Jayant Infratech Ltd Directors Report

TO THE MEMBERS

Your directors have pleasure in presenting the 20^th Annual Report on the business and operations of your company for the year ended on 31^stMarch, 2023 together with the requirements of the Companies Act, 2013 and the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this report covers the financial results and other developments during April 01, 2022, to March 31, 2023, in respect of Jayant Infratech Limited.

1. FINANCIAL RESULTS:

During the year under review, performance of the company is as under:

(Rupees in lacs)

PARTICULARS	31/03/2023	31/03/2022
Revenue from Operations	4248.39	3,829.76
Other Income	109.14	49.34
Total Revenue	4,357.53	3,879.10
Finance Cost	89.15	70.56
Depreciation & Amortization	16.31	19.56
Earnings before Tax	467.86	318.04
Current Tax	111.07	79.39
Short Provision for Tax in earlier years	1.08	(0.05)
Deferred Tax	(0.44)	(1.79)
Net Profit After Tax	356.15	240.50

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

The company is engaged in the field of Railway Infrastructure Development, specializing in the design, drawing, supply, erection, and commissioning of 25KV, 50Hz Single Phase Traction Overhead Equipment for electrification of new and existing railway tracks. The companys services range from concept to commissioning of railway infrastructure, covering everything from design to energization. The company is also expanding into the signalling and telecom sector, further strengthening its position in the railway infrastructure development industry. Its key clients include various zones of the Indian Railways, as well as large public and private sector entities. During the year under review, the company has made Revenue from Operations of Rs. 4,357.53 lacs and Net Profit after Tax of Rs. 356.15 lacs. The Board of Directors of your Company is optimistic about the future prospects of the Company. Your directors are of the view that the progressive growth of the company will continue in the subsequent financial year and are hopeful for bright future prospects. The financial result as reflected in the statement of profit and loss account of the company is self-explanatory.

3. TRANSFER TO RESERVES

The Board has decided not to transfer any amount to the Reserves for the year under review.

4. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company - https://www.jayantinfra.com/investors/StatutoryDisclosure/.

5. DIVIDEND: -

During the year under review, the board of directors do not recommend any dividend in order to strengthen the net worth of the Company by retaining the available surplus for the year ending March 31, 2023.

6. CHANGES IN NATURE OF BUSINESS:

To explore more profitable avenues and looking into the emerging opportunities in the field of business mines/mining, minerals the company altered its Object Clause in accordance with the Companies Act 2013. As known to all of us, the proposals have been passed through Postal Ballot on January 01, 2023. All the formalities regarding alteration of Memorandum of Association have been duly completed. The company has altered the Memorandum of Association to give effect to provisions of the Companies Act, 2013.

7. CHANGES IN PROPECTUS OF THE COMPANY:

During the year, the company made variation in the objects of the prospectus for which the funds were raised from Initial Public Offering (IPO). Originally, the money was raised with the purpose of leasing an office space in Mumbai to expand the companys business operations. However, due to the licensors inability to provide the required property on time, the company, through shareholders approval decided to use the IPO proceeds of 300 lakhs for its working capital needs and overall business expansion.

8. ALLOTMENT AND SHARE CAPITAL:

During the financial year 2022-2023, the company has raised Rs. 6,19,08,000/- by issuing 9,24,000 Equity Shares of face value of Rs. 10/- at a price of Rs.67/- per share (including a premium of Rs.57/- per Equity Share) through Initial Public Offer ("IPO"). The equity shares of the company were listed on BSE-SME Board since July 13, 2022. Furthermore, the Authorised Share Capital of the Company was increased from at Rs. 500,00,000/- (Rupees Five Crores only) divided into 50,00,000 equity shares of Rs. 10/- each to Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (one Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each, as approved by the shareholders by passing Ordinary resolution at its Extra-Ordinary General Meeting held through postal ballot on February 20, 2023. Additionally, the Company issued 64,71,124 bonus shares to its shareholders during the year 2022-2023 which resulted in enhancement in its paid-up share capital from Rs. 3,23,55,630/- to Rs. 9,70,66,860/-. The allotment of bonus shares was completed on March 10, 2023, to the shareholders.

