors, Employees and vendors of the Company to approach the Chairman of Audit Committee and make protective disclosure about the unethical behavior, actual or suspended fraud or violation of the Code of Conduct of the Company.

The vigil mechanism comprises of whistle blower policy for directors, employees and vendors. During the period under review, no complaints/fraud was reported under the Vigil Mechanism Process established by the Company.

STATUTORY AUDITORS

M/s Suresh K Aggarwal & Co, Chartered Accountants was appointed as the Statutory Auditors under Section 139 of the Companies Act, 2013 and the Rules made thereunder, in the 26^th Annual General Meeting for the Financial Year 2017-18. Board Members were satisfied with the services provided by them and on the recommendation of the audit committee of the Company, Board of Directors of the Company has recommended the appointment of M/s Suresh K Aggarwal & Co, Chartered Accountants as the Statutory Auditors of the Company for a period of 5 years, from the Financial Year 2018-19 till the Financial Year 2022-23.

The Auditor’s Report for financial year 2017-18 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the Financial Statements in this Annual Report. Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records every year. The Company has appointed M/s Balwinder & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year 2018-19.

SECRETARIAL AUDIT

SV Associates, Practicing Company Secretaries, was appointed by the Board to conduct the Secretarial Audit of the Company for the fiscal 2018, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for fiscal 2018 forms the part of the Annual Report as Annexure-3 to the Board’s Report. There has been no Qualification(s) or adverse remarks by the Secretarial Auditor in his Secretarial Audit Report except the following observation-:

The Company has not complied with regulations 46 of the SEBI (LODR) Regulations and has not published some information on website of the Company.

Your Directors have given the following explanation to the observations of the Secretarial Auditors-:

The Company is maintaining and updating the website in time. Due to non-uploading of one or two polices the qualification was marked by the Secretarial Auditor. The Company is taking keen steps to upload these polices in time.

LISTING

The Shares of the company are listed at “Bombay Stock Exchange (BSE)” Mumbai. In December 2017, the shares of your Company also got listed on Metropolitan Stock Exchange (MSEI) and got its trading approval. The listing fees to the stock exchanges have regularly been paid by the Company.

INSURANCE

The properties/assets of your Company are adequately insured.

PARTICU

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 16 of the Notes to the financial statements. Details of transactions with related parties are given in Form AOC - 2 which is attached as Annexure-4.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments except as reported below which affected the financial position of your Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company’s stakeholders. The nomination and remuneration policy of the Company is annexed as Annexure-5 to this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board annually evaluates its performance as well as the performances of its committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.

The performance of the Whole Time Directors is evaluated by the Board by linking it directly with their devotion towards implementation and management of the growth parameters of the Company and the actual achievements of the Company.

The performance of the Non-Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

In line with the requirements of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 24^th day of January 2018, wherein the performance of the nonindependent directors including chairman was evaluated. The Board of Directors expresses their satisfaction with the evaluation process.

INDIAN ACCOUNTING STANDARDS

Your Company has adopted Indian Accounting Standards (‘Ind- AS’) with effect from 1st April, 2017 pursuant to the Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015. The implementation of IND-AS in 2017 was a major change in the accounting policy from 2017-18 onwards.

ACKNOWLEDGEMENT

We thank our Customers, Vendors, Dealers, Investors, Business Associates and Bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

FOR & ON BEHALF OF THE BOARD

JTL INFRA LIMITED

Sd/- Sd/-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)

DATE: 04/09/2018 MANAGING DIRECTOR WHOLE TIME

DIRECTOR

DIN: 00156668 DIN: 00156801

Sd/- Sd/-

DHRUV SINGLA NEERAJ KAUSHAL

Chief Financial Officer Company Secretary