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You can view full text of the latest Director's Report for the company.

BSE: 514034ISIN: INE187A01017INDUSTRY: Textiles - Manmade Fibre - PFY/PSF

BSE   ` 4.42   Open: 4.42   Today's Range 4.42
4.42
+0.21 (+ 4.75 %) Prev Close: 4.21 52 Week Range 2.86
13.55
Year End :2024-03 

Your Resolution Professional (RP) has pleasure to present the 42nd
Annual Report and the Company's Audited Financial Statement for the
year ended 31st March, 2024.

The Company's financial performance for the year ended on 31st
March, 2024 is summarized below:

PARTICULARS

Year ended on
31st March, 2024

Year ended on
31st March, 2023

Revenue from Operations

1.94

1097.17

Other Income

0.01

12.35

Profit/(Loss)from the year before Finance
cost, Depreciation and exceptional items

(4.74)

(33.67)

Less : Finance Cost

0.09

235.18

Less : Depreciation and Amortisation
Expenses

0.00

14.20

Less : Exceptional Item

2.37

1,503.59

Profit / (Loss) Before Tax

(7.20)

(1786.64)

Current Tax

--

--

MAT Credit Entitlement

--

--

Short/(Excess) Provision of Tax of Earlier
Years (Net)

3.43

64.09

Deferred Tax

0.00

2.73

Profit / (Loss) for the year

(10.64)

(1853.46)

Other Comprehensive Income

0.00

(5.08)

Total Comprehensive Income for the year

(10.64)

(1858.55)

CORPORATE INSOLVENCY RESOLUTION PROCESS

During the year under review, vide an order dated 25th January, 2024,
passed by the Hon'ble NCLT, Ahmedabad Bench, the Company was
admitted to Corporate Insolvency Resolution Process (CIRP) and Mr.
Dhaval C. Khamar, Registration No. IBBI/IPA-001 /IP-P02574/2021 -
2022/13944 was appointed as Interim Resolution Professional. Later,
Mr. Mukesh Verma was appointed as the Resolution Professional of the
Company w.e.f. 15th April, 2024.

Pursuant to Section 17 of the Insolvency and Bankruptcy Code, 2016,
the powers of Board of Directors of the Company stand suspended
effective from the CIRP commencement date i.e. 25th January, 2024
and such powers along with the management of affairs of the company
were vested with the Resolution Professional.

Accordingly, Company has prepared Resolution Professionals' Report
instead of Board report and said report has been signed by Resolution
Professional only instead of Chairman or any director on behalf of Board
of Directors as required u/s 134 of the Companies Act, 2013.

PHYSICAL HANDOVER OF SECURED ASSETS & RELINQUISHMENT
OF MANAGEMENT CONTROL TO CFM ASSET RECONSTRUCTION
PRIVATE LIMITED (ASSET RECONSTRUCTION COMPANY)

As you are aware, on 13th August, 2021, all the lenders (except Tamilnad
Mercantile Bank Ltd) (TMB) have assigned the debts along with all the
rights and interests on the secured assets to CFM Asset Reconstruction
Private Limited (CFM) under the Securitization and Reconstruction
of Financial Assets and Enforcement of Security Interest Act, 2002
(SARFAESI) by executing two Assignment Agreements both dated 13th
August, 2021. A total of 14 fourteen lenders aggregating approximately
99 % of the total debt of the Company have assigned their debt to
an Asset Reconstruction Company called CFM Asset Reconstruction
Private Limited as on 31st March, 2022.

CFM Asset Reconstruction Private Limited has sold all secured assets
by way of private treaty under the SARFAESI Act, 2002 to Madelin
Enterprises Private Limited (MEPL) & CFM has sent intimation for sale
of all the assets of the company to Madelin Enterprises Private Limited
(MEPL). Accordingly, manufacturing operations from all locations have
been discontinued.

DIVIDEND

With the handover of the secured assets of the Company to Madelin Enterprises
Pvt Ltd (MEPL), no dividend is recommended on equity shares of the Company
for the year 2023-24.

However, the dividend on the preference shares will be carried forward for pay¬
ment in the next financial year.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2024 was X 81.87 crores and
Preference Share Capital as on 31st March, 2024 was
X 14.91 crores.

RESERVES & SURPLUS

You are well aware that, the balance standing in the Equity Share Capital account
along with Other Equity account (Reserves and Surplus) has completely been
eroded due repossession of assets by the Lender. The net worth of the Company
has turned negative as on the Balance Sheet date.

