Directors Report of JBF Industries Ltd.

Mar 31, 2024

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

---

Mar 31, 2018

The Directors have pleasure to present the Thirty-Sixth Annual Report and the Company''s Audited Financial Statement for the year ended 31st March, 2018.

The Company''s financial performance, for the year ended on 31st March, 2018 is summarized below:

FINANCIAL RESULTS		(Rs. Crore)
particulars	Year ended on 31st March, 2018	Year ended on 31st March, 2017
Revenue from Operations	3,573.86	4,271.45
Other Income	125.80	136.42
Profit/(Loss)from the year before Finance cost, Depreciation and exceptional items	238.94	389.67
Less : Finance Cost	306.20	237.44
Less : Depreciation and Amortisation Expenses	94.85	97.10
Profit / (Loss) Before Tax	(162.11)	55.13
Current Tax	--	12.65
MAT Credit Entitlement	--	(0.63)
Deferred Tax	(39.33)	7.48
Profit / (Loss) for the year	(122.78)	35.63
Other Comprehensive Income	(0.51)	(0.88)
Total Comprehensive Income for the year	(123.29)	34.75

DIVIDEND

The Company is facing liquidity crunch and also going through the process of restructuring with the lenders for the reduction of debt exposure of the Company. Hence, your Directors have not recommended dividend on equity shares of the Company for the year 2017-18.

However the dividend on the preference shares will be carried forward for payment in the next financial year.

The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company''s Website viz. www.jbfindia.com.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2018 was Rs.81.87 Crore and Preference Share Capital as on 31st March, 2018 was Rs.14.91 Crore.

PERFORMANCE OF THE COMPANY

The Company''s revennue for FY 2017-18 was Rs.3,573.86 Crore as against Rs.4,271.45 Crore for the previous year, due to adverse market conditions and reduction in margins and also due to transitory adverse effect of rolling out the Goods and Service Tax (GST).

During the year, the Production of Polyster Chips came down to 413,281 MT, and Prodcution of POY & yarn was 292,823 MT.

DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. N. K. Shah, Director retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment.

The details of Directors resigned during the FY. 2017-18 are as follows

Sr. No.	Name	Resignation Date
1	Mr. Prakash Mehta	26th September, 2017
2	Mr. B R Gupta	23rd November, 2017
3	Mr. Nikhil Srivastava	8th December, 2017
4	Mr. V S Bapna	8th December, 2017
5	Mrs. Veena Arya	8th February, 2018
6	Mr. Sunil Diwakar	9th March, 2018

The Company has appointed Mrs. Sangita V Chudiwala, as an Additional Independent Director on 29th November, 2017.

The Company has appointed Mr. Sharadchandra N Thakar as an Additional Independent Director on 13th April, 2018.

The Company has appointed Mr. Ravi A Dalmia as an Additional Independent Director on 4th June, 2018.

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 Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provision of the Companies Act, 2013 and Regulation 4(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration of various aspects of the Board''s functioning, composition of Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

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 Six Committees namely Audit Committee, Stakeholders Relationship Committee, Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Finance Committee.

The details of the constitution of the Committees and the meetings held during the financial year 2017-18 are included in the Corporate Governance Report 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	Mr. Bhagirath C. Arya	Executive Chairman
2	Mr. Rakesh Gothi	CEO & Managing Director
3	Mr. N. K. Shah	Director - Commercial
4	Mrs. Ujjwala Apte	Company Secretary
5	Mr. Ajay Kumar Agrawal Upto 23.05.2018	Chief Financial Officer

Mr. Arun Shah has been appointed as Chief Financial Officer of the Company with effect from 4th June, 2018.

NUMBER OF MEETINGS OF THE BOARD & AUDIT COMMITTEE

During the year Four Board Meetings and Four 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 LODR 2015 of SEBI.

SUBSIDIARIES

Company has overseas subsidiary under the name and style JBF Global Pte Ltd at Singapore, which has subsidiaries, namely JBF Petrochemicals Ltd at Mangalore, India, JBF Trade Invest Pte Ltd at Singapore, and JBF RAK LLC, at U.A.E with its own subsidiaries, JBF Bahrain S.PC at Bahrain, JBF Global Europe BVBA at Belgium and JBF America Inc, at America.

Foreign subsidiaries of the Company are considering the sale or reorganisation of the structure. Hence their financial statements are not consolidated in the financial report of the Company.

EXPLANATION/COMMENTS ON AUDIT QUALIFICATIONS

1. The company''s Business as a going concern :

The company''s business and the liability undertaken has resulted into a mismatch of cash flow. Under the circumstances, the company has requested the lenders to reschedule the repayment programme which does not involve any haircut of principal or interest. The company has projected its business with normally accepted business risk on the basis of concern and has evaluated the same by taking services of professional investment bankers. Based on the advises received, the company has forwarded an application to its lead bank for considering the debt resolution plan.

The company believes that the resolution plan submitted is in line with the guideline given by Reserve Bank of India and the practices followed by Industry and lenders under the given circumstances. The company has also undertaken to procure further equity and monetize the loan overdue nonco assets. This further fund raising is a critical part of the resolution plan submitted.

While discussion on the overall resolution plan is in progress, few lenders have, after the date of balance sheet, recalled the loans in view of the company''s inability to meet with the contractual obligations. The company has also placed its operations under monitoring as advised by the lead bank and earmark the agreed percentage for debt servicing in the interim. The lenders sending the recall notice have ignored the interim measure.

While the company is hopeful of the resolution as proposed, in the event of the lender opting for alternate recovery mechanism, the company''s operations could face long term and irreversible damages seriously impairing the going concern aspects of the enterprise.

Under the circumstances where the resolution plan is under active consideration, the accounts are prepared on the basis of going concern and assuming that the resolution plan proposed with desired modification will be implemented.

2. Receivables (Trade Receivables, ICDs and others)

The company has examined all their receivables in the form of trade debtors, loans and advances. In view of several factors including but not limited to the economic factors, the company has not been able to recover the dues as per stipulated terms and conditions. The Management has segregated the dues with respect to age, further business claims, counter claims etc. In view of age in the condemn of the total receivable, the Management has created a special cell under supervision of a Senior Executive for recovery / resolution of this amount. The management has decided to take such legal steps or compromise as may be necessary in the interest of safeguarding the assets of the company.

While the total amount involved is less than a fraction of the turn over for the period, the absolute amount involved is significant and hence a policy has been laid down in this regard

3. Payable (Claims for Discounts)

The company''s major raw-material is procured from a few identified suppliers with global bench mark. In view of the large volume that the company procures, the company is entitled to volume discounts and in some cases the quality discount. The accumulated claim which has not yet been settled has been brought under the focus of the special management cell reported herein above.

4. Subsidaries Exposure

Company has exposure in subsidiaries by way of investments, loans and other receivables aggregating to Rs. 1430.54 Crores. No exercise is undertaken to determine impairment, if any.

5. The company has proposed a resolution to enable the Board of Directors to borrow such sums as may be necessary for its business.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

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.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as per Regulation 34(2) of SEBI (Listing Obligations and Disclosure requirement) Regulations, 2015, is annexed as Annexure No. I and forms an integral part of the Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure No. II and forms an integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of rural development.

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 given in Annexure No. III to Directors'' Report.

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

The information required pursuant to Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company and Directors is enclosed in the Annual Report.

The statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in an annexure to the Annual Report. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid annexure. However, this annexure shall be made available on the website of the Company twenty one days prior to the date of the Annual General Meeting (AGM). The information is also available for inspection by the Members at the Registered Office of the Company during business hours on all working days except Saturdays and Sundays. Any Member desirous of obtaining a copy of the said annexure may write to the Company Secretary and the same will be furnished on request.

COMPANY POLICIES:

The company has formulated various policies which are available on our website : www.jbfindia.com

Nomination and 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.

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 team evaluate business risks.

The Board of Directors regularly reviews 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 related party transcation policy. As a policy all Related Party Transactions including sale and purchase entered into with Subsidiary Companies, if any, are placed before the Audit Committee and also before the Board for approval. Omnibus approval was obtained on a quarterly / annual basis for such transactions which are of repetitive nature.

There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has also formulated policy on materiality of 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.

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

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

The company has also constituted prevention of sexual harassment at work place 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.