As on March 31, 2023, the paid-up Equity Share Capital of the company was Rs. 9,70,66,860/- divided into 97,06,686 Equity Shares of Rs. 10 each/-, consequent upon increase in Authorised share Capital and issue of bonus shares.

9. DETAILS OF INITIAL PUBLIC OFFER (IPO):

The company has issued 9,24,000 equity shares of Rs. 10/- each at a price of Rs. 67/- each aggregating to Rs. 6,19,08,000/- through Initial Public Offer. The equity shares of Jayant Infratech Limited have been listed on Bombay Stock Exchange with effect from July 13, 2022, in the SME segment.

10. DEPOSITS:

During the year, Company has not accepted or renewed any deposits from the public in terms of the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under hence information regarding outstanding deposits is not required.

11. DEMATERIALISATION OF SHARES:

As on March 31^st, 2023, all Equity Shares of the Company are held in Dematerialized Form. The breakup of the Equity Shares held in dematerialized and physical form as on 31^st March, 2023 is as follows-

MODE	SHARES	% to Capital
Shares in Demat mode with NSDL	7618936	78.49
Shares in Demat mode with CDSL	2087750	21.51
Shares in Physical mode	0	0
Total	9706686	100

The Company ISIN No. is INE0KR801019, and Registrar and Share Transfer Agent is Bigshare Services Private Limited. 12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and commitments, if any affecting the financial position of the company which have been occurred between the ends of the financial year of the company to which the financial statements relates and the date of report.

13. SUBSIDARY, JOINT VENTURE AND ASSOCIATE COMPANY:

Your Company does not have any Subsidiary, Joint Venture or Associate company. Hence submissions of details in Form AOC-1 are not applicable to the Company.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the details of material contracts or arrangements or transactions with related parties is annexed here under as "Annexure II." Attention of the members is drawn to the disclosures of transactions with the related parties is set out in Notes to Accounts forming part of the financial statement.

15. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of section 152 of the act, Mrs. DAKSHA JOBANPUTRA (DIN: 00190145) director retires by rotation at the forthcoming annual General meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the members of the Company at the forthcoming Annual General meeting. During the year, Mr. Sagar Subhash Gulhane (Membership No. A67610) resigned from the position of Company Secretary & Compliance Officer and Ms. Shristi Ramani (Membership No. A64652) was appointed as Company Secretary & Compliance Officer with effect from September 12, 2022. Further, Mr. Om Prakash Sonwani (DIN: 09529546) resigned from the position of Independent Director of the Company, with effect from May 30, 2023, and Ms. Pragya Soni (DIN:10289228), was appointed as an Additional Director (in the capacity of an Independent Director) of the Company by the Board of Directors, effective from August 25, 2023.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

AND OUTGO:

15.1 Conservation of Energy:

a. The steps taken or impact on conservation of energy: -The company is putting continues efforts to reduce the consumption of energy and maximum possible saving of energy.

b. The steps taken by the company for utilizing alternate sources of energy: -The Company has used alternate source of energy, whenever and to the extent possible

c. The capital investment on energy conservation equipment: - NIL

15.2 Technology Absorption:

a. The effort made towards technology absorption: -No specific activities have been done by the Company.

b. The benefits derived like product improvement, cost reduction, product development or import substitution: -No specific activity has been done by the Company.

c. In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year: - N.A.

d. The expenditure incurred on Research &Development: - NIL

15.3 Foreign Exchange Earnings and Outgo:

There was no Foreign Exchange earnings and outgo during the financial year as required by the Companies (Accounts) Rules, 2014.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

18. PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees and related disclosures part of this Annual report as "Annexure II".