PERFORMANCE OF THE COMPANY

The Company's revenue for financial year 2023-24 was ^ 1.94 crores against
T1097.17 crores for the previous year. This was primarily due to discontinuation of
manufacturing operations of the Company.

DIRECTORS

All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013
and Regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

As your Company is under CIRP no change is proposed. Power of Board od Di¬
rectors have been suspended bursuant to section 17of the IBC 2016 on the com¬
mencement of the CIRP

Mr. Yash Gupta was appointed as an Executive Director on 12.02.2021 for
the period of three years. Accordingly his tenure as Executive Director of the
Company has ended on 11.02.2024.

BOARD EVALUATION

As the Company is under CIRP since 25th January, 2024, no formal annual
evaluation has been done for the directors performance and that of the
committees and individual directors as required under the provisions of Section
134 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 during the
Financial Year 2023-24.

BOARD COMMITTEES

As per the requirement of the Companies Act, 2013 and of SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015, the Board of
Directors of the Company has five Committees namely Audit Committee,
Stakeholders Relationship Committee, Risk Management Committee, Nomination
and Remuneration Committee and Corporate Social Responsibility Committee.
During the year under review, 6 (Six) Board Meetings were held on 11th April,
2023, 30th May, 2023, 27th June, 2023, 02nd August, 2023, 14th August, 2023 &
02nd November, 2023. The details of the attendance at these meetings and other
details such as constitution of the Committees and the meetings held during the
financial year 2023-24 are included in the Corporate Governance Report which is
forming part of Annual Report.

KEY MANAGERIAL PERSONNEL

Following are the Key Managerial Personnel of the Company:

Sr. No.

Name of the Person

Designation

1.

Mrs. Ujjwala Apte

Executive Director & Company Secretary
(Power Suspended)

NUMBER OF MEETINGS OF THE BOARD & AUDIT COMMITTEE

During the year Six Board Meetings and Three Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance
Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and relevant provisions of SEBI
(LODR).

SUBSIDIARIES

Company has an overseas subsidiary under the name and style of JBF Global Pte
Ltd based out at Singapore, which has subsidiaries, namely JBF Petrochemicals
Limited at Mangalore, India, JBF Trade Invest Pte Ltd at Singapore and JBF RAK
LLC at UAE with its own subsidiaries, JBF Bahrain WLL and JBF Global Europe
BVBA at Belgium.

Resolution Professional would like to bring to the attention of all stakeholders that
the step down subsidiary namely JBF Petrochemicals Limited (JPL) had defaulted
in payment of interest and repayment of principal to its lenders in FY17-18. The
consortium of lenders with IDBI Bank as the lead banker had made an application
under the Insolvency Bankruptcy Code, 2016 (IBC) to recover their dues before
the National Company Law Tribunal, Ahmadabad in May 2018. This subsidiary has
been taken over by GAIL through the CIRP

JBF Trade Invest Pvt Ltd was struck off and Restructuring process is going on for
JBF RAK LLC at UAE.

The Company had issued a corporate guarantee of USD 463.96 Million (equivalent
of ? 3,775.87 Crore) to the lenders of JBF Petrochemicals limited ('JPL"), a step
down subsidiary. One of the lenders of JPL vide it's letter dated 24th April, 2018
invoked corporate guarantee to the extent of USD 252.00 Million (equivalent of
^ 2,069.24 Crore) as JPL has defaulted in servicing its borrowings towards
principal and interest thereon. Company has denied above invocation and is
of the view that above corporate guarantee was valid only up to one year from
the Commercial operation date i.e. 31st March, 2017 and all obligation of the
Company towards above lenders stand rescinded, have fallen away and ceased to
exist as on 1st April, 2018. In view of the above, invocation of corporate guarantee
on 24th April, 2018 is not legally tenable and hence no provision is required
towards the guarantee so invoked. Company has discontinued recognition of
guarantee commission w.e.f. 1st April, 2018. Further IDBI bank has filed IA with
NCLT Ahmedabad against rejection of their claim in CIRP process.