FOREIGN EXCHANGE EARNING AND OUTGO

Foreign exchange earning by way of export and Freight were Rs. 800.21 Crore against outgo of Rs. 253.32 Crore on import of raw materails, stores, spares & consumables and RS. 0.10 Crore of foreign exchange was invested in import of capital equipments for the growth of the company.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

PARTICULARS OF LOAN, GAURANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements (refer Note no.41)

INSURANCE

All the properties of the Company including buildings, plant and machinery and stock have been adequately insured.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors 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, 2018, the applicable Indian Accounting Standards (IND-AS) have been followed along with proper explanation relating to material departures, if any;

ii. the Directors 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, 2018 and of the profit of the Company for the year ended on that date;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 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 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 had devised proper systems were adequate and operating effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board 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 AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made hereunder, the Company has appointed M/s. Jagdish Patel & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as and forms an integral part of this Report.

STATUTORY AUDIT

The Board of Directors of the Company has appointed M/s. Pathak H D & Associates, Chartered Accountants, Mumbai (Registration No. 107783W) as the Statutory Auditors of the Company for three years pursuant to Section 139 of the Companies Act, 2013.

Accordingly, the Board seeks approval of Shareholders of the company for the appointment of Statutory Auditors as mentioned in the notice of the Annual General Meeting.

COST AUDIT

The Board of Directors has approved appointment of Ms. Devashree P. Vijayakar, Cost Accountant as the Cost Auditor of the Company to conduct cost audit and give report for the year 2018-19. The notice of Annual General Meeting includes the resolution to obtain consent of the shareholders.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an effective internal control and risk-mitigation system, which are assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal audit is entrusted to M/s. Bhuwania & Agrawal Associates. Every quarter internal audit report is placed before the Audit Committee and the Audit Committee of the Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

ENVIRONMENT AND SAFETY

The Company has constituted Committee for prevention of sexual harassment at work place with a mechanism of lodging complaints. During the year under review no complaints were reported to the Board.

ACKNOWLEDGEMENT

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

RAKESH GOTHI

Managing Director

DIN-00229302

NILESH KANTILAL SHAH

Place : Mumbai Director

Date : 20th June, 2018 (DIN 00232130)

---

Mar 31, 2017

DEAR SHAREHOLDERS,

The Directors have pleasure to present the Thirty-Fifth Annual Report and the Company''s Audited Financial Statement for the year ended 31st March, 2017.

As mandated by the Ministry of Corporate Affairs, the Company has adopted the IND AS for the Financial Year commencing from April 1, 2016. The Company''s financial performance, for the year ended on 31st March, 2017 is summarized below :

FINANCIAL RESULTS

(Rs, Crore)

particulars	March 31,2017	March 31,2016
Revenue from Operations	4,271.45	3,939.94
Other Income	136.42	85.92
Profit for the year before Finance cost, Depreciation and exceptional items	389.67	433.50
Less : Finance Cost	237.44	237.18
Less : Depreciation & Amortization Expenses	97.10	100.56
Profit Before Tax	55.13	95.76
Current Tax	12.65	29.64
MAT Credit Entitlement	(0.63)	--
Deferred Tax	7.48	4.39
profit for the year	35.63	61.73
Other Comprehensive Income	(0.88)	(1.19)
Total Comprehensive Income for the year	34.75	60.54

DIVIDEND

The Board of Directors has recommended dividend of Rs, 1 (Rupee One Only) per share (@ 10%) on equity share of Face Value of Rs, 10/- each. Dividend will be paid to eligible equity shareholders, if approved by the members at the Annual General Meeting.

As per the terms and conditions of Bank of India, dividend will be paid @ 2.5% per annum to Preference Shareholders holding 75709 Cumulative Redeemable Preference Shares of 1100 each and dividend will be paid @ 20% per annum to Preference Shareholders for 1415000 Cumulative Redeemable Preference Shares of Rs, 100 each.

The Board has approved and adopted the Dividend Distribution Policy and the same is available on the Company''s Website viz. www.jbfindia.com.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2017 was Rs, 81.87 Crore and Preference Share Capital as on 31st March, 2017 was Rs, 14.91 Crore.

performance of the company

Profit before tax of the Company decreased from Rs, 95.76 Crore in 2015-16 to Rs, 55.13 Crore in 2016-17 reflecting an decrease of 42.43%.

Profit after tax of the Company decreased from X 61.73 Crore in 2015-16 to Rs, 35.63 Crore in 2016-17 reflecting an decrease of 42.28%.

The production of Polyester Chips increased from 506817 MT in 2015-16 to 543438 MT in 2016-17, production of POY & Yarn increased from 293703 MT in 2015-16 to 308676 MT in 2016-17.

directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Rakesh Gothi and Mrs. Veena Arya, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Mr. B. A. Prabhakar, resigned on 9th March, 2017 and Company is under process of appointing Independent Director in his place.

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 Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provision of the Companies Act, 2013 and Regulation 4(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration of various aspects of the Board''s functioning, composition of Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

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 6 Committees namely Audit Committee, Stakeholders Relationship Committee, Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Finance Committee.

The details of the constitution of the Committees and the meetings held during the financial year 2016-17 are included in the Corporate Governance Report forming part of Annual Report.

NUMBER OF MEETINGS OF THE BOARD & AUDIT COMMITTEE

During the year Six Board Meetings and Six 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 LODR 2015 of SEBI.

KEY Managerial PERSONNEL

Following are the Key Managerial Personnel of the Company :

Sr. No.	Name of the person	Designation
1	Mr. Bhagirath C Arya	Executive Chairman
2	Mr. Rakesh Gothi	CEO & Managing Director
3	Mr. N. K. Shah	Director - Commercial
4	Mrs. Ujjwala Apte	Company Secretary
5	Mr. Ajay Kumar Agrawal (appointed w.e.f. 01.06.2016)	Chief Financial Officer

SUBSIDIARIES

Company has overseas subsidiary under the name and style JBF Global Pte Ltd at Singapore, which has subsidiaries, namely JBF Petrochemicals Ltd at Mangalore, India, JBF Trade Invest Pte Ltd at Singapore, JBF Bio Glicols Industria Quimica Ltda, at Brazil and JBF RAK LLC, at U.A.E with its own subsidiaries, JBF Bahrain S.PC at Bahrain, JBF Global Europe BVBA at Belgium and JBF America Inc, at America.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. In accordance with the

Indian Accounting Standard (IND-AS), the audited Consolidated Financial Statements including the Financial information of the Subsidiary Companies are provided in the Annual Report.

The annual accounts of the Subsidiary Companies will be available at the Registered and Corporate Office of the Company and on the website of the company.

MANAGEMENT DISCUSSIQN AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

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, together with a certificate from the Company''s Auditors on compliance forms an integral part of this report.

BUSINESS RESPQNSIBILITY REPORT

The Business Responsibility Report as required by Regulation 34(2) of SEBI (Listing Obligations and Disclosure requirement) Regulations, 2015, is annexed as Annexure No.I and forms an integral part of the Report.

EXTRACT QF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure No.II and forms an integral part of this Report.

corporate social responsibility

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of rural development.

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 given in Annexure No. III to Directors'' Report.

DISCLOSURE UNDER RULE 5(1) QF THE COMPANIES (APPQINTMENT AND REMUNERATION), RULES, 2014

The information required pursuant to Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company and Directors is enclosed in the Annual Report.

company policies :

The company has formulated various policies which are available on our website : www.jbfindia.com

Nomination and 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.

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 team evaluate business risks.

The Board of Directors regularly reviews 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 related party transaction policy. As a policy all Related Party Transactions including sale and purchase entered into with Subsidiary Companies, if any, are placed before the Audit Committee and also before the Board for approval. Omnibus approval was obtained on a quarterly / annual basis for such transactions which are of repetitive nature.

There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has also formulated policy on materiality of 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.

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

prevention of Sexual Harassment at Workplace policy and preservation of Documents policy

The company has also constituted prevention of sexual harassment at work place 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.

foreign exchange earning & outgo

Foreign Exchange earnings by way of exports and Freight were Rs, 1136.29 Crore against outgo of Rs, 959.93 Crore on import of raw materials, stores spares & consumables and Rs, 15.50 Crore of foreign exchange was invested in imported capital equipments for the growth of the Company.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

particulars QF LOAN, GAURANTEES QR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements (Refer note no.41)

INSURANCE

All the properties of the Company including buildings, plant and machinery and stock have been adequately insured.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors 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, 2017, the applicable Indian Accounting Standards (IND-AS) have been followed along with proper explanation relating to material departures, if any;

ii. the Directors 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, 2017 and of the profit of the Company for the year ended on that date;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 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 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 had devised proper systems were adequate and operating effectively.

consolidated financial statements

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of Subsidiary/Associate Companies/ Joint Ventures is given in Form AOC-1 and forms an integral part this Report.

