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Josts Engineering Company Ltd			Industry : Engineering


BSE Code:	505750	NSE Symbol:	Not Listed	P/E(TTM):	36.56

ISIN Demat:	INE636D01041	Div & Yield %:	0.19	EPS(TTM):	14.64

Book Value(Rs):	71.0090912	Market Cap ( Cr.):	523.46	Face Value(Rs):	1

Change Company

The Directors present herewith 117^th Annual Report together with the Audited Financial Statements of the Company for the year ended 31^st March, 2024

1.Financial Summary

( Rs.in lakhs)

Particulars	Standalone		Consolidated
	Year ended March 31, 2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Profit Before tax	1,343	972	1,370	1,009
Less: Tax Expense:
Current Tax	343	282	349	282
Deferred Tax	(0)	(10)	(0)	(10)
Short/(Excess) Provisi?n for Income tax of earlier years	32	6	31	6
Profit After Tax	968	694	990	731
Profit After Tax (attributable to control 1 ing interest)	968	694	990	708
Profit After Tax (attributable to non-controlling interest)	-	-	-	23
Balance brought forward from previous year	2,765	2,127	2,599	1,926
Amount available for appropriation	3,733	2,821	3,589	2,634
Add: Others	-	-	-64	21
Less: Dividend paid during the year	70	56	70	56
Balance carried forward	3,663	2,765	3,455	2,599

2. Dividend

The Directors are pleased to recommend a dividend of Rs.2/- per share (100%) on Equity Shares of Rs.2/- each for the year ended 31^st March, 2024.

3. State of the Company's Affairs and Operations:

Income for the year under review, was Rs.17,553 lakhs as against Rs.16,052 Lakhs in the previ- ous year. The profit before tax was Rs.1,343 Lakhs as against Rs.972 Lakhs in the previous year. Generally, business should continu? to progress. Barring unforeseen circumstances, there should be improved results in the current financial year 2024-25.

4. Performance of Subsidiary Companies

MHE Rent?is India Pr?vate Limited ("MHE Rent?is")

This Wholly Owned Subsidiary is engaged in equipment rental business. For the year ended March 31st, 2024, the turnover was Rs.1,311 lakhs as against Rs.1,352 lakhs in the previous year. The Profit for the year ended 31^st March, 2024 was Rs.84 lakhs as against profit of Rs.57 lakhs in the previous year. Further, pursuant to the acquisition of shares by the company from Existing Shareholders of MHE Rent?is, as approved by the Board of Directors of the Company, MHE Rent?is becomes Wholly Owned Subsidiary of the Company on 8^th August, 2023.

Josts Engineering Inc.

This Wholly Owned Subsidiary is engaged in trading of Engineered goods. This entity had com- menced its operations during the financial year ended 31^st March, 2024. For the year ended 31^st March, 2024 the turnover was Rs.62 lakhs and the profit was Rs.18 lakhs.

JECL Engineering Limited

This Wholly Owned Subsidiary has commissioned its trial production of Greenfield Manufacturing facility of Material Handling Equipments at Plot No. L-5, Add. MIDC, Kudawali Village, Murbad, Maharashtra, on lOth May, 2024. Income for the year under review, was Rs.Nil. Your company has incurred a loss of Rs.16 Lakhs during the year under review as against Loss of Rs.1 Lakhs for the previous year.

5. Share Capital

Authorized Share Capital: Your Company has its Authorized Share Capital of Rs.1,00,00,000 divided into 50,00,000 Equity Shares of Rs.2/- each as on 31^st March, 2024.

Issued, Subscribed and Paid-up Share Capital: Your Company has its Issued, Subscribed and Paid-up Share Capital of Rs.97,78,730/- divided into 48,89,365 Equity Shares of Rs.2/- each as on 31^st March, 2024.

During the year under review, the authorized, issued, subscribed and paid up equity share capital of face valu? of Rs.5/- each stands sub-divided into equity shares of face valu? of Rs.2/- (Ru- pees Two) each with effect from 28^th April, 2023 (Record date).

Further, the Board of Directors in their meeting held on 7^th August, 2024 has approved the following, subject to the approval of the Shareholders in ensuing Annual General Meeting:

j) Increase in Authorized Share Capital of the Company to ?10,00,00,000/-(Rupees Ten Crores Only) divided into 5,00,00,000 Equity Shares of ?2/- each and consequential amendment in Memor?ndum of Association of the Company.