As on 31st March 2023, M/s. Madelin Enterprises Pvt.Ltd., has acquired the hold¬
ing of our Company in the Subsidiary Company JBF Global Pte Limited situated
at Singapore under the Sarfaesi Act but pending transfer in the name of Madelin
Enterprises Pvt. Ltd., the shares are still in the company as on date. One of the
operational creditors of JBF RAK LLC, situated at UAE (JBF RAK), had made an
application with National Company Law Tribunal (NCLT) under Insolvency and
Bankruptcy Code, 2016 against the Company. for supply of raw materials to JBF
RAK and claimed for a debt of Rs. 12,848 lakh (USS19,899,091.53) as per notice
dated 17th February, 2020. This application stand dismissed as infrutuous. The
operational creditor of JBF RAK LLC has filed its claim with R, which aiso has
been rejected by him and matter is subjudice, as rejection is contensted by the
operational Creditor.

EXPLANATION/COMMENTS ON AUDIT QUALIFICATIONS

I.The Company's business as a “Going concern" -

As on the date of Balance Sheet, the lenders (except TMB) have assigned all their
debts to CFM. CFM has taken physical possession of the secured assets of the
Company on 11th November, 2021. Further, CFM has exercised its right to sell
the secured assets by way of private treaty under the SARFAESI Act, 2002 to
recover their dues.

Also, CFM has been in the helm of affairs of all the plants and corporate affairs
of the Company w.e.f. 13th August, 2021 which is as per the provisions of the
SARFAESI Act, 2002.

On 11th November 2021, CFM took physical possession of the secured assets
of JBF. Further the Company was in receipt of Intimation for sale of secured
assets by way of private treaty under the SARFAESI Act, 2002 on 11th May, 2022
and thereafter, proceeded to sell the same by way of private treaty under the
SARFAESI Act to Madelin Enterprises Private Limited (MEPL).

Further to the above mentioned points, we would like to bring to your kind attention
that the part of the secured assets including land, building, sundry debtors,
investments, cash and bank balances, deposits, intangible assets (including the
SAP software) and other movable assets have been sold to the MEPL by CFM on
6th June 2022 and balance assets were sold by CFM to MEPL on 20th December,
2022. In addition, MEPL has also taken over the affairs and operations of all the
three plants and the corporate office and the suspended Board of Directors have
no control over the same. With effect from 1st December,2022 manufacturing
operations from all locations have been discontinued.

2. INTEREST @ 9% ON BORROWINGS

As the Company was admitted to CIRP by the Hon'ble NCLT vide its order dated
25th January 2024, therefore, the Company has provided interest @ Nil% p.a.
w.e.f. 1st April 2023 on term loan, Cash Credit limits and Cumulative Redeemable
Preference Shares (CRPS) on its borrowings aggregating to ? 2,47,379 lakhs (Term
Loan
X 64,121 lakhs and Cash Credit ^ 1,71,862 lakhs and CRPS ? 11,396 lakhs)
as against the documented rate as required as per IND AS -23 "Borrowing Costs"
read with IND AS-109 on "Financial Instruments" since Company is unable to
service interest liability. Aggregate amount of interest not provided for as at 31st
March, 2024 is ^116,481 lakhs. The Same has been qualified by the Auditors in
their report on the results and was also qualified by the Auditors in their reports
on the Financial Statements & results for the earlier year/ quarters.

3. CLAIM FILED BY AN OPERATIONAL CREDITOR OF JBF RAK LLC,

(step-down subsidiary of the company)

In respect of Audit Qualification as referred in (Il) (a) (ii) above -application filed by
one of the operational creditors of JBF RAK LLC, a subsidiary of the Company,
against the Company - in view of the negotiation with the above creditors by
the JBF RAK LLC and based on past settlement by the Company with above
creditors in respect of raw material purchased by the Company, there will be no
liability on account of it and hence, management of the Company does not expect
any liability on account of above claim. The company has shown this amount as
Contingent Liability.

CORPORATE GOVERNANCE

As per Regulations 34 (3) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, a separate section on corporate
governance practices followed by the Company (including disclosures prescribed
under Section II of Part II of Schedule V of the Companies Act, 2013), together
with a certificate from the Company's Auditors on compliance forms an integral
part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The disclosures required under section 135 of the Companies Act, 2013, read
with the rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules,
2014 are annexed to Directors/ RP Report. The CSR Policy adopted by the Compa¬
ny is uploaded on the website of the Company at www.jbfindustries.co.in

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION) RULES, 2014

Disclosure Pertaining To The Remuneration And Other Details As Required Under
Section 197(12) Of The Act Read With Rule 5(2) Of The Companies (Appointment
And Remuneration of Managerial Personnel) Rules, 2014 Is Given In Annexure
And Forms Part of This Report. However, As Per The Provisions of The Section
136(1) Of The Act, This Report Is Sent To The Shareholders Excluding The Said
Information. Any Shareholder Interested In Obtaining Such Particulars May Write
To The Company At The Registered Office Of The Company.