The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

The Auditors of the Subsidiary Company in the Consolidated Financial Statements of that subsidiary, have reported in respect of its subsidiary, JBF RAK LLC (UAE), that:-

(i) Other Current financial assets as at 31st March, 2017 includes an amount of Rs, 642.41 Crore (Previous year Rs, 854.95 Crore) towards rebates receivable from suppliers. Management has accounted for these rebates receivable from suppliers based on management''s best estimate of the rebates amount due. They were unable to obtain sufficient evidence to ascertain the existence and recoverability of these rebates receivable from suppliers and, consequently, they were unable to determine whether any adjustments to these amounts are necessary.

(ii) Current financial assets loans as at 31 March, 2017 includes amounts due from related parties amounting to Rs, 23.71 Crore (Previous year Rs, 24.19 Crore) is long overdue and outstanding for more than four years. Although management believes that this amount will be recovered in due course, in view of the age of this balance and the absence of subsequent settlement, they believe that a full provision should be made for this balance. Had a provision been made for this balance, there would have been, the net loss attributable to Owners of the Company of X 360.57 Crore as against the reported net loss attributable to the Owners of the Company of Rs, 340.30 Crore for the year ended 31 March, 2017. Further Current financial assets loans, other equity and non-controlling interest as at 31st March, 2017 would have been Rs, 122.59 Crore, Rs, 1961.89 Crore and Rs, 167.50 Crore respectively as against reported figure of Rs, 146.30 Crore, Rs, 1982.16 Crore and Rs, 170.94 Crore respectively.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made hereunder, the Company has appointed M/s. Jagdish Patel & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as and forms an integral part of this Report.

STATUTORY AUDIT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, and rules made there under the term of office of M/s. Chaturvedi & Shah, Chartered Accountants, (Firm Registration No. 101720W) as the Statutory Auditors of the Company will conclude from the close of ensuing Annual

General Meeting of the Company.

The Board of Directors places on record its appreciation to the services rendered by M/s. Chaturvedi & Shah, Chartered Accountants, (Firm Registration No. 101720W) as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s. Pathak H D & Associates, Chartered Accountants, Mumbai (Registration No. 107783W) as the Statutory Auditors of the Company for three years in place of M/s. Chaturvedi & Shah, Chartered Accountants, pursuant to Section 139 of the Companies Act, 2013.

Accordingly, the Board seeks approval of Shareholders of the company for the appointment of Statutory Auditors as mentioned in the notice of the Annual General Meeting.

COST AUDIT

The Board of Directors has approved appointment of Ms. Devashree P. Vijayakar, Cost Accountant as the Cost Auditor of the Company to conduct cost audit and give report for the year 2017-18. The notice of Annual General Meeting includes the resolution to obtain consent of the shareholders.

SIGNIFICANT AND MATERIAL ORDERS pASSED BY THE REGULATORS QR COURTS

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an effective internal control and risk-mitigation system, which are assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal audit is entrusted to M/s. Bhuwania & Agrawal Associates. Every quarter internal audit report is placed before the Audit Committee and the Audit Committee of the Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

environment and safety

The Company has constituted Committee for prevention of sexual harassment at work place with a mechanism of lodging complaints. During the year under review no complaints were reported to the Board

ACKNOWLEDGEMENT

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

Place : Mumbai BHAGIRATH C. ARYA

Date : 30th May, 2017 Chairman

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Mar 31, 2016

DEAR SHAREHOLDERS,

The Directors have pleasure to present the Thirty-Fourth Annual Report and the Company''s Audited Financial Statement for the year ended 31st March, 2016.

FINANCIAL RESULTS

The Company''s financial performance for the year ended on 31st March, 2016 is summarized below.

(Rs, Crore)

particulars	31st March,	31st March,
	2016	2015
Turnover & Other Income	3,704.13	4,183.31
Profit before Depreciation & Tax	202.51	297.30
Less : Depreciation	100.56	96.76
Profit before Tax	101.95	200.54
Less : Provision for Current Taxation	29.64	43.28
Less : MAT Credit Entitlement	-	(36.97)
Less : Provision for Deferred Tax	6.82	54.79
Net Profit for the Year	65.49	139.44
Less : Prior Period Adjustments	-	-
Net Profit for the Year	65.49	139.44
Profit brought forward from previous year	494.77	383.80
Surplus available for appropriation	560.26	523.24
Less : Transfer to General Reserve	-	13.75
Less : Transfer to Debenture Redemption Reserve	-	(4.52)
Less : Short/(Excess) Provision of Dividend in	-	0.03
previous year Less : Tax on Short/( Excess) Provision of Dividend		0.01
Less : Proposed Dividend on Preference Shares	2.85	2.85
Less : Proposed Dividend on Equity Shares	8.19	13.10
Less : Dividend Distribution Tax on Proposed Dividend	2.25	3.25
Balance of Profit carried to Balance Sheet	546.97	494.77

DIVIDEND

The Board of Directors has recommended dividend of Rs, 1/- (Rupee One Only) per share (@ 10%) on equity share of Face value of Rs,10/- each. Dividend will be paid to eligible equity shareholders, if approved by the members at the Annual General Meeting.

As per the terms and condition of Bank of India, dividend will be paid @ 2.5% per annum to Preference Shareholders holding 75709 Cumulative Redeemable Preference Shares of Rs,100 each and dividend will be paid @ 20% per annum to Preference Shareholders for 1415000 Cumulative Redeemable Preference Shares of Rs,100 each.

share capital

The paid up Equity Share Capital as on 31st March, 2016 was Rs, 81.87 crores and Preference Share Capital as on 31st March, 2016 was Rs,14.91 crores.

During the year Company had issued and allotted 16374370 Equity Shares of Rs, 10/- each to KKR Juptier Investors Pte. Ltd. at premium of Rs, 290/- per share aggregating to Rs, 300 per equity share and the said shares were listed on BSE Ltd., and National Stock Exchange of India Ltd.

PERFORMANCE OF THE COMPANY

Profit before tax of the Company decreased from Rs, 200.54 Crores in 2014-15 to Rs,101.95 Crores in 2015-16 reflecting an decrease of 49.16%.

Profit after tax of the Company decreased from Rs,139.44 Crores in 2014-15 to Rs, 65.49 Crores in 2015-16 reflecting an decrease of 53.03%.

Though the production of Polyester Chips increased from 466178 MT in 2014-15 to 506817 MT in 2015-16, production of POY & Yarn increased from 273932 MT in 2014-15 to 293703 MT in 2015-16.

directors

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mrs. Veena Arya and Mr. N K Shah, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

Mr. P N Thakore has retired from his service as a CFO w.e.f 31st December, 2015 and Mr. K V Vaidya, was appointed as CFO in his place w.e.f. 1st January, 2016.

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 Clause 49 of the Listing Agreement.

Mr. Nikhil Srivastava and Mr. Vijay Bapna, were appointed as Additional Directors during the year to hold office upto the conclusion of forthcoming Annual General Meeting of the Company.

The Company has received notices from the members signifying their intention to propose Mr. Nikhil Srivastava and Mr. Vijay Bapna, as candidates for the office of the Director for which a resolutions are included in the notice of Annual General Meeting.

Mr. Nikhil Srivastava will be appointed as Nominee Director of Investors and Mr. Vijay Bapna, will appointed as Independent Director in forth coming Annual General Meeting.

KEY Managerial PERSONNEL

During the year under review, the Company has appointed following persons as Key Managerial Personnel.

Sr. No.	Name of the Person	Designation
1	Mr. Rakesh Gothi	CEO & Managing Director
2	Mrs. Ujjwala Apte	Company Secretary
3	Mr. P. N. Thakore Upto 31.12.2015 as CFO	Chief Financial Officer
4	Mr. Kiran Vaidya w.e.f. 01.01.2016 to 31.05.2016	Chief Financial Officer

Since Mr. Kiran Vaidya has submitted his resignation to Board, Mr. Ajay Agrawal will be appointed as CFO w.e.f 1st June, 2016

subsidiaries

Company has overseas subsidiary under the name and style JBF Global Pte Ltd at Singapore, which has subsidiaries, namely JBF Petrochemicals Ltd at Mangalore, India, JBF Trade Invest Pte Ltd at Singapore, JBF Bio Glicols Industria Quimica Ltda, at Brazil and JBF RAK LLC, at U.A.E with its own subsidiaries, JBF Bahrain S.PC at Bahrain, JBF Global Europe BVBA at Belgium. and JBF America Inc, at America.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. In accordance with the Account Standard AS-21, the audited Consolidated Financial Statements including the Financial information of the Subsidiary Companies are provided in the Annual Report.

The annual accounts of the Subsidiary Companies will be available at the Registered and Corporate Office of the Company and on the website of the company.