?i) Sub-division of Equity Shares from the face valu? of ?2/- per share to face valu? of ?1/- per share and consequent alteration in Memor?ndum of Association of the Company.

6. Preferential issue of Equity Shares

During the year under review, the Company made preferential issue of 2,25,000 equity shares to the persons belonging to the Non-Promoter Category at ?506.50/- each (including premium of ?504.50/- each) was approved by the Board of Directors in its meeting held on 9^th November, 2023, as per the SEBI (ICDR) Regulations and other applicable provisions of the Companies Act, 2013. The same was approved by the shareholders ofthe Company in the Extra-ordinary General Meeting held on 7^th December, 2023. The entire issue proceeds were utilized for meeting work- ing capital requirements and expand the existing business of the Company and for general cor- porate purposes.

Consequent upon preferential issue of equity shares, the paid up share capital of the Company has been increased from Rs.93,28,730/-(46,64,365 equity shares of Rs.2/- each) to Rs.97,78,730/- (48,89,365 equity shares of Rs.2/- each).

7. Preferential issue of Warrants

During the year under review the Board in its meeting held on 9^th November, 2023 has approved to issue and allot upto 1,00,000 (One lakh only) Warrants, each convertible into, or exchange- able for, 1,00,000 (One Lakh only) fully paid-up equity share of face valu? of Rs.2/- each at a pnce of Rs.506.50 per share of the Company within the period of 18 (Eighteen Months) from the date of allotment of Warrants to the Promoter of the Company. The same was approved by the share- holders of the Company in the Extra-ordinary General Meeting held on 7^th December, 2023.

The Company, upon receipt of 25% of the issue pnce (i.e. Rs.506.50/- per warrant) as warrant subscription money, allotted 1,00,000 warrants convertible into one equity share on 24^th December, 2023. The balance 75% of the issue pnce (i.e. Rs.506.50/- per warrant) shall be payable within 18 months from the allotment date by the warrant holders.

8. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in terms of requirement of Companies Act, 2013 and in accordance with the 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 (Ac- counts) Rules, 2014, a statement containing salient features of the financial statements of Sub- sidiaries / Associate Companies / Joint Ventures is given in Form AOC - 1, which is attached to the Financial Statements of the Company.

9. Material Subsidiary

MHE Rent?is India Pr?vate Limited is a Material Subsidiary of the Company as per the threshold laid down by the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, as amended. The Board of Directors of the Company has approved a policy for determining material subsidiaries which is in line with the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, as amended from time to time. The policy has been uploaded on the company's website at www.josts.com.

10. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is annexed as Annexure "A" to the Board's Report.

11. Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology Controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with req- uisite Controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

12. Directora' Responsibility Statement

To the best of the knowledge and belief of the Directora of the Company and according to the information and explanations obtained by them, your Directora make the following statement in terms of Section 134(3) (c) and Section 134 (5) of the Companies Act, 2013:

(i) That in the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed with proper explanation and there are no material departures from the same;

(?i) The directora had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

(iii) That the Directora had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe- guarding the assets of the Company and for preventing and detecting fraud and other irreg- ularities;

(iv) That the directora had prepared the annual accounts on a going concern basis;

(v) That the Directora have laid down ?nternal financial Controls to be followed by the Company and that such ?nternal financial Controls are adequate and are operating effectively; and

(vi) That the Directora had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

13. Particulars of employees

The information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not given, as no employee, employed throughout the financial year 2023-24, was in receipt of the remuneration of Rs.102 lakhs or more and no employee, employed for the part of the financial year 2023-24 was in receipt of remuneration of Rs.8.50 lakhs or more per month

14. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at 31^st March, 2024 on its website at www.iosts.com at web link: https://iosts.com/uploads/investor/annual-returns/Form MGT 7 Josts.pdf

15. Deposits

During the year under review, the Company has not accepted/renewed any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

16. Particulars of Loans, Guarantees and Investments

Details of loans, guarantees and investments are given in the notes to the financial statements at appropriate places.