COMPANY POLICIES:

The Company has formulated various policies which are available on our website:
www.jbfindustries.co.in

ANNUAL RETURN:

As required under Section 134(3)(a) and Section 92(3) of the Act, the data on
Annual Return has been uploaded on the Company's website viz: www.
jbfindustries.co.in

MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, WHICH HAVE OCCURRED AFTER THE END
OF THE FINANCIAL YEAR:

There were no material changes and commitments that may affect the financial
position of the Company, which may have occurred between the end of the finan¬
cial year and the date of this report.

MATERIAL ORDERS PASSED BY THE TRIBUNAL:

Hon'ble NCLT, Ahmedabad Bench has passed an order dated 25th January, 2024
admitting the CIRP of the Company.

MAINTENANCE OF COST RECORDS:

The provisions of Section 148(1) of the Act were not applicable to the Company
during the year under review.

NOMINATION & REMUNERATION POLICY

The Company has formed Nomination and Remuneration Committee
and framed the Remuneration Policy. The Committee has been given
responsibility of appointment and re-appointment of Whole-time
Director, Directors, Key Managerial Persons and the specified employees
/executives of the Company and approving their remuneration based on
their qualification experience and responsibility in the Company. This
Committee had no say in the appointment of the above mentioned
employees/executives post 13th August, 2021.

The salient features of Remuneration policy are included in Corporate
Governance Report forming part of this annual report.

RISK MANAGEMENT POLICY

As a good governance practice, the Company has constituted Risk
Management Committee. The Company has a Risk Management Policy
and a team to evaluate business risks. However, post 13th August,
2021 with CFM reigning control over the business operations of the
Company, the said Committee had a very limited role to play into the
business affairs of the Company.

Prior to 13th August, 2021, the Board of Directors used to regularly
review risk and threats in the business and takes suitable steps to
safeguard Company's interest.

RELATED PARTY TRANSACTIONS POLICY

As per statutory requirement the Company has framed a robust related
party transaction policy. As a policy all related party transactions
including sale and purchase which are entered into with subsidiary
companies, if any, are placed before the Audit Committee and also
before the Board for approval quarter on quarter. Omnibus approval is
obtained on a quarterly / annual basis for such transactions which are
of repetitive nature.

There are no material related party transactions during the period under
review with the Promoters, Directors or Key Managerial Personnel.
The Company has also formulated a policy on materiality as regards to
Related Party Transactions.

WHISTLE BLOWER POLICY

A whistle blower policy in terms of the Listing Regulations includes
Ethics & Compliance for senior executives of the Company. It also
includes vigil mechanism. Confidential disclosures can be made by
whistle blower through an e-mail, or a letter to the Committee member
or to the Chairman of the Audit Committee.

All efforts are taken to accept the observations of the whistle blower
and the appropriate action is taken accordingly.

Prevention of Sexual Harassment at Workplace Policy and Preservation
of Documents Policy

Separate Management Teams are appointed to review periodically at
different locations of the Company. These policies are also available on
website of the Company.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits from
the general public.

STATEMENT OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR:

No new directors have been appointed during the period

CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the year
under review.

INTERNAL FINANCIAL CONTROLS:

Your Company's internal controls systems commensurate with the nature and
size of its business operations. Adequate internal controls, systems and checks

are in place and the management exercises financial controls on the operations
through a well-defined budget monitoring process and other standard operating
procedures.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS BY COMPANY