JBF Global Europe BVBA (Belgium) and JBF Bahrain SPC (Bahrain) subsidiaries of the Company have started their production and are contributing to the Company.

PTA project of JBF Petrochemicals Ltd at Mangalore SEZ is at advanced stage of completion and the plant would be operational by end of the financial year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of the Directors'' Report

corporate governance

As per Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors on compliance forms an integral part of this report.

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 8 Committees namely Audit Committee, Stakeholders Relationship Committee, Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Finance Committee and Investment Committee.

The details of the constitution of the Committees and the meetings held during the financial year 2015-16 are included in the Corporate Governance Report forming part of Annual Report.

number of meetings of the board & audit committee

During the year Six Board Meetings and Four 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) Regulations, 2015.

company policies :

The company has formulated following mentioned policies which are available on our website : www.jbfindia.com

corporate social responsibility policy

As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive, the Company has undertaken projects in the area of rural development.

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 given in Annexure to Directors'' Report.

nomination and 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.

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

RISK MANAGEMENT POLICY

Pursuant to the requirement of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has constituted Risk Management Committee. The Company has a Risk Management Policy and team evaluate business risks.

The Board of Directors regularly reviews risk and threats in the business and takes suitable steps to safeguard Company''s interest.

RELATED PARTY TRANSACTIONS POLICY

As requirement the Company framed related party transaction policy. As policy all Related Party Transactions including sale and purchase entered into with subsidiary Companies are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained on a quarterly / annual basis for such transactions which are of repetitive nature.

There are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has formulated policy on materiality of Related Party Transaction which is available on website of the Company which is available on the website of the company.

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. Confidentiality 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.

The efforts are taken to accept the observations of the whistle blower and the action are taken accordingly.

prevention of sexual harassment at workplace policy and preservation of documents policy

The company has also constituted prevention of sexual harassment at work place 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.

board evaluation

Pursuant to the provision of the Companies Act, 2013 and Regulation 4(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board''s functioning, composition of Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

foreign exchange earning & outgo

Foreign Exchange earnings by way of exports and Freight were ''1080.96 crores against outgo of Rs, 884.30 Crores on import of raw materials, stores spares & consumables and Rs, 2.86 Crores of foreign exchange was invested in imported capital equipments for the growth of the Company.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

particulars of loans, guarantees or investments BY company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements (Refer note no.31)

disclosure under rule 5(1) of the companies (appointment and remuneration), rules, 2014

The information required pursuant to Section 197 read with rule 5(1) of the Companies (Appointment and Remuneration) Rules, 2014 in respect of employees of the Company and Directors is enclosed in the Annual Report.

insurance

All the properties of the Company including buildings, plant and machinery and stock have been adequately insured.

directors'' responsibility statement

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013, that in the preparation of the Annual Accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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, 2016 and of the profit of the Company for the year ended on that date; that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the annual accounts have been prepared on a going concern basis; that the Directors 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 that the Directors had devised proper systems were adequate and operating effectively.

statutory auditor

M/s. Chaturvedi & Shah, Chartered Accountants, (Firm Registration No. 101720W) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for the re-appointment to audit the accounts of the Company for the financial year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. Chaturvedi & Shah that their appointment, if made, would be in conformity with the limits specified in the said Section and they have confirmed their independence as required under the Companies Act 2013.

cost audit

The Board of Directors has approved appointment of Ms. Devashree P. Vijayakar, Cost Accountant as the Cost Auditor of the Company to conduct cost audit and give report for the year 2016-17. The notice of Annual General Meeting includes the resolution to obtain consent of the shareholders.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s. Jagdish Patel & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as and forms an integral part of this Report.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting financial position of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE regulators or courts

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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an effective internal control and risk-mitigation system, which are assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal audit is entrusted to M/s. Bhuwania & Agrawal Associates. Every quarter internal audit report is placed before the Audit Committee and the Audit Committee of the Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

environment and safety

The Company has constituted Committee for prevention of sexual harassment at work place with a mechanism of lodging complaints. During the year under review no complaints were reported to the Board

acknowledgement

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

Place : Mumbai BHAGIRATH ARYA

Date : 30th May, 2016 Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty-Second Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS [Rs. in crores] Particulars Year ended on Year ended 31/3/2014 on 31/3/2013 [Audited] [Audited]

Total Revenue 4,846.58 4,576.18 Profit before Depreciation, exceptional Item & Tax 178.23 187.75 Less : Depreciation 112.22 100.66 Less : exceptional Item 36.71 - Profit before Tax 29.30 87.09 Less : Provision for Current Taxation 7.22 19.33 Less : MAT Credit Entitlement (7.22) (19.33) Less : Provision for Deferred Tax 14.28 35.59 Net Profit for the year 15.02 51.50 Less : Prior period Adjustments 0.03 0.02 Net Profit for the year 14.99 51.48 Profit brought forward from previous year 384.51 350.13 Surplus available for appropriations 399.50 401.61 Less : Transfer to General Reserve 1.15 5.20 Less : Transfer (from)/ to Debenture Redemption (3.17) 0.61 Reserve Less : Short/ (excess) Provision of Dividend in (0.73) 0.17 Previous Year Less : Short/ (excess) Provision of Dividend (0.12) 0.03 Distribution Tax Less : Proposed Dividend on Preference Shares 2.81 2.22 Less : Proposed Dividend on Equity Shares 13.06 7.26 Less : Dividend Distribution Tax on Proposed Dividend 2.70 1.61 Balance of Profit carried to Balance Sheet 383.80 384.51

DIVIDEND

As per the terms and conditions of Bank of India, dividend will be paid @ 2.5% per annum to Preference Shareholders holding 1 1395709 Cumulative Redeemable Preference Shares of Rs. 100 each till 25th March, 2014.

As per the terms and condition of Bank of India, dividend will be paid @ 2.5% per annum to Preference Shareholders holding 75709 Cumulative Redeemable Preference Shares of Rs.100 each from 26th March, 2014 and @ 20% per annum to Preference Shareholders holding 1415000 Cumulative Redeemable Preference Shares of Rs.100 each from 26th March, 2014.

The Board of Directors has recommended dividend of Rs. 2/- (Rupees Two only) per share (@ 20%) on equity shares. Dividend will be paid to eligible equity shareholders if approved by members at the Annual General Meeting.

DIRECTORS

Mr. Baldevraj Hansraj Gupta, was appointed on 10th April, 2014, as Additional Independent Director, to hold the office till the date of this Annual General Meeting, will be appointed as a Independent Director for a term of 5 years in this Annual General Meeting based on the recommendation of shareholders in this Annual General Meeting. Mr. Prakash Vasantlal Mehta, was appointed on 10th April, 2014, as an Additional Non-Executive Director, to hold the office till the date of this Annual General Meeting, will be appointed as a Independent Director for a term of 5 years in this Annual General Meeting based on the recommendation of shareholders in this Annual General Meeting.

Mr. Brij Mohan Bansal, was appointed on 27th May, 2014, as an Additional Independent Director, to hold the office till the date this Annual General Meeting, will be appointed as an Independent Director for a term of 5 years in this Annual General Meeting based on the recommendation of shareholders in this Annual General Meeting.

Mrs. Veena Arya, is retiring by rotation and being eligible, offer herself for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of the Directors'' Report and is annexed hereto.

PERFORMANCE

Net sales of the Company increased from Rs. 4,504.09 Crores in 2012-13 to Rs. 4,784.71 Crores in 2013-14, reflecting an increase of 6.23%.

Profit before Tax of the Company decreased from Rs. 87.09 Crores in 2012-13 to Rs. 29.30 Crores in 2013-14.

Net Profit of the Company decreased from Rs. 51.48 Crores in 2012-13 to Rs. 14.99 Crores in 2013-14.

ISSUE OF EQUITY SHARES

During the year, Compensation Committee met 5 times to consider the exercise of options and issue of equity shares granted under Employees Stock Option Scheme to employees and directors. During the year 191611 options were exercised by the Directors & employees and equal number of equity shares were allotted and issued. Listing formalities were duly completed after the allotment of these shares. Disclosure of Particulars is annexed to this report as an "ANNEXURE B" to the Directors Report.

BUY-BACK OF SHARES

During the year, Company has bought back Seventy Five Lacs equity shares of Rs.10/- each at an average price of Rs. 97.64 per equity shares through the methodology of "Open Market Purchases through Stock Exchanges". Share capital after issue of equity shares under ESOS Scheme and buyback of equity shares is Rs. 65,32,48,470.

ISUE OF CUMULATIVE REDEEMABLE PREFERENCE SHARES

Bank of India (BOI) had approved line of credit to fund losses incurred by the Company on account of derivative transaction of the Company with BOI to hedge ECB Loan.

