the Company and the same was also approved by the members through
postal ballot and result was declared on 26th December, 2024 pursuant to which
equity share having face value of ' 2/- each of the Company was sub-divided/split into
such number of equity shares having face value of ' 1/- each with effect from 31st
January, 2025 (record date fixed for sub-division). Except to the foregoing, there has
been no change in capital structure of the Company. Further, Equity share new ISIN i.e.
INE927D01051 has been allotted and effective 31st January, 2025.
Necessary approvals from both the Stock Exchanges (National Stock
Exchange of India Limited and BSE Limited) for sub-division of shares and confirmation
from the Depositories viz. National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) for aforesaid assignment were duly taken care.
Further, Capital clause of the Memorandum of Association of the Company has been amended
accordingly.
The Company's equity shares are listed on the National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE). The equity shares are actively
traded on NSE and BSE and have not been suspended from trading.
11. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
As on 31st March, 2025, your Company had following
Subsidiaries/ Step down Subsidiaries and Joint Venture:
a. Subsidiary Companies : JBM Electric Vehicles Private Limited, INDO
Toolings Private Limited, JBM EV Ventures Private Limited, JBM EV Technologies Private
Limited, MH Ecolife Emobility Private Limited, VT Emobility Private Limited and Ecolife
Green One Mobility Private Limited
b. Step down Foreign Subsidiaries of JBM Electric Vehicles Private
Limited : JBM Electric Vehicles International PTE Ltd and JBM Electric Vehicles Trading
Middle East LLC.
c. Joint Venture Companies : JBM Ecolife Mobility Private Limited, JBM
Ogihara Die Tech Private Limited and JBM Ogihara Automotive India Limited.
d. JBM Ecolife Mobility Private Limited has 10 (Ten) Wholly Owned
Subsidiary Companies : JBM Ecolife Mobility Haryana Private Limited, JBM Ecolife Mobility
Surat Private Limited, JBM Eco Tech Private Limited, KA Ecolife Mobility Private Limited,
Ecolife Mobility EV Private Limited (Formerly Ecolife Mobility Bhubaneswar Private
Limited), TL Ecolife Mobility Private Limited, Ecolife Indraprastha Mobility Private
Limited,
Ecolife GT Mobility Private Limited, Ecolife Mobility Vehicles Private
Limited (Formerly Ecolife Mobility Mumbai Private Limited) and Ecolife Mobility Odisha
Private Limited.
e. Joint Venture of JBM Electric Vehicles Private Limited : JBM EV
Industries Private Limited and JBM Green Energy Systems Private Limited.
Further, the Company does not have any Associate Company as on 31st
March, 2025. In accordance with Section 129(3) of the Companies Act, 2013, the Company has
prepared consolidated financial statements consisting financials of all its subsidiary
companies and joint venture companies.
During FY 2024-25, your company has incorporated a wholly owned
subsidiary Company i.e. JBM EV Ventures Private Limited on 19th February, 2025
and two step down Foreign subsidiary i.e. JBM Electric Vehicles International PTE Ltd on
30th August, 2024 and JBM Electric Vehicles Trading Middle East LLC on 24th
February, 2025.
A statement containing the salient features of financial statements of
subsidiaries/ joint venture(s) of the Company in the prescribed Form AOC-1 forms a part of
Consolidated Financial Statements in compliance with Section 129(3) and other applicable
provisions, if any, of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014,
as amended.
Form AOC-1 also highlights the performance and financial position of
each of the subsidiaries/ joint venture(s) companies included in the Consolidated
Financial Statements of the Company pursuant to Rule 8(1) of the Companies (Accounts)
Rules, 2014, as amended and their contribution to the overall performance of the Company.
In accordance with Section 136 of the Act, the financial statements of
the Company and its subsidiary companies are available for inspection by the members at
the Registered Office of the Company during working hours upto the date of the AGM. Any
member desirous of obtaining copies of the said financial statements may write to the
Company Secretary & Compliance Officer of the Company. Further the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of its subsidiaries, are available on our website, at
https://www.jbmbuses.com/jbm- auto-ltd/.