On 13th August, 2021, all the lenders (except Tamilnad Mercantile Bank
Ltd) had assigned the debts along with all the rights and interests on
the secured assets to CFM Asset Reconstruction Private Limited (CFM)
under the Securitization and Reconstruction of Financial Assets and
Enforcement of Security Interest Act, 2002 (SARFAESI) by executing
two Assignment Agreements both dated 13th August, 2021. A total of
14 fourteen lenders aggregating approximately 99 % of the total debt
of the Company had assigned their debt to an Asset Reconstruction
Company called CFM as on 13th August, 2021. The Board of Directors'
are no longer in the helm of affairs of the Company w.e.f - 13th August,
2021. CFM was closely monitoring and managing the day to day plant
and corporate office operations through Deloitte Touche Tohmatsu
India LLP, Mumbai who had been appointed as the nodal agency by
CFM. Further, to the intimation of the said assignment, CFM had also
issued a demand notice under Section 13(2) of the SARFAESI Act, 2002
and the rules framed there under to recover the entire dues including
principal and interest. In response to the said notice, the Company had
given an "In principle consent" to handover the secured assets which
includes land, building, movable assets, inventory, sundry debtors,
investments in subsidiaries & step-down subsidiary, intangible assets
(including the SAP accounting software) and other current and non¬
current assets of the Company to CFM. On 11th November 2021, CFM
took physical possession of the secured assets of JBF Further the
Company was in receipt of Intimation for sale of secured assets by way
of private treaty under the SARFAESI Act, 2002 on 11th May, 2022 and
thereafter, proceeded to sell the same by way of private treaty under
the SARFAESI Act to Madelin Enterprises Private Limited (MEPL).

The Company was admitted by the Hon'ble NCLT vide its order dated 25th
January 2024 & Corporate Insolvency Resolution Process (CIRP) is in progress.

INSURANCE

All the properties of the Company including buildings, plant and machinery and
stock have been repossessed by CFM and proceeded to sell the same by way
of private treaty under the SARFAESI Act to Madelin Enterprises Private Limited
(MEPL) on June 2022.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i. that in the preparation of the annual accounts for the year ended 31st March,
2024, the applicable Indian Accounting Standards (IND-AS) have been
followed along with proper explanation relating to material departures, if any;

ii. the Directors/RP had 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/ loss of the Company for the year
ended on that date;

iii. that the Directors/RP 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;

iv. the annual accounts have been prepared on a going concern basis;

v. that the Directors/RP had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and
were operating effectively; and

vi. that the Directors/RP had devised proper systems that were adequate and
operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS:

As there were no manufacturing operations in the Company during the year under
review, the information relating to segment-wise/product wise performance,
Opportunities and threats, industry developments etc. were not applicable to the
Company and hence not provided.

FUTURE OUTLOOK:

At present, your Company is under CIRP Any decision of the Hon'ble NCLT
will have binding effect on all stakeholders. Further, at present there are no
manufacturing operations in the Company.

CONCERNS:

At present, your Company is under CIRP Any decision of the Hon'ble NCLT will
have binding effect on all stakeholders.

Details of significant changes in key financial ratios, along with detailed explanations
thereof:

There were significant changes in the following ratios:

Ratio

% Variance

Reason for Variance

Trade Receivables
Turnover Ratio

-95.31%

Not Comparable, Due to repossession of
all the assets by the Lender

Net Profit Ratio

128.06%

Due to Provision of Exceptional Items

Return on Capital
Employed

-88.65%

Due to Provision of Exceptional Items

Details of Change in Return on Net Worth:

The Entire Net Worth has been eroded and hence Return on Net Worth is not
applicable.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board/RP has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems are adequate and operating
effectively.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules
made hereunder, the Company has appointed Mr. Harsh Kothari of M/s. Harsh
Kothari & Associates a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the year 2023-2024. The Secretarial Audit
Report is included as and forms an integral part of this Report.

SECRETARIAL AUDIT OBSERVATION AND MANAGEMENT RESPONSE ON THE SAME

1. The meeting of the Board of Directors was held at a shorter notice
on 14.08.2023. However, the Notice of the aforesaid meeting does
not mention about the fact that the meeting was held at a shorter
notice. Management Response/Comments: The delay was
inadvertent and without any malifide intention. The management
will be careful in future.

2. The meetings of CSR Committee were held at a shorter notice on
14.08.2023 and 02.11.2023. However, the Notice of the aforesaid
meetings does not mention about the fact that the meetings are
held at a shorter notice. Management Response/Comments : The
delay was inadvertent and without any malifide intention. The
management will be careful in future.

3. The meeting of Stakeholders Relationship Committee was
held at a shorter notice on 02.11.2023. However, the Notice of
the aforesaid meeting does not mention about the fact that the
meeting was held at a shorter notice. Management Response/
Comments : The delay was inadvertent and without any malifide
intention. The management will be careful in future.