As a part of the credit line the Company had issued 11395709 - 2.5% Cumulative Redeemable Preference Shares (CRPS) of Rs. 100/- each, in different tranches aggregating to Rs. 113,95,70,900, to be redeemed in three instalments.

The Board of Directors of the Company (the "Board") had proposed the redemption of the existing 11320000 - 2.5% CRPS in Exchange of 1415000 - 20% CRPS of Rs. 100/- each at premium of Rs. 700/- per CRPS, to be redeemed on the same date of redemption as of old CRPS.

The Preference Shareholders approved the said proposal by passing resolution in their meeting held on 26th March, 2014, which was also accepted by the Equity Sharesholders in their meeting held on 26th March, 2014, by passing the resolution to that effect.

To give effect to the resolution as mentioned above the Board of Directors issued 1415000 - 20% Cumulative Redeemable Preference Shares of Rs. 100/- each at premium of Rs. 700/- per (CRPS) in their meeting held on 26th March, 2014, in favour of BOI.

As a result of the above the issued Preference Share Capital has come down to Rs. 14,90,70,900.

SUBSIDIARIES

Company has overseas subsidiary under the name and style JBF Global Pte Ltd at Singapore, which has subsidiaries, namely JBF Petrochemicals Ltd., Mangalore, India, JBF Glicols Industria Quimica Ltda, at Brazil and JBF RAK LLC, at U.A.E with its own subsidiaries, JBF Bahrain S.PC at Bahrain and JBF Global Europe BVBA at Belgium.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. In accordance with the Accounting Standard AS-21, the audited Consolidated Financial Statements including the Financial Information of Subsidiary Companies are provided in the Annual Report.

The annual accounts of the Subsidiary Companies will be kept open for inspection at the Registered and Corporate Office of the Company and that of the respective Subsidiary Companies.

PROGRESS OF SUBSIDIARIES

a) Bahrain plant will have 3 lines having total capacity of 90,000 Tonnes per annum. Two lines of Polyester Film project being executed through JBF Bahrain SPC have commenced production. The third line is likely to be commissioned by third quarter of 2014.

b) At Geel, Belgium, PET project executed through JBF Global Europe BVBA having capacity of 390,000 Tonnes per annum is on schedule. The plant is expected to be commissioned by mid of June 2014.

c) At Mangalore, PTA project being executed through JBF Petrochemicals Ltd., having capacity of the 1.25 Million Tonnes per annum is progressing satisfactorily. Construction activities have commenced. The project is expected to be completed by mid 2015.

RISK MANAGEMENT

The Board of Directors regularly reviews risks and threats in the business and takes suitable steps to safeguard Company''s interest.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FixED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors report that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Auditing Practices.

2. Such Accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2014.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities.

4. The annual accounts have been prepared on a Going Concern Basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Corporate Governance Report and Auditors'' Certificate, are included in the Annual Report.

Code of Conduct for Directors and Employees of the Company, has been communicated to them and a copy has been pasted on the web site of Company.

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with the provision of Section 139 of the Companies Act, 2013 (Act) and also satisfy the criteria provided in Section 141 of the Act.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Polyester Chips, Partially Oriented Yarn (POY) and Polyester Processed Yarn as required for the year ended 31st March, 2014.

COST AUDITORS

As per the Companies (Cost Audit Report) Rules, 2011 and the notification of MCA dated 3rd June, 2011. The Cost Accounts Records maintained by your Company for the Products - Polyester Chips, Polyester Filament Yarn and Polyester Processed Yarn are subject to yearly audit by qualified Cost Auditors.

Based on the Audit Committee recommendations at its meeting held on May 27, 2014, the Board has approved the appointment of Ms. Devashree P Vijayakar, Cost Accountant as the Cost Auditor of the Company for the financial year 2014-2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN Exchange EARNING AND OUTGO

A Statement containing necessary information as required under Section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed to this report as an "ANNEXURE A" to the Directors Report.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaint Committee under Section 4 of the captioned Act. No complaint has been filled before the said committee till date.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In line with the requirements of the Companies Act, 2013, the Board on 15th May, 2014 has constituted a CSR Committee comprising Mr. Rakesh Gothi as the Chairman and Mr. B.R.Gupta, Mr. PN.Thakore and Mr. N.K.Shah as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, and forming part of the Report is annexed hereto as an "ANNEXURE C" to the Directors Report.

FOREIGN EARNINGS/OUT GOINGS

Foreign Exchange earnings by way of exports and Net Gain on currency and interest rate swap were Rs. 897.12 Crores and Rs. 6.73 Crores respectively against outgo of Rs. 1546.09 Crores on import of raw materials, colours chemicals & oils, stores spares & consumables and Rs. 5.90 Crores of foreign Exchange were invested in imported capital equipments for the growth of the Company.

APPRECIATION

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

P.N. THAKORE RAKESH GOTHI

CFO & Director Finance CEO & Managing Director Place: Mumbai Date: 27th May, 2014.

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Mar 31, 2013

The Directors have pleasure in presenting the Thirty-First Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2013.

FINANCIAL RESULTS [Rs.in crores]

Particulars Year ended Year ended on 31st on 31st March, 2013 March, 2012 [Audited] [Audited]

Total Revenue 4,576.18 4512.56

Profit before Depreciation & Tax 187.75 112.26

Less : Depreciation 100.66 83.94

Profit before tax 87.09 28.32

Less : Provision for Current Taxation 19.33 5.60 Less : MAT Credit Entitlement (19.33) (5.18)

Less : Provision for Deferred Tax 35.59 (20.88)

net Profit for the year 51.50 48.78

Less : Prior period Adjustments 0.02 0.10

Profit brought forward from previous year 350.13 377.56

surplus available for appropriations 401.61 426.24

Less : Transfer to General Reserve 5.20 5.00

Less : Transfer to Debenture Redemption Reserve 0.61 3.26

Less : Short Provision of Dividend in Previous Year 0.17 0.04

Less : Tax paid on Short Provision of Dividend 0.03 0.01

Less : Proposed Dividend on Preference Shares 2.22 0.72

Less : Proposed Dividend on Equity Shares 7.26 57.62

Less : Dividend Distribution Tax on Proposed Dividend 1.61 9.46

Balance of Profit carried to Balance sheet 384.51 350.13

diVidend

As per the terms and conditions of Bank of India, dividend will be paid @ 2.5% per annum to Preference Shareholders on Cumulative Redeemable Preference Shares of Rs.100 each.

The Board of Directors has reconsidered the recommendation of dividend of Rs. 6 (Rupees Six only) per share (@ 60%) on the equity share capital and revised it to Rs. 1 (Rupee One only) per share on the equity share capital in their meeting held on 13th August, 2013. Dividend will be paid to eligible equity shareholders if approved by members at the Annual General Meeting.

diReCtoRs

Mr. Sunil Diwakar, Mr. Prakash Mehta, Mrs. Veena Arya and Mr. Krishen Dev, are retiring by rotation and being eligible, offer themselves for re-appointment.

MAnAGeMent disCussion And AnAlYsis

The Management Discussion and Analysis forms part of the Directors'' Report and is annexed hereto.

Performance

Net sales of the Company increased from Rs. 4,383.32 Crores in 2011-12 to Rs. 4,504.09 Crores in 2012-13, reflecting an increase of 2.76%. Profit before tax of the Company increased from Rs.28.32 Crores in 2011-12 to Rs. 87.09 Crores in 2012-13, reflecting an increase of 207.52%. Net profit of the Company increased from Rs. 48.78 Crores in 2011-12 to Rs. 51.50 Crores in 2012-13, reflecting an increase of 5.58%. issue oF equitY sHARes.

During the financial year ended 31st March, 2013, 6,14,113 equity shares were issued to Directors & employees, who have exercised their options under ESOS.

As a result of the above the issued equity share capital has gone up to Rs. 72,63,32,360. issue oF CuMulAtiVe RedeeMABle PReFeRenCe sHARes

During the year ended 31st March, 2013, Company has issued 21,95,787 – 2.5% Cumulative Redeemable Preference Shares of Rs. 100 each to Bank of India.

Company has also issued 3,60,722 – 2.5% Cumulative Redeemable Preference Shares of Rs. 100 each to Bank of India on 20th August 2013. As a result of the above the issued preference share capital has gone up to Rs. 1,13,95,70,900.