The Company has formulated a policy for determining material
subsidiaries in line with Listing Regulations. The policy aims to determine the Material
Subsidiaries and Material Unlisted Indian Subsidiaries of the Company and to provide the
governance framework
for such subsidiaries. The policy may be accessed on the website of the
Company at https://www.jbmbu.ses. com/jbm-auto-ltd/policies/.
In terms of Regulation 16(1 )(c) of the SEBI (LODR) Regulations, 2015,
JBM Electric Vehicles Private Limited, JBM Green Energy Systems Private Limited and JBM
Ogihara Automotive India Limited are the Material Subsidiaries of the Company during the
financial year 2024-25.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors
During the year under review, the Members of the Company at the 28th
AGM held on 12th September, 2024, approved the re-appointment of Mr. Praveen
Kumar Tripathi (DIN : 02167497) as an Independent Director of the Company for a second and
final term commencing from 11th July, 2024 up to 10th July, 2029
(both days inclusive) and also approved continuation of directorship of Mrs. Pravin
Tripathi (DIN: 06913463) as an Independent Director of the Company from the day she
attains the age of 75 years i.e. 23rd December, 2024 till the expiry of her
current term i.e. 3rd September, 2027.
Pursuant to Sections 152 and other applicable provisions of the
Companies Act, 2013, one-third of Directors as are liable to retire by rotation, shall
retire by rotation every year and, if eligible, offer themselves for re-appointment at
every Annual General Meeting (AGM). Consequently, Mr. Dhiraj Mohan (DIN: 07224934) retires
by rotation and being eligible, offers himself for re-appointment. A resolution seeking
shareholders' approval for his re-appointment forms part of the notice of 29th
AGM.
Pursuant to the provisions of Section 149 of the Act, the independent
directors have submitted declarations that each of them continue to meet the criteria of
independence as provided in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") and 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 with an objective independent
judgement and without any external influence.
The Independent Directors have also confirmed that they continue to
comply with the Code for Independent Directors as prescribed under Schedule IV of the
Companies Act, 2013. The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and they hold highest
standards of integrity.
I n terms of Section 150 of the Act read with Rule 6(1) and 6(2) of the
Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent
Directors of the Company have confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate Affairs.
During the FY 2024-25, the non-executive directors of the Company had
no pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/ Committees of the Company. None of the Directors of the Company are disqualified
under Section 164(2) of the Act and rules made there under.
Key Managerial Personnel
As per the requirement under the provisions of Section 2(51) and
Section 203 of the Companies Act, 2013 read with rules made thereunder, following persons
are designated as Key Managerial Personnel's of the Company:
Mr. Nishant Arya - Vice Chairman & Managing Director
Mr. Dhiraj Mohan - Whole time Director Mr. Vivek Gupta - Chief
Financial Officer Mr. Sanjeev Kumar - Company Secretary & Compliance Officer
A comprehensive update on any change in the directors, Key Managerial
Personnel of the Company along with the directorships held in other Companies, their
skills and expertise have been explicated in the Corporate Governance report forming part
of this Annual Report.
13. COMPLIANCES UNDER THE COMPANIES ACT, 2013
(i) Meetings of the Board
During FY 2024-25, 5 (Five) Board Meetings were held. For details
thereof kindly refer to the Corporate Governance Report forming part of this Annual
Report.
(ii) Committees of the Board
The following Committees constituted by the Board function according to
their respective roles and defined scope:
A. Statutory Committee:
• Audit Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
• Stakeholders' Relationship Committee
• Risk Management & Sustainability Committee
B. Non-Statutory Committee
• Finance Committee
• Corporate Restructuring Committee
Details of composition, terms of reference and number of meetings held
in FY 2024-25 for the aforementioned committees are given in the Report on Corporate
Governance, which forms a part of this Report. Further, during the year under review, all
recommendations made by the various committees have been considered and accepted by the
Board.