19. MEETINGS OF THE BOARD:

During the year under review, 11 (Eleven) Board Meetings were held, and details are given as under:

S. No.	Date of Meeting	Total Number of directors Attended the meeting
1.	05/04/2022	5
2.	06/04/2022	5
3.	24/06/2022	5
4.	01/07/2022	5
5.	08/07/2022	5
6.	06/09/2022	5
7.	14/11/2022	5
8.	22/12/2022	5
9.	14/01/2022	5
10.	20/01/2023	5
11.	02/03/2023	5

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e., not more than 120 days from the previous meeting.

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on September 06, 2022, to review the performance of Non-Independent Directors (including the Chairman) and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties. Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Regulations and are independent of the management.

21. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state -

a) That in the preparation of Annual Accounts, the mandatory Accounting Standards have been followed along with proper explanation relating to material departures.

b) That proper Accounting policies have been selected and applied consistently; and, the judgments and estimates that are made are reasonable and prudent so as give a true and fair view of the state of affairs of the company as on 31st March, 2023 and of the Profit of the Company for that period.

c) That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the Companies Act, 2013, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

d) That the Annual Accounts have been prepared on a going concern basis.

e) That the directors laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

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

22. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent directors have furnished declarations in accordance with the provisions of section 149(7) of the Companies act, 2013 regarding meeting the criteria of Independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178:

Pursuant to provisions of section 178 of the Companies act, 2013, the nomination and remuneration Committee carried out evaluation of every directors performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual directors has been made. Further, the evaluation of the independent directors was carried out by the entire Board, excluding the director being evaluated. The directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the report of the said evaluation, the present term of appointment of independent directors shall be continued with the Company.

24. COMPOSITION OF THE BOARD:

The Board consisted of following members: -

S. NO.NAME	DESIGNATION	DATE OF APPOINTMENT	DATE OF CESSATION, IF ANY
1. Daksha Jobanputra	Executive Director	15/01/2022	-
2. Rishi Jashwantrai Karia	Non-Executive Director	15/01/2022	-
3. Nilesh Jobanputra	Managing Director	25/01/2022	-
4. Rahul Chandrakant Pohekar	Independent Director	11/03/2022	-
5. Om Prakash Sonwani	Independent Director	11/03/2022	31.05.2023
6. Ms. Pragya Soni	Independent Director	25/08/2023	-

25. COMMITTEES OF THE BOARD:

The Board of Directors has constituted following Committees and their details are hereunder:

a) NOMINATION AND REMUNERATION COMMITTEE:

As per the provision of section 178, Schedule V and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute Nomination and Remuneration Committee. Hence, the Board constituted the Nomination and Remuneration Committee which consists of Two Independent Directors and One Non-Executive Director. The detailed composition of the members of the Nomination and Remuneration Committee at present is given below.

S.No. Name	Designation	Position in the Committee
1. Mr. Rahul Chandrakant Pohekar	Independent Director	Chairman
2. Mr. Om Prakash Sonwani	Independent Director	Member (resigned w.e.f 31.05.2023
3. Mr. Rishi Jashwantrai Karia	Non-Executive Director	Member
4. Ms. Pragya Soni	Non-Executive Director	Member (appointed w.e.f 25.08.2023)

b) AUDIT COMMITTEE:

As per provision of section 177 and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute Audit Committee. Hence, the Board constituted the Audit Committee which consists of Two Independent Directors and One Executive Director. The detailed composition of the members of the Audit Committee at present is given below:

S.No. Name	Designation	Position in the Committee
1. Mr. Rahul Chandrakant Pohekar	Independent Director	Chairman
2. Mr. Om Prakash Sonwani	Independent Director	Member (resigned w.e.f 31.05.2023)
3. Mrs. Daksha Jobanputra	Executive Director	Member
4. Ms. Pragya Soni	Non-Executive Director	Member (appointed w.e.f 25.08.2023)

c) STAKEHOLDER RELATIONSHIPCOMMITTEE:

As per provision of section 178 sub section (5) and other applicable provisions of Companies Act, 2013 read with rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014, the Board was required to constitute Stakeholder Relationship Committee. Hence, the Board constituted the Stakeholder Relationship Committee which consists of Two Independent Directors and One Executive Director. The detailed composition of the members of the Stakeholder Relationship Committee at present is given below:

S.No. Name	Designation	Position in the Committee
1. Mr. Rahul Chandrakant Pohekar	Independent Director	Chairman
2. Mr. Om Prakash Sonwani	Independent Director	Member (resigned w.e.f 31.05.2023)
3. Mrs. Daksha Jobanputra	Executive Director	Member
4. Ms. Pragya Soni	Non-Executive Director	Member (appointed w.e.f 25.08.2023)

26. AUDITORS:

i. Statutory Auditors:

The Companys Auditors, M/s. Gupta Agarwal & Associates, Chartered Accountants, who were appointed with your approval at the 19^th Annual General Meeting for a period of five years, will complete their present term on conclusion of the ensuing 24^th Annual General Meeting of the Company.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Rohtash Agrawal & Co., a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the F.Y. 2022-2023. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure IV to this Report. iii. Internal Auditor:

The Board appointed M/s Natwar Vinod & Co., Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2022-23.

iv. Cost Records and Audit:

The Cost Records and Cost audit as specified by the Central Government under section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 is not applicable to the company.

27. AUDITORS REPORT:

The observations, if any, made by the Statutory Auditors in their Auditors Report together with the notes to accounts, as appended thereto are self-explanatory and hence does not call for any further explanation. The Auditors Report does not contain any qualification, reservation, adverse remark, or disclaimer. During the Financial Year 2022-23, the Auditors have not reported any matter under section143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section134(3)(ca) of the Companies Act, 2013.

28. CORPORATE GOVERNANCE:

As per the Guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type (Pursuant to Regulations 15(2) of SEBI (LODR) Regulations 2015, the compliance with Corporate Governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of regulations and Para C, D and E of Schedule V shall not apply to the listed entity which has listed its specified securities on SME Exchange. Therefore, the Corporate Governance Report is not applicable to the Company, hence Corporate Governance Report do not form part of this Report.).

29. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements were adequate and operated effectively.

30. DETAIL OF FRAUD REPORTED BY AUDITORS:

There is no fraud reported by the auditors of the company.

31. MANAGEMNET DISCUSSION AND ANALYSIS REPORT:

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in ‘Annexure III and forms an integral part of the Directors Report.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Regulation 15 of the SEBI (LODR) Regulations, 2015 which states that Regulation 22 of the SEBI (LODR) Regulations, 2015 is not applicable to the Company. However, Your Company has voluntarily established a vigil mechanism named Policy on Whistle Blower & Vigil Mechanism pursuant to Section 177(10) of the Companies Act, 2013 which has been uploaded on the website of the Company at www.info@jayantinfra.com.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details loans/guarantees/ investments (if any) made by the Company under Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statement.

35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

36. RISK MANAGEMENT POLICY

With regard to risk management policy, the risk pertaining to business of the Company is discussed by the board of Directors at the Board Meetings on the regular basis. Further, the company need not required to formulate any specified risk management policy.

37. PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN &WORKPLACE:

The Company has placed an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Further no complaint was received during the year under review.

38. APPOINTMENT OF PRACTISING COMPANY SECRETARY:

The board appointed M/s Agrawal & Agrawal, Company Secretaries, Raipur, for Signing Annual Return and/or issue Certificate in Form MGT-8 (if required) as per Section 92 of the Companies Act, 2013, for the Financial Year 2023-2024.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there are no application made by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

40. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

41. COMPANY RELATIONS:

The company has maintained good industrial relations on all fronts. Your directors wish to place on record their appreciation for the honest and efficient services rendered by the employees of the company.

42. ACKNOWLEDGEMENTS:

Your directors wish to place on record their appreciation for the invaluable support and cooperation received from the auditors, bankers, customers, shareholders, and staff of the company.

On behalf of the Board of Directors
Sd/-
Nilesh Jobanputra
(Managing Director)	Sd/-
(DIN: 00188698)	Daksha Jobanputra
Place: Bilaspur	(Executive Director)
Date: 25/08/2023	(DIN: 00190145)