BuY-BACK oF sHARes

Board of Directors has considered buy-back of equity shares of Rs. 10/- of the Company from the existing equity shareholders of the Company other than promoters and the persons who are in control of the Company at price not exceeding Rs. 105/- (Rupee One Hundred Five Only) per equity share and the total consideration payable for the buy-back shall not exceed the aggregate amount of Rs. 73,50,00,000 (Rupees Seventy Three Crores Fifty Lacs) excluding brokerage, transactional charges and taxes, if any ("Maximum Buy-back Size") is within 10% of the total paid-up equity share capital and free reserves of the Company as on 31st March, 2013 through the methodology of "Open Market Purchases through Stock Exchanges".

suBsidiARies

Company has overseas subsidiary under the name and style JBF Global Pte Ltd at Singapore, which has subsidiaries, namely JBF Glicols Industria Quimica Ltda, at Brazil and JBF RAK LLC, at U.A.E with its step-down subsidiaries, JBF Bahrain S.P.C at Bahrain and JBF Global Europe BVBA at Belgium. JBF Petrochemicals Ltd earlier which was subsidiary company of JBF Industries Ltd, has now become subsidiary company of JBF Global Pte Ltd by virtue of issue of equity shares in favour of JBF Global Pte Ltd by JBF Petrochemicals Ltd. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. In accordance with the Accounting Standard AS-21, the audited Consolidated Financial Statements including the Financial Information of Subsidiary Companies are provided in the Annual Report.

The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered and Corporate Offices of the Company and that of the respective Subsidiary Companies.

RisK MAnAGeMent

The Board of Directors regularly reviews risks and threats in the business and takes suitable steps to safeguard Company''s interest.

insuRAnCe

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FiXed dePosits

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

diReCtoRs'' ResPonsiBilitY stAteMent

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors report that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Auditing Practices.

2. Such Accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2013.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities. 4. The annual accounts have been prepared on a Going Concern Basis.

CoRPoRAte GoVeRnAnCe

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Corporate Governance Report and Auditors'' Certificate, are included in the Annual Report. Code of Conduct for Directors and Employees of the Company, has been communicated to them and a copy has been pasted on the web site of Company.

AuditoRs

M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of the sub-section 3 of section 226 of the Companies Act, 1956.

Cost ACCountinG ReCoRds

The Company has maintained cost accounting records in respect of manufacture of Polyester Chips, Partially Oriented Yarn (POY) and Polyester Processed Yarn as required for the year ended 31st March, 2013.

Cost AuditoRs

As per the Companies (Cost Audit Report) Rules, 2011 and the notification of MCA dated 3rd June, 2011. The Cost Accounts Records maintained by your Company for the Products - Polyester Chips, Polyester Filament Yarn and Polyester Processed Yarn are subject to yearly audit by qualified Cost Auditors.

Based on the Audit Committee recommendations at its meeting held on May 23, 2013, the Board has approved the appointment of Ms. Devashree P. Vijayakar, Cost Accountant as the Cost Auditor of the Company for the financial year 2013-2014, subject to approval of the Central Government.

eMPloYees stoCK oPtion sCHeMe

During the year Compensation Committee met 6 times to consider the exercise of options and issue of equity shares. During the year 6,14,113

options were exercised by the Directors & employees and equal number of equity shares were allotted. Listing formalities were duly completed after the allotment of these shares. Disclosure of Particulars is annexed to this report as an "Annexure C" to the Directors Report.

ConseRVAtion oF eneRGY, teCHnoloGY ABsoRPtion

And FoReiGn eXCHAnGe eARninG And outGo

A Statement containing necessary information as required under Section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed to this report as an "Annexure A" to the Directors Report.

PARtiCulARs oF eMPloYees

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, and forming part of the Report is annexed hereto as an "Annexure B" to the Directors Report.

FoReiGn eARninGs/out GoinGs

Foreign Exchange earnings by way of exports and interest were Rs.629.34 Crores and Rs.0.92 Crores respectively against outgo of Rs.915.92 Crores on import of raw materials, colours chemicals & oils, stores spares & consumables and Rs.26.12 Crores of foreign exchange were invested in imported capital equipments for the growth of the Company.

APPReCiAtion

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of directors

P. n. tHAKoRe RAKesH GotHi

CFO & Director Finance CEO & Managing Director

Place: Mumbai

Date: 21st August, 2013

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Mar 31, 2012

The Directors have pleasure in presenting the Thirtieth Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2012.

FINANCIAL RESULTS [Rs. in crores]

Particulars Year ended on Year ended on 31st March, 31st March, 2012. 2011.

[Audited] [Audited]

Total Revenue 4512.56 3582.83

Profit before Depreciation & Tax 112.26 264.95

Less : Depreciation 83.94 73.37

Profit before Tax 28.32 191.58

Less : Provision for Current Taxation 5.60 50.93

Less : MAT Credit Entitlement (5.18) --

Less : Provision for Deferred Tax (20.88) 9.31

Less : Taxes for Earlier Years -- (0.08)

Net Profit for the year 48.78 131.42

Less : Prior period Adjustments 0.10 0.11

Profit brought forward from previous year 377.56 329.13

surplus available for appropriations 426.24 460.44

Less : Transfer to General Reserve 5.00 13.15

Less : Transfer to Debenture Redemption Reserve 3.26 3.25

Less : Short Provision of Dividend in previous year 0.04 --

Less : Tax paid on short provision of dividend 0.01 --

Less : Dividend Distribution Tax for earlier year written back -- (0.14)

Less : Proposed Dividend on Preference Shares 0.72 0.00 (previous year Rs. 36,457)

Less : Proposed Dividend on Equity Shares 57.62 57.32

Less : Dividend Distribution Tax on Proposed Dividend 9.46 9.30

Balance of Profit carried to Balance sheet 350.13 377.56

DIVIDEND

As per the terms, dividend will be paid @ 2.5% per annum to Preference Shareholders on Cumulative Redeemable Preference Shares of Rs. 100 each.

The Board of Directors has recommended dividend of Rs. 8 (Rupees Eight only) per share (@ 80%) on the Equity Share Capital of the Company. Dividend will be paid to equity shareholders if approved by members at the Annual General Meeting.

The equity shares issued on exercise of options under ESOS before the date of book closure will be considered for the payment of dividend.

DIRECTORS

Mr. Prakash Mehta, Mrs. Veena Arya, Mr. Krishen Dev and Mr. B R Gupta, Directors are retiring by rotation and being eligible, offer themselves for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of the Directors' Report and is annexed hereto.

PERFORMANCE

The overall production of Polyester Chips during the year has increased from 4,84,389 MT in 2010-11 to 5,04,332 MT in 2011-12, reflecting an increase of 4.12%.

The overall production of POY during the year has increased from 2,11,017 MT in 2010-11 to 2,28,251 MT in 2011-12, reflecting an increase of 8.17%.

Net revenue from Operations of the Company also increased from Rs. 3,560.46 Crores in 2010-11 to Rs. 4,383.32 Crores in 2011-12, reflecting an increase of 23.11%.

ISSUE OF EQUITY SHARES

During the year 3,71,167 equity shares were issued to Directors & employees, who have exercised their options under ESOS.

As the result of the above, the issued equity share capital has gone up to Rs. 72,01,91,230.

ISSUE OF CUMULATIVE REDEEMABLE PREFERENCE SHARES

During the year ended 31st March, 2012, Company has issued 61,77,837 - 2.5% Cumulative Redeemable Preference Shares of Rs. 100 each to Bank of India.

As a result of the above the issued preference share capital has gone up to Rs. 88,39,20,000.

SUBSIDIARIES

Company has 100% Indian Subsidiary namely JBF Petrochemicals Limited and also overseas subsidirary company JBF Global Pte Ltd at Singapore, which has JBF RAK LLC, UAE, has its subsidiary.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. In accordance with the Accounting Standard AS-21, the audited Consolidated Financial Statements including the Financial Information of Subsidiary Companies are provided in the Annual Report.

Annual Accounts of the subsidiary companies and the related detailed information will be available to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered and Corporate Offices of the Company and that of the respective Subsidiary Companies.

Company's project for setting up of 1.2 million tonne PTA Project at SEZ at Mangalore through the wholly owned subsidiary i.e. JBF Petrochemicals Ltd., is progressing as per schedule. Necessary government approvals relating to environment has been obtained and application for other approvals are under process. The Project is expected to be commissioned by end of 2014.

RISK MANAGEMENT

The Board of Directors regularly reviews risks and threats in the business and takes suitable steps to safeguard Company's interest.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors report that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Auditing Practices except the provision of marked to market loss of derivatives contracts.

2. Such Accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2012.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities.

4. The annual accounts have been prepared on a Going Concern Basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Corporate Governance Report and Auditors' Certificate, are included in the Annual Report.

Code of Conduct for Directors and Employees of the Company, has been communicated to them and a copy has been pasted on the web site of Company.