(iii) Annual General Meeting
During FY 2024-25, Annual General Meeting of the Company was held on
Thursday, 12th September, 2024, through video conferencing/ other audio visual
means (VC/ OAVM).
(iv) Extraordinary General Meeting
No extraordinary general meeting of the members was held during FY
2024-25.
(v) Postal ballot
During the financial year, two Postal Ballot through e-voting were
conducted. Copies of the postal ballot notices can be accessed at our website at https://
www.jhmhuses.com/jhm-auto-ltd/postal-hallot- notice-to-shareholders/.
(vi) Company's Policy on Appointment and Remuneration of Directors
The criteria of appointment/re-appointment and remuneration in respect
of directors, key managerial personnel's and other employees on the basis of
qualifications, positive attributes, skills and independence has been approved by the
Nomination & Remuneration Committee as a part of Company's Nomination &
Remuneration Policy. The Board is well diversified and have balance of skills, experience
and diversity of perspectives appropriate to the Company.
The Company's policy relating to nomination & remuneration of
directors, key managerial personnel's and other employees can be accessed at our
website at https://www.jbmbuses.com/jbm-auto-ltd/policies/.
(vii) Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that they:
i. have followed in the preparation of Annual Accounts for FY 2024-25,
the applicable accounting standards along with proper explanation relating to material
departures;
ii. 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, 2025 and of
the profit of the Company for the financial year ended on that date;
iii. 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. have prepared the annual accounts on a 'going concern' basis;
v. have laid down internal financial controls to be followed by the
Company and that such internal financial controls were adequate and were operating
effectively; and
vi. have devised proper systems to ensure compliance with the
provisions of all applicable laws and such system are adequate and operating effectively.
(viii) Adequacy of Internal Financial Controls
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
cost, statutory, and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the relevant board committees, including the audit
committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective commensurate with its size and nature of business of the
Company during FY 2024-25.
(ix) Related Party Transactions
Your Company has in place Policy on Materiality of Related Party
Transactions and Policy on dealing with Related Party Transactions, ("RPT
Policy") formulated in line with the provisions of the Act and Listing Regulations.
During the FY 2024-25, the Company revised its RPT Policy, in accordance with the
amendments to applicable provisions of law/ Listing Regulations. The Policies can be
accessed at our website at https://www.jbmbuses.com/jbm-auto-ltd/ policies/.
During FY 2024-25, all the contracts/ arrangements/ transactions etc.
entered into by the Company with related parties were in ordinary course of business and
on arm's length basis as per the RPT Policy of the Company and in compliances with
the provisions of the Companies Act, 2013 and Listing Regulations.
Omnibus approval from the Audit Committee was obtained for all
transactions with related parties and all such transactions were being reviewed by the
Audit Committee every quarter. The Audit Committee takes into consideration various
parameters whilst scrutinizing and approving a related party transaction, from the
perspective of fulfilling the criteria of meeting arms' length pricing.
The details of the related party transactions as per Indian Accounting
Standards (IND AS) - 24 are set out in Notes to the Standalone and Consolidated Financial
Statements of the Company.
As per the Regulation 23 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations), if the value of any related
party transaction exceeds ' 1,000 Crores or 10% of the annual consolidated turnover of the
listed entity as per the last audited financial statement whichever is lower, would be
considered as material and require member's approval. In this regard, during the year
under review, the Company had taken necessary member's approval for material related
party transactions under the provisions of SEBI Listing Regulations. The Company did not
enter into any contracts, arrangements or transactions during FY 2024-25 that fall under
the scope of Section 188(1) of the Act. As required under the Act, the prescribed Form
AOC-2 is annexed as ANNEXURE I to the Board's report.
The Company in terms of Regulation 23 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 201 5 regularly submits within the prescribed
time from the date of publication of its standalone and consolidated financial results for
the half year, disclosures of related party transactions on a consolidated basis, in the
format specified, to the stock exchanges.