4. The meeting of Audit Committee was held at a shorter notice on
14.08.2023. However, the Notice of the aforesaid meeting does
not mention about the fact that the meeting was held at a shorter
notice. Management Response/Comments : The delay was
inadvertent and without any malifide intention. The management
will be careful in future.

5. The Notice for the Board Meeting and the Nomination and
Remuneration Committee meeting held on 27.06.2023 was
not given to the Directors and Members within the time frame
stipulated in the Act. Management Response/Comments : The
delay was inadvertent and without any malifide intention. The
management will be careful in future.

6. All the e-forms were filed with the Registrar of Companies within the

stipulated time period except the following e-forms which were filed

with a delay and payment of additional fee:

a. Form MGT-14 for Board Meeting held on 11.04.2023;

b. Form IEPF-2 for the FY ended 31.03.2023;

c. Form ADT-1 for appointment of Statutory Auditors upto FY
2028.

Management Response/Comments : The delay was inadvertent
and without any malifide intention. The management will be
careful in future.

7. The listed entity is not fully complied with the provisions of SS-1 issued
by the Institute of Company Secretaries India (ICSI), as notified by
the Central Government under section 118(10) of the Companies Act,
2013 and mandatorily applicable.Management Response/Comments
: As on 31st March 2024 the Company was under CIRP and it has
complied with provisions of SS-1 as far as practically possible.

8. The Company has not paid Annual Listing Fee for FY 2023-24 to BSE
Limited. Management Response/Comments : Company has not
received the Invoice after the reminders.

9. The Financial Statements for the period 31.12.2023 were not
approved and submitted to the respective Stock Exchanges within
the stipulated time frame as per Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). Management Response/Comments :The delay was
due to initiation of CIRP of the Company which effect from 25.01.2024

10. The Website of the Company is not updated as per Regulation 46
of the Listing Regulations and all the requirements under the said
regulation are not uploaded. The Company is in the process of
Complying with the said requirement at the earliest Management
Response/Comments : The delay was inadvertent and without any
malifide intention. The management will be careful in future.

11. Policies are partially adopted by the Company and not timely updated
as per SEBI Regulations. The Company is in the process of Complying
with the said requirement at the earliest Management Response/
Comments :The delay was inadvertent and without any malifide
intention. The management will be careful in future.

12. The Company is yet to submit the SDD Compliance certificate as
per Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading)
Regulations, 2015. Further the Company does not have a proper
system and software for maintaining the UPSI. Management
Response/Comments:The Company is in the process of Complying
with the said requirement at the earliest The delay was inadvertent
and without any malifide intention. The management will be careful in
future.

13. The Company has not received Annual Disclosure and of Designated
Persons as per SEBI (Prohibition of Insider Trading) Regulations, 2015.
observation is self explanotary

14. The tenure of Mr. Yash Gupta as Director of the Company ended on
11.02.2024. However, Form DIR-12 to this effect is not filed by the
Company. Management Response/Comments :The delay was due to
initiation of CIRP of the Company which effect from 25.01.2024

STATUTORY AUDITOR

The Members of the Company had at the previous Annual General Meeting held
on 13th December, 2023.approved the appointment of M/s. S.C.Ajmera & Co.,
Chartered Accountants, Udaipur (Registration No. 002908C) as the Statutory
Auditors of the Company for Five years w.e.f. from 1st April, 2023.

Further, there are no frauds, details of which as required to be reported under
Section 143(12) of the Act.

INTERNAL AUDITOR

Company has not appointed internal Auditor for the Financial year 2023-2024

ENVIRONMENT AND SAFETY

At JBF, health and safety of our employees have always been the highest priority.
JBF takes responsibility of its employees to promote and safeguard their health
and working environment. The target is to realize "Zero Accidents". JBF is one
among the best companies in terms of safety performance.

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

As the Company does not have any manufacturing operations, it does not
account for substantial energy consumption. However, the Company adopts all
possible measures to conserve energy.

The provisions relating to technology absorption were not applicable to the
Company during the year under review.

There were no foreign exchange earnings and outgo during the year under
review.

ACKNOWLEDGEMENT

The Resolution Professional would like to express their grateful appreciation for
the assistance, support and co-operation received from the Lenders, Government
Authorities, employees and Shareholders during the year under review.

For JBF Industries Limited

Mr. Mukesh Verma

Resolution Professional (RP)

Place : Mumbai Registration No: IBBI/IPA-001/IP-

Date :14th August, 2024 P01665/2019-2020/12522