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of the sub-section 3 of section 226 of the Companies Act, 1956.

AUDITORS' OBSERVATIONS ON STANDALONE AND CONSOLIDATED ACCOUNTS

In order to hedge the Company's exposure to foreign exchange and interest rate, the Company has entered into derivative contracts. All realized derivative losses aggregating to Rs. 167.77 Crores for the year ended 31st March, 2012 has been charged to Statement of Profit & Loss. The mark to market losses in respect of the above derivative contracts as on 31st March, 2012 aggregating to Rs. 47.48 Crores has not been provided in the books of account, since the Company is of the view that, loss may be payable only if loss conditions are triggered on observation dates, which, is contrary to the requirements of announcement by the Institute of Chartered Accountants of India. The losses in respect of above derivative contracts will be accounted for on actual settlements. Further, one of the bankers with whom, derivative transaction is outstanding had approved a line of credit to fund derivative losses partly as debt, convertible debt and preference shares.

The Auditors of the Company have qualified their reports regarding the non-provision of marked to market losses of derivative contracts amounting to Rs. 47.48 Crores as on 31st March, 2012, with consequential effect of Rs. 31.66 Crores on Profit after Tax.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Polyester Chips, Polyester Filament Yarn and Polyester Processed Yarn as required for the year ended 31st March, 2012.

COST AUDITORS

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification no. GSR 430(E) dated June 3, 2011. These rules make it mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the financial year. The Cost Accounts Records maintained by your Company for the Products - Polyester Chips, Polyester Filament Yarn and Polyester Processed Yarn are subject to yearly audit by qualified Cost Auditors. Based on the Audit Committee recommendations at its meeting held on May 29, 2012, the Board has approved the appointment of Ms. Devashree P Vijayakar, Cost Accountant as the Cost Auditor of the Company for the financial year 2012-2013, subject to approval of the Central Government.

EMPLOYEES STOCK OPTION SCHEME

During the year under review 3,71,167 options were exercised by the Directors & employees and equal number of equity shares were allotted. Listing formalities were duly completed after the allotment of these shares. Disclosure of Particulars is annexed to this report as an "Annexure C" to the Directors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A Statement containing necessary information as required under Section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed to this report as an "Annexure A" to the Directors Report.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, and forming part of the Report is annexed hereto as an "Annexure B" to the Directors Report.

FOREIGN EARNINGS/OUT GOINGS

Foreign Exchange earnings by way of exports and interest and Miscellaneous Income were Rs. 549.47 Crores and Rs. 1.45 Crores respectively against outgo of Rs. 894.16 Crores on import of raw materials, colours chemicals & oils, stores spares & consumables and Rs. 33.29 Crores of foreign exchange were invested in imported capital equipments for the growth of the Company.

APPRECIATION

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

BHAGIRATH C ARYA

CHAIRMAN

Place: Mumbai

Date : 29th May, 2012.

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2011.

FINANCIAL RESULTS [Rs. in crores]

Particulars Year ended Year ended on 31st on 31st March, 2011. March, 2010. [Audited] [Audited]

Turnover & Other Income 3581.27 2732.92

Profit before Depreciation & Tax 264.97 245.22

Less: Depreciation 73.37 62.21

Profit before Tax 191.60 183.01

Less: Provision for Current Taxation 50.95 42.71

Less: Provision for Deferred Tax 9.31 11.27

Less: Taxes for Earlier Years (0.08) 0.03

Net Profit for the year 131.42 129.00

Less: Prior period Adjustments 0.11 0.22

Profit brought forward from previous year329.13 257.52

Surplus available for appropriations 460.44 386.30

Less: Transfer to General Reserve 13.15 12.90

Less: Transfer to Debenture Redemption Reserve 3.25 0.57

Less: Dividend Distribution Tax For Earlier Year Written Back (0.14) --

Less proposed Dividend on Preference Shares0.00 -- (Rs. 36457 Previous YearRs. Nil)

Less: Proposed Dividend on Equity Shares 57.32 37.35

Less: Dividend Distribution Tax on Proposed Dividend 9.30 6.35

Balance of Profit carried to Balance Sheet 377.56 329.13

DIVIDEND

As per the terms, dividend will be paid to Preference Shareholder @ X 0.014 per share on 26,61,363 Cumulative Reedemable Preference Shares of X 100 each. The Board of Directors has recommended dividend of X 8 (Rupees Eight only) per share (@ 80%) on the Equity Share Capital of the Company. Dividend will be paid to equity shareholders if approved by members at the Annual- General Meeting. The equity shares issued on exercise of options under ESOS before the date of book closure will be considered for the payment of dividend.

DIRECTORS

Mr. Krishen Dev, Mr. B R Gupta and Mr. Sunil Diwakar, are retiring by rotation and being eligible, offer themselves for re-appointment.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of the Directors' Report and is annexed hereto.

ACHIVEMENTS

Performance

The overall production of Polyester Chips during the year has increased from 4,31,342

MT in 2009-10 to 4,84,389 MT in 2010-11, reflecting an increase of 12%.

The overall production of POY during the year has increased from 1,51,551 MT in 2009-10 to 2,11,017 MT in 2010-11, reflecting an increase of 39%.

Net sale of the Company also increased from Rs. 2691.31 Crores in 2009-10 to Rs. 3557.99 Crores in 2010-11, reflecting an increase of 32%. The net profit of the

Company has increased from Rs. 129.00 Crores in 2009-10 to Rs.131.42 Crores in 2010-11.

Expansion

The Company has decided to set up a green field PTA project through JBF Petrochemicals Limited at Manga lore, India. The Company has initiated acquisition of land activities in SEZ at Mangalore and is finalising technology suppliers for setting up this project and will be completed in 3 years.

CAPITAL STRUCTURE

a. Increase in Authorised Share Capital.

During the year under review the Authorised Share Capital of the Company has been increased from Rs. 100,00,00,000 (Rupees One Hundred Crores Only) divided into 10,00,00,000 Equity Shares of Rs.10 each to Rs. 225,00,00,000 (Rupees Two Hundred Twenty.Five Crores Only) divided into 10,00,00,000 Equity Shares of Rs. 10 each and 1,25,00,000 Cumulative Redeemable Preference Shares of Rs. 100 each, by creation of additional 1,25,00,000, Cumulative Redeemable Preference Shares of 1100 each and the Memorandum and Articles of Association have been altered accordingly.

b. Issue of Equity Shares.

During the year the Company has converted balance 700- Foreign Currency Convertible Bonds (FCCB), worth USD 7 million, into 35,58,333 equity shares on 23rd August, 2010.

The Company has issued 52,90,471 equity shares @ Rs. 157.15 per share under Qualified Institutions Placement issue on 30th September, 2010. 5,56,704 equity shares were issued to Directors & employees, who have exercised their options under ESOS. As a result of the above'the issued capital has gone up to Rs. 71,64,79,560.

CUMULATIVE REDEEMABLE PREFERENCE SHARES

During the year ended 31st March, 2011, Company has issued 26,61,363 - 2.5% Cumulative Redeemable Preference Shares of Rs. 100 each to Bank of India.

SUBSIDIARY COMPANY

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. In accordance with the Accounting Standard AS-21, the audited Consolidated Financial Statements including the Financial Information of Subsidiary Companies are provided in the Annual Report.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Companies will also be kept open for inspection at the Registered and Corporate Offices of the Company and that of the respective Subsidiary Companies.

RISK MANAGEMENT

The Board of Directors regularly reviews risks and threats and takes suitable steps to safeguard Company's interest.

INSURANCE

- All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

DIRECTORS' RESPONSIBILITY STATEMENT

in compliance with Section 217(2AA) of the Companies Act, 1956, the Directors report that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards . have been followed along with proper explanation relating to Standard Auditing Practices:

2. Such Accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2011.

3. Proper and sufficient care has been taken for the maintenance of the adequate -accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities.

4. The annual accounts have been prepared on a Going Concern Basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Corporate Governance Report and Auditors' Certificate, are included in the Annual Report.

Code of Conduct for Directors and Employees of. the Company, has been communicated to them and a copy has been pasted on the web site of Company.

EMPLOYEES STOCK OPTION SCHEME

First tranche of the options granted to employees were vested on 25th September, 2010. During the year Compensation Committee met 6 times to consider the exercise of option & issue of equity shares. During the year 5,56,704 options were exercised by the Directors & employees and equal number of equity shares were allotted. Listing formalities were duly completed after the allotment of these shares.

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of the sub-section 3 of section 226 of the Companies Act, 1956.

AUDITORS' OBSERVATIONS ON STANDALONE AND CONSOLIDATED ACCOUNTS

In order to hedge the Company's exposure to foreign exchange and interest rate, the Company entered into a derivative contract. The related Currency & Interest Rate Swap losses of Rs. 84.09 Crores for the year have been charged to Profit & Loss Account. The marked to market loss in respect of the above derivative contract as on 31st March, 2011 is Rs. 144.63 Crores, which has not been provided in the books of account since the company is of the view that the loss, if any on above derivative contract may be payable only if loss conditions are triggered on observation dates starting from 3rd August, 2010 and ending on 3rd July, 2013. The loss if any, will be accounted for on actual settlements. The banker with whom, derivative transaction is outstanding has approved a line of credit to fund derivative losses-partly as debt, convertible debt and preference shares. The Auditors of the Company have qualified their reports regarding the non-provision of marked to market losses of derivative contracts amounting to Rs. 144.63 Crores as on 31 st March 2011, with consequential effect of Rs. 97.70 crores on Profit after Tax.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Polyester Chips and Partially Oriented Yarn (POY) as required for the year ended 31st March, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A Statement containing necessary information as required under Section' 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed to this report as an "Annexure A" to the Directors Report.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, and forming part of the Report is annexed hereto as an "Annexure B" to the Directors Report.

FOREIGN EARNINGS/OUT GOINGS

Foreign Exchange earnings by way of exports and interest were Rs. 645.91 Crores and Rs. 2.86 Crores respectively against outgo of Rs. 1129.13 Crores on import of raw materials and Rs. 64.52 Crores of foreign exchange were invested in imported capital equipments for the growth of the Company.

APPRECIATION

The Board of Directors would like to express their appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors

BHAGIRATH C ARYA

CHAIRMAN Place: Mumbai Date: 26th May, 2011.

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Accounts of the Company for the financial year ended on 31st March, 2010.

FINANCIAL RESULTS [Rs.in crores]

Particulars Year ended Year ended

on 31st on 31st

March, 2010. March, 2009.

[Audited] [Audited]

Turnovers Other Income 2728.69 2407.58

Profit before Depreciation & Tax 245.22 172.85

Less: Depreciation 62.21 52.30

Profit before Tax 183.01 120.55

Less: Provision for Current Taxation 42.71 20.56

Less : Provision for Deferred Tax 11.27 23,19

Less : Provision for Fringe Benefit Tax - 0.25

Less : Taxes for Earlier Year 0.03 0.28

Net Profit for the year 129.00 76.27

Less : Prior period Adjustments 0.22 2.77

Profit/(Loss)brought forward from previous 257.52 228.43

year

Surplus available for appropriations 386.30 301.93

Less: Transfer to General Reserve 12.90 8.00

Less : Transfer to Debenture Redemption 0.57 -

Reserve

Less : Proposed Dividend on Equity Shares 37.35 31.12

Less: Tax on Proposed Dividend 6.35 5.29

Balance of Profit / [Loss] carried to Balance 329.13 257.52

Sheet

DIVIDEND

The Board of Directors has recommended dividend of Rs. 6/- (Rupees Six only) per share (@ 60%) on the Equity Share Capital of the Company. Dividend will be paid to equity shareholders if approved by members at the Annual General Meeting.

The equity shares issued on conversion of FCCB before the date of book closure will be considered for the payment of dividend.

DIRECTORS

Mr. Sunil Diwakar, Mr Prakash Mehta, Mrs Veena Arya and Mr. Krishen Dev, are retiring by rotation and being eligible, offers themselves for re- appointment.

Mr. N. Balasubramanian, Non-Executive Independent Director, has resigned from the Board on 24th June, 2009.

Mr. R R. Srinivasan, an Investor Director, representing Citigroup Venture Capital International Growth Partnership Mauritius Ltd., has resigned from the Board on 25th May, 2010.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of the Directors Report and is annexed hereto.

ACHIVEMENTS

Performance

The overall production of Polyester Chips during the year has increased from 3,99,554 MT in 2008-09 to 4,31,342 MT in 2009-10, reflecting an increase of 7.96 %.

Net sale of the Company also increased from Rs.2394.41 Crores in 2008-09 to Rs 2691.31 Crores in 2009-10, reflecting an increase of 12.40 %.

The net profit of the Company has increased from Rs.76.27 Crores in 2008-09 to Rs. 129.00 Crores in 2009-10. As result of this the profit after tax shows a upward from 3.19% of sales in 2008-09 to 4.79% of sales in 2009-10.

Expansion

The expansion activities for increasing the capacity for Fully Drawn Yarn

(FDY) and Partially Oriented Yarn (POY) by 72,000 Tons is under completion.

This is likely to add another Rs.500 crores to the turn over and is likely to lead to improvement on the margins. As per the current indications, this expansion is likely to be completed by August, 2010.

At the plants the activities of debottlenecking are going on. These activities would result in additional production of Bottle Grade Chips.

SUBSIDIARY COMPANY

Audited Accounts of JBF Global Pte Ltd. and JBF RAK LLC and Statements required under Section 212 of Companies Act, 1956, regarding the subsidiary company forms of part of this Annual Report.

At JBF RAK LLC, UAE, The production of PET Chips was 362,812 Tons and production of Film was 53,585 Tons.

Total revenue for the year was USD 500.7 million, EBTDA was USD 47.63 million and Net Profit was USD 22.13 million.

At UAE, plans are underway to increase the capacity of Polyester Film.

The Company has also signed non-binding MOU with Oman Oil Company (part of Oman Refinery) owned by Government of Oman for setting up a 1.2 Million (12 Lacs) Tonnes per annum Purified Terephthalic Acid- PTA plant at Oman as a Joint Venture.

RISK MANAGEMENT

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard Companys interest.

INSURANCE

All the properties of the Company including buildings, plant and machinery and stocks have been adequately insured.

FIXED DEPOSITS

During the year Company has not accepted any Fixed Deposits and as such, no amount of principal or interest on account of Fixed Deposits is outstanding as on the date of Balance Sheet.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA) of the Companies Act, 1956, the Directors report that:

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to Standard Auditing Practices;

2. Such Accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended on 31st March, 2010.

3. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities.

4. The annual accounts have been prepared on a Going Concern Basis.

CORPORATE GOVERNANCE

To comply with conditions of Corporate Governance, pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Statement, Corporate Governance Report and Auditors Certificate, are included in the Annual Report.

Code of Conduct for Directors and Employees of the Company, has been communicated to them and a copy has been pasted on the web site of Company.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to resolution passed on 25th September, 2009, approving Employees Stock Option Scheme for 21,78,486 equity shares aggregating

3.5% of the issued Equity Share Capital of the Company as on 31 st March, 2010. During the year under review, your Company granted 21,54,000 options to 298 selected employees and Directors, under JBF ESOS at exercise price of Rs. 60 per share as per the modified resolution passed in the previous AGM held on 25th September 2010. Details of the same are given in the annexure to this report.

AUDITORS

M/s Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and also that they are not otherwise disqualified within the meaning of the sub-section 3 of section 226 of the Companies Act, 1956.

AUDITORS OBSERVATIONS ON STANDALONE AND CONSOLIDATED ACCOUNTS

In order to hedge the Companys exposure to foreign exchange and interest rate, the Company entered into a derivative contract. The marked to market loss in respect of the above derivative contract as on 31st March, 2010 is Rs.63.37 crores, which has not been provided in the books of account since the company is of the view that the above loss is notional in nature and may be payable only if loss conditions are triggered. The Auditors have qualified the non provision of marked to market loss of Rs. 63.37 crores for the year ended 31st March, 2010 in their report with the consequential effect of Rs. 41.83 crores on the profit after tax.

COST ACCOUNTING RECORDS

The Company has maintained cost accounting records in respect of manufacture of Polyester Chips and Partially Oriented Yarn (POY) as required for the year ended 31st March, 2010.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNING AND OUTGO

A Statement containing necessary information as required under Section 217(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is annexed to this report as an "Annexure A" to the Directors Report.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, and forming part of the Report is annexed hereto as an "Annexure B" to the Directors Report.

FOREIGN EARNINGS/OUT GOINGS

Foreign Exchange earnings by way of exports and interest were Rs.613.60 Crores and Rs.2.46 Crores respectively against outgo of Rs.669.32 Crores on import of raw materials and Rs.58.15 Crores of foreign exchange were invested in imported capital equipments for the growth of the Company.

APPRECIATION

The Board of Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review.

The employees of the Company contributed significantly in achieving the results. The Directors take this opportunity of thanking them and hope that they will maintain their commitment to excellence in the years to come.

For and on behalf of the Board of Directors



Place: Mumbai BHAGIRATH C ARYA

Date: 26th May, 2010. CHAIRMAN