(x) Extract of Annual Return
I n terms of Section 92(3) and Section 134(3)(a) of the Companies Act,
2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the
Annual Return for the FY 2024-25 of the Company is available on the website of the Company
at https:// www.jbmbuses.com/jbm-auto-ltd/.
(xi) Auditors and Auditor's Report
(a) Statutory Auditors
M/s. R N Marwah & Co. LLP Chartered Accountants (Firm Registration
No. 001211N/ N500019), were appointed as Statutory Auditors of the Company at the 26th
AGM held on 26th September, 2022, to hold office for a period of 5 (five)
consecutive years from the conclusion of 26th AGM until the conclusion of the
31st AGM to be held in year 2027.
The Statutory Auditor has issued Audit Reports on the Standalone and
Consolidated Financial Statements of the Company for the year ended 31st March,
2025. The Auditor's Reports are selfexplanatory and does not contain any
qualification, reservation, adverse remarks or observation which calls for any further
explanation or comments from the Board of Directors under Section 134(3) (f) of the
Companies Act, 2013.
(b) Secretarial Auditors
In terms of Section 204 of the Companies Act, 2013 and rules made
thereunder, M/s Dhananjay Shukla & Associates, Practicing Company Secretaries (unique
code: P2025HR323300) was appointed to conduct the Secretarial Audit of the Company for the
financial year 2024-25. Further, there has been no qualification, reservation, adverse
remarks or disclaimer made by the Secretarial Auditor in their report for the financial
year 2024-25. The Secretarial Audit Report of the Secretarial Auditor is attached as
ANNEXURE II and Secretarial Audit Report of Material Subsidiary, in terms of Regulation
24A of Listing Regulations is attached as ANNEXURE IIA.
Also, the Board of Directors of the Company in their meeting held on 6th
May, 2025 has also approved to obtain certain additional services (other than prohibited
services) apart from Secretarial Audit i.e. Annual Secretarial Compliance Report,
Certificate on Corporate Governance, Certificate of NonDisqualification of Directors,
Scrutinizer Report etc. from M/s Dhananjay Shukla & Associates, Practicing Company
Secretaries (unique code: P2025HR323300) and Secretarial Auditor of the Company.
Further Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the SEBI Listing Regulations, the Board in its meeting dated 30th
July, 2025 based on the recommendation of Audit Committee approved appointment of M/s
Dhananjay Shukla & Associates, Practicing Company Secretaries (unique code:
P2025HR323300), a peer reviewed firm of Company Secretaries in Practice as Secretarial
Auditors of the Company for a period of three years, i.e., from 1st April, 2025
to 31st March, 2028, subject to approval of the Shareholders of the Company at
the ensuing AGM.
Pursuant to SEBI Circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated 8th
February, 2019, the Company has obtained Annual Secretarial Compliance
Report from M/s Dhananjay Shukla & Associates, Practicing Company
Secretaries (CP No. 8271) for the financial year 2024-25 on compliance of all applicable
SEBI Regulations and circulars / guidelines issued thereunder and copy of the same has
already been submitted with the Stock Exchanges within the prescribed due date. The Annual
Secretarial Compliance Report for the financial year 2024-25 is attached as ANNEXURE III.
(c) Internal Auditors
In terms of the provisions of Section 138 read with the Companies
(Accounts) Rules 2014 and rules made thereunder and on the recommendation of the Audit
Committee, the Board of Directors of the Company in their meeting held on 2nd
May, 2024 had appointed Mr. Amol Modak and Mr. Amit Bhatia, Chartered Accountants as
Internal Auditors of the Company to perform the internal audit for financial year 2024-25.
Further, there has been no qualification, reservation, adverse remarks
or disclaimer made by the Internal Auditors in their report for the financial year
2024-25.
Also, the Board of Directors of the Company in their meeting held on 30th
July, 2025 appointed Mr. Amol Modak, Chartered Accountant and an independent external
agency, as Internal Auditors of the Company to perform the internal audit for financial
year 2025-26.