17. Code of Conduct (Code) for Board Members and S?nior Management

The Company has adopted, the Code for enhancing further ethical and transparent process in managing the assets and affairs of the Company. This Code has been posted on the website of the Company (www.josts.com).

18. Vigil Mechanism / Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013, and Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage Directors and Employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical behavior, actual or suspected inci- dence of fraud or violation of the Code of Conduct for Directors and S?nior Management (Code) that could adversely impact the Company's operations, business performance or reputation. The Vigil Mechanism / Whistle Blower Policy has been posted on the website of the Company fwww.iosts.comj.

19. Risk Management Policy

The Company has developed and implemented, a Risk Management Policy in compliance with the provisions of Section 134 (3) (n) of the Companies Act, 2013.

Risk Management is an organization-wide approach towards Identification, assessment, commu- nication and management of risk in a cost-effective manner - a holistic approach to managing risk. Generally, this involves reviewing operations of the organizaron, identifying potential threats to the organizaron and the likelihood of their occurrence and then making appropriate actions to address the most likely threats.

The Policy provides for constitution of Risk Management Core Group (RMCG) consisting of Func- tional / Departmental / Product Une heads and headed by Chairman of the Company.

The RMCG shall be collectively responsible for developing the Company's Risk Management principies and Risk Management expectations, in addition to those specific responsibilities as out- lined in the Policy. The RMCG wiII provide updates to the Audit Committee and Board of Directors of the Company on key risks faced by the Company, if any, and the relevant mitigant actions.

The major risks such as Operational Risk, Financial Risk, External Environment and Strategic Risk have been identified and the Risk Management process has been formulated.

The Risk Management Policy has been posted on the website of the Company (www.josts.com).

20. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy ("the Policy"). The Policy applies to the Board of Directors, Key Managerial Personnel and the S?nior Management Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key Managerial Personnel and S?nior Management Personnel and also lays down a framework in relation to remuneration of the aforesaid persons.

The Nomination and Remuneration Policy has been posted on the website of the Company (www.josts.com).

21. Prevention of Sexual Harassment

The Company has constituted an "Internal Complaints Committee" in compliance with the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints of Sexual Harassment were reported to the Board.

22. Committees of the Board

The Board of Directors have constituted the following Committees in compliance with the Companies Act, 2013. These Committees deal with specific areas and activities which concern the Company.

Audit Committee	* Mr. Farokh Kekhushroo Banatwalla(DIN: 02670802) - Chairman
	**Mr. Sanjiv Swarup (DIN: 00132716)- Chairman
	**Mrs. Rekha Shreeratan Bagry (DIN: 08620347) - Member
	* Mr. Shailesh Sheth (DIN: 00041713) - Member
	Mr. Jai Prakash Agarwal (DIN: 00242232) - Member
Nomination and Remuneration Committee	* Mr. Shailesh Sheth (DIN: 00041713)- Chairman
	* Mr. Marco Philippus Ardeshir Wadia (DIN: 00244357} Member
	* Mr. Farokh Kekhushroo Banatwalla (DIN: 02670802)- Member
	**Mr. Sanjiv Swarup (DIN: 00132716)- Chairman
	**Mrs. Rekha Shreeratan Bagry (DIN: 08620347)-Member
	**Mr. Pramod Maheshwari (DIN: 00185711)- Member
Stakeholders Relationship Committee	* Mr. Shailesh Sheth (DIN: 00041713)- Chairman
	* Mr. Farokh Kekhushroo Banatwalla (DIN: 02670802)-Member
	Mr. Jai Prakash Agarwal (DIN: 00242232) - Member
	* Mrs. Rekha Shreeratan Bagry (DIN: 08620347) - Chairman
	* Mr. Sanjiv Swarup (DIN: 00132716) - Member
Corporate Social Responsibility Committee	Mr. Jai Prakash Agarwal (DIN: 00242232) - Chairman
	Mr. Vishal Jain (DIN: 00709250) - Member
	* Mr. Farokh Kekhushroo Banatwalla (DIN: 02670802)- Member
	**Mr. Sanjiv Swarup (DIN: 00132716) - Member
Share Transfer	* Mr. Shailesh Sheth (DIN: 00041713), Chairman
Committee	* Mr. Farokh Kekhushroo Banatwalla (DIN: 02670802)-Member
	**Mrs. Rekha Shreeratan Bagiy (DIN: 08620347)- Chairman
	**Mr. Sanjiv Swarup (DIN: 00132716) - Member
	Mr. Jai Prakash Agarwal (DIN: 00242232)-Member

All the recommendations made by the Audit Committee were accepted by the Board.

23. Independent Directors Meeting

During the year under review, a sep?rate meeting of the Independent Directors of the Company was held on January 31st, 2024 and attended by the Independent Directors, to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also reviewed the quality, conten? and timeliness of the flow of informaron between the Management and the Board and its Committees which is necessary to effec- tively and reasonably perform and discharge their duties.

24. Meetings of the Board

During the year under review 4 (Four) Board Meetings and 22 (Twenty Two) Committee Meetings were convened and held. The details of the same forms a part of the Corporate Governance Report.

25. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations evaluation has been carried out by the Board, Nomination and Remuneraron Committee (NRC) and by the Independent Directors.

The Board has carried out an annual performance evaluation of its own, individual Directors including Independent Directors (excluding the director being evaluated) and its Committees.

Board evaluation was carried out on the basis of questionnaire, prepared after considering vari- ous inputs received from the Directors, covering various aspects revealing the efficiency of the Board's functioning such as Development of suitable strategies and business plans, size, struc- ture and expertise of the Board and their efforts to learn about the Company and its business, obligations and governance.

Performance evaluation of every Director was carried out by Board and Nomination and Remu- neration Committee on parameters such as appropriateness of qualification, knowledge, ski lis and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participa- tions in the meetings and workings thereof and initiative to maintain high level of integrity & ethics.

In their sep?rate meeting, the Independent Directors had carried out performance evaluation of Non-Independent Directors, the Board as a whole and the Chairman, taking into account the views of Executive and Non-Executive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the said meeting.

The performances of Committees were evaluated on parameters such as whether the Commit- tees of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish all of its responsibilities, Committees maintain the confidenti- ality of their discussions and decisions, Committee conduc?s a self-evaluation at least annually, Committees make periodically reporting to the Board along with its suggestions and recommen- dations.

Independent Director's performance evaluation was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the director to exercise objective and inde- pendent judgment in the best interest of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.

26. Related Party Transactions

All contracts/ arrangements/ transactions entered by the Company during FY 2023-24 with related parties were on an arm's length basis and in the ordinary course of business. There were no Material Related Party Transactions (MRPTs) undertaken by the Company during the year that require Shareholder's approval under Regulation 23(4) of the SEBI Listing Regulations or Sec- tion 188 of the Act. The approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through ?mnibus route. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Details with respect to transaction(s) with the Related Party(ies) entered into by the Company during the reporting period are disclosed in the accompanying Financial Statements and the details pursuant to clause (h) of Section 134(3) of Act and Rule 8(2) of the Companies (Ac- counts) Rules, 2014 are given in Form AOC-2 is annexed as Annexure "B" to the Board's Report

Your directors draw attention of the shareholders to the financial statements which set out related party disclosures.

Related Party Transactions Policy as approved by the Board has been uploaded on the Compa- ny's website www.iosts.com at the web link: https://iosts.com/wp-content/up-

loads/2022/04/14. l-Policy-on-Related-Party-Transaction-10-02-2022.pdf

27. Maintenance of Cost Records

In terms of the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has mandated certain class of Companies to maintain cost records. Being a manufacturing Company, the Company falls under the prescribed class of Companies and maintains Cost Accounts and Records which are also subject to Audit conducted by a Cost Auditor.

28. Auditors

(?) Statutory Auditors

M/s. Shah Gupta & Co. Chartered Accountant (FRN.109574W) was appointed as Statutory Auditors of the Company at the 115th Annual General Meeting of the Company held on 26^th September, 2022 for a term of five years till the conclusi?n of 120^th AGM to be held in the year 2027.

The observations of the Auditors, if any, are explained wherever necessary, in the appro- priate notes to the accounts. The Statutory Auditor's report does not contain any qualifi- cations, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards' Report.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors has not reported any incident of fraud during the year under review.

(?i) Secretarial Auditor

M/s Akshay Gupta & Co., having Unique Code Number: S2018RJ64900 was appointed to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year ended 31^st March,2024. Further, pursuant to Regulation 24A of SEBI Listing Regulations, Secretarial Audit of MHE Rent?is India Pr?vate Limited, Material Sub- sidiary of the Company, have also been undertaken. The Secretarial Audit Report of the Company and of Company's Material Subsidiary i.e. MHE Rent?is India Pr?vate Limited for the financial year ended 31^st March,2024 is annexed to this Boards' Report as Annexure "C" and does not contain any qualification, reservation, disclaimer or adverse remarks.

Also, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Annual Secretarial Compliance Report duly signed by M/s Akshay Gupta & Co., Company Secretarles, has also been submitted to the Stock Exchanges within 60 days of the end of the financial year.

Further, the Board has re-appointed M/s Akshay Gupta & Co., Company Secretarles (FRN: S2018RJ649000) as Secretarial Auditor of the Company for the FY 2024-25.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors ?or the Secretarial Auditor has reported any incident of fraud during the year under review.

(i?) Internal Auditors

Your Directors, during the year under review, has appointed M/s S.G.C.O & Co. LLP, to act as the Internal Auditors of the Company for the financial year 2023-24 pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.

Further, the Board has appointed M/s S.G.C.O & Co., LLP as the Internal Auditors of the Company for the FY 2024-25.

(?v) Cost Auditors

Your Directors inform the Members that pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, Manufacturing Companies are required to get their cost records audited. In this connection, the Board of Directors of the Company on the recommendation of Audit Committee had approved the appointment of M/s. Devarajan Swaminathan & Co. Cost Accountants (FRN: 100669) as the Cost Auditor of the Company for the year ending 31^st March, 2024.

The Cost Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards' Report.

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Notifica- tions / Circulars issued by the Ministry of Corporate Affairs from time to time, the Board appointed M/s. R. R Ahirwar & Associates, Cost & Management Accountants (FRN: 103745), to audit the cost records of the Company for the financial year 2024-25.

The remuneration payable to the Cost Auditor is subject to ratification by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for ratification of the remuneration payable to M/s. R. R Ahirwar & Associates, Cost & Management Accountants (FRN: 103745), for the audit of cost records of the Company for the financial year 2024-25, has been included in the Notice of the forthcoming 117^th Annual General Meeting of the Company. The Directors recommend the same for approval by the Members.

29. Corporate Social Responsibility (CSR)

The Company has in place a Corporate Social Responsibility Policy ("CSR policy") in accordance with the provisions of Section 135 of the Companies Act, 2013 read with,The Companies (Corporate Social Responsibility Policy) Rules, 2014 on recommendation of Corporate Social Responsibility Committee ("CSR Committee") and on approval of the Board of Directors of the Company.

The CSR Committee undertakes CSR activities in accordance with its Corporate Social Responsibility Policy (CSR Policy) uploaded on the Company's website at www.josts.com at the web link: https://josts.com/wp-content/uploads/2022/ll/CSR-Policy.pdf

The 2% of the average net profit, as calculated pursuant to the provisions of the Companies Act, 2013 for the FY 2023-24 was Rs.14.52 Lakhs which was spent during the year itself. A detailed report on CSR activities is enclosed as Annexure "D" to the Board's report.

30. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013, and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel),

Rules, 2014

Disclosure with respect to the remuneration of Directors, Key Managerial Personnel and Employ- ees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure "E" to the Board's Report.

31. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure "F" and forms an integral part of this Board's Report.

32. Corporate Governance

The Corporate Governance Report for the year ended March 31^st, 2024 alongwith Certif?cate of Compliance of conditions of the Corporate Governance received from the M/s Akshay Gupta & Co., Practicing Company Secretary, as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) is annexed as Annexure "G" and forms an integral part of this Board's Report.

33. Internal Control System

The Company has an effective Internal Control System in place considering the size, scale and complexity of operations.

The internal control is supplemented by the detailed internal audit programme, reviewed by management and by the Audit Committee and documented Policies, SOPs, Guidelines and Pro- cedures.

The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies at all locations of the company.

34. 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. However, member's attention is drawn to the statement on 'Contingent Liabilities' in the notes forming part