(d) Cost Auditors
The Company is required to maintain cost records as specified by the
Central Government as per Section 148(1) of the Act and the rules made thereunder and
accordingly, the Company has maintained such cost records. In terms of Section 148 of the
Act read with the Companies (Cost Records and Audit) Rules, 2014 and based on the
recommendations of the Audit Committee, the Board of Directors in their meeting held on 2nd
May, 2024 appointed M/s. Jitender, Navneet & Co. (Firm Registration No. 000119),
Practicing Cost Accountants, to conduct the audit of cost records of the Company for the
financial year 2024-25. Further, there has been no qualification, reservation, adverse
remarks or disclaimer made by the Cost Auditor(s) in their report for the financial year
2024-25.
Also, the Board of Directors in their meeting held on 6th
May, 2025 re-appointed M/s. Jitender, Navneet & Co. (Firm Registration No. 000119),
Practicing Cost Accountants, to conduct the audit of cost records as applicable and
maintained by the Company for the financial year 2025-26.
The Board on recommendations of the Audit Committee have approved the
remuneration payable to the Cost Auditor(s), subject to ratification of their remuneration
by the Members at the ensuing AGM. The resolution approving the above proposal is being
placed for approval of the Members in the Notice for the ensuing AGM.
(xii) Corporate Social Responsibility
The brief outline of Corporate Social Responsibility (CSR) Policy of
the Company as adopted by the Board and the initiatives undertaken by the Company on CSR
activities during the year under review are set out in ANNEXURE IV of this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 as
amended till date to be referred as Annual Report on CSR Activities. For other details
regarding the CSR Committee, please refer to the Corporate Governance Report, which forms
part of this Annual report.
CSR Policy
The CSR Policy including a brief overview of the projects or programs
undertaken can be accessed at the Company's website at https://www.jbmbu.ses.
com/jbm-auto-ltd/policies/.
CSR Committee
The CSR Committee comprises of Mr. Surendra Kumar Arya as Chairman, Mr.
Nishant Arya and Mr. Valipe Ramgopal Rao, as other members of the Committee. The
Committee, inter-alia, reviews and monitors the CSR activities of the Company.
For other details regarding the CSR Committee, please refer to the
Corporate Governance Report which forms part of this Annual report.
(xiii) Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo
Information pursuant to conservation of energy, technology absorption
and foreign exchange earnings and outgo, as required to be disclosed under the Companies
Act, 2013 is annexed as ANNEXURE V and forms part of this report.
(xiv) Particulars of Loans, Guarantees and Investments
Particulars of loans, guarantees and investments under Section 186 of
the Companies Act, 2013 as at the end of FY 2024-25 have been disclosed in notes to the
standalone financial statements.
14. PERFORMANCE EVALUATION
Pursuant to the provisions of the Act, Regulation 17(10) of Listing
Regulations and the "Guidance Note on Board Evaluation" issued by SEBI on 5th
January, 2017,
the Board has carried out the annual performance evaluation of its own
performance, Directors' individually as well as evaluation of its Committees. The
evaluation criteria, inter-alia, covered various aspects of the Board functioning
including its composition, attendance of Directors, participation levels, bringing
specialized knowledge for decision making, smooth functioning of the Board and effective
decision making.
The performance of individual Director was evaluated on parameters such
as level of engagement and contribution, independence of judgment and safeguarding the
interest of the Company, etc. The Directors expressed their satisfaction towards the
evaluation process.
15. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER
EMPLOYEES
The remuneration paid to the Directors, Key Managerial Personnel and
other employees are in accordance with the Nomination & Remuneration Policy formulated
in accordance with Section 178 of the Act and Regulation 19 of Listing Regulations. The
Policy sets out the guiding principles for the compensation to be paid to the Directors,
Key Managerial Personnel and other employees.
The Company's policy relating to remuneration of Directors, Key
Managerial Personnel and other employees can be accessed at our website at https://
www.jbmbuses.com/jbm-auto-ltd/policies/.
16. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
None of the Auditors of the Company have reported any instances of
fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the
Companies Act, 2013, including rules made during the period under review.
17. CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under Listing Regulations. A separate
section on Corporate Governance, forming a part of this Annual Report and requisite
certificate from M/s. Dhananjay Shukla & Associates, Practicing Company Secretary
(unique code: P2025HR323300) confirming compliance with conditions of Corporate Governance
is attached to the report on Corporate Governance. The Certificate does not contain any
other qualification, reservation, or adverse remark as mentioned in the report.
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Listing Regulations, the Management Discussion and Analysis
Report is given separately and forming part of this Annual report as ANNEXURE VI.
19. INSIDER TRADING POLICY
During the year under review, the Company reviewed compliance with the
provisions of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, 2015
with respect to "Institutional Mechanism for Prevention of Insider trading" and
found the systems for internal control are adequate and are operating effectively, in
accordance with the amendments to the applicable provisions of SEBI (Prohibition of
Insider Trading) Regulations, 2015. The Policy is available on the website of the Company
at https://www.jbmbuses. com/jbm-auto-ltd/policies/.
20. RISK MANAGEMENT
Pursuant to Regulation 21 of Listing Regulations, the Company has a
Risk Management & Sustainability Committee to ensure a robust risk management system,
the details of which are given in the Corporate Governance Report. The Company has a Risk
Management Policy and identified risks and taken appropriate steps for their mitigation.
For more details, please refer to the Corporate Governance Report.
21. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY
The Company has established a robust and comprehensive internal control
system, carefully designed to match the size and complexity of its business operations.
This system ensures the safeguarding of assets, accurate financial reporting, and
effective operational processes, providing a strong foundation for governance and
transparency. Management has implemented a range of robust policies, procedures, and
Enterprise Resource Planning (ERP) systems to guide operations, maximize automated control
transactions, and minimize risk. Unit heads are responsible for ensuring compliance with
these policies and procedures, while the Internal Audit function conducts regular
verifications to ensure the effectiveness of controls. Additionally, the Audit Committee
approves the annual internal audit plan, focusing on critical business risks, new
initiatives, and key process risks, to ensure the internal control system remains
adequate, effective, and aligned with the Company's evolving business needs.
22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting the highest standards of professionalism,
honesty, integrity and ethical behavior. The Company has a vigil mechanism through its
Whistle Blower Policy approved and adopted by Board of Directors of the Company in
compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing
Regulations.
The mechanism covers any instances of financial irregularities, breach
of code of conduct, abuse of authority, disclosure of financial/ price sensitive
information, unethical/ unfair actions concerning Company's vendors/ suppliers,
mala-fide manipulation of Company records, discrimination to the Code of Conduct in an
anonymous manner.
The Policy also provides protection to the employees and business
associates who report unethical practices and irregularities. Any incidents that are
reported are investigated and suitable action is taken in line with the Whistle Blower
Policy.
During the financial year ended 31st March, 2025, No
complaint was received by the Company under the vigil mechanism. The Whistle Blower Policy
of the Company can be accessed at website of the Company at https://
www.ibmbuses.com/ibm-auto-ltd/policies/.
23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ('POSH Act') and the rules framed thereunder.
Internal Committees have been set up to redress complaints received regarding sexual
harassment. To build awareness in this area, the Company has been conducting induction /
refresher programmes in the organization on a continuous basis.
No complaints were pending at the beginning of the financial year. The
Company has submitted the necessary reports to the concerned authority confirming the
same. Further, during the year under review, no complaint of sexual harassment was
received by the Company and no cases were pending for more than ninety days and the policy
is available on https://www.jbmbuses.com/jbm-auto-ltd/policies/.
24. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT
ACT 1961.
The Company is complying with all the legal requirements of Maternity
Benefit Act 1961 in true letter and Spirit.
25. MEETINGS OF INDEPENDENT DIRECTORS
The Independent Directors of your Company met on 24th March,
2025 without the presence of the NonIndependent Directors or any other Management
Personnel. The Meeting was conducted in an informal and flexible manner to enable the
Independent Directors to discuss matters, inter-alia, pertaining to, review of performance
of Non-Independent Directors and the Board as a whole, review the performance of the
Chairman of the Company (taking into account the views of the Executive and Non-Executive
Directors), review the performance of the Company, assess the quality, quantity and
timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the year under review, no significant or material orders were
passed by the Regulators or Courts or Tribunals which impact the going concern status and
Company's operations in future.
27. PUBLIC DEPOSITS
During the year under review, your Company did not accept any public
deposits under Chapter V of the Companies Act, 2013 and as such, no amount on account of
principal or interest on public deposits was outstanding as of 31st March,
2025.
28. EMPLOYEES STOCK OPTION PLANS/ SCHEMES
No Employee Stock Options were granted to the Directors or Employees of
the Company during the financial year ended on 31st March, 2025.
29. PARTICULARS OF EMPLOYEES
In terms of 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, 201 4, a statement showing the names of the top ten employees in terms
of remuneration drawn and names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules, forms part of this Report.
Disclosures relating to remuneration and other details as required
under Section 1 97(1 2) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
However, the provisions of the second proviso to Section 136(1) of the
Act and as advised, the Annual Report excluding the aforesaid information is being
sent to the members of the Company. Any member interested in obtaining
such information may address their email to https://www.jbmbuses.com/jbm-auto-
ltd/annual-reports/.
30. INDUSTRIAL RELATIONS
Your Company's focus continues towards propagating proactive and
employee centric practices. The transformational work culture initiative, which aims to
create an engaged workforce with an innovative, productive and competitive shop-floor
ecosystem, continues to grow in strength. In order to develop skills and foster
togetherness at the workplace, your Company rolled out multiple training and engagement
programs covering a wide range of topics, viz. positive attitude, stress management,
creativity, team effectiveness, safety and environment, quality tools, skill building
programs, customer focus, and Code of Conduct.
Significant emphasis was also laid towards raising awareness on health
and wellness of employees through annual medical check-ups, health awareness activities
and online yoga sessions.
Proactive and employee-centric shop floor practices, a focus on
transparent communication of business goals, an effective concern resolution mechanism,
and a firm belief that employees are the most valuable assets of the Company, are the
cornerstones of your Company's employee relations approach. The industrial relations
scenario continued to be positive across all manufacturing locations.
31. AWARDS & RECOGNITIONS
During the year, the Company had received various awards and
recognitions, which have been described on pages 104 & 105, forming part of this
Annual Report.
32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
A detailed Business Responsibility and Sustainability Report
('BRSR') on initiatives taken from an environmental, social and governance
perspective, in the prescribed format is forming part of this Annual Report as ANNEXURE
VII.
33. OTHER STATUTORY DISCLOSURES DURING THE
PERIOD UNDER REVIEW ^
a. No equity shares were issued with differential rights as to
dividend, voting or otherwise.
b. No Sweat Equity shares were issued.
c. No employee stock options were issued.
d. No application has been made and/ or no proceeding are pending
during the financial year 2024-25 under Insolvency and Bankruptcy Code,
2016.
e. During the financial year 2024-25, the Company has not entered in
any one-time settlement with any of the Banks/ Financial Institutions and therefore, the
relevant disclosures are not applicable to the Company.
f. There were no significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going concern status and Company's
operations in future
g. The shares of the Company have not been suspended from trading in
any of the Stock Exchanges.
34. APPRECIATION
The Board of Directors would like to express their sincere appreciation
for assistance and co-operation received from vendors and stakeholders, including
financial institutions, banks, Central and State Government authorities, customers and
other business associates, who continued to extend their valuable support during the year
under review.
For and on behalf of the Board of Directors of
JBM Auto Ltd.
Nishant Arya
Vice Chairman & Managing Director DIN:00004954
Dhiraj Mohan
Place: Gurugram Whole time Director
Date: 30th July, 2025 DIN: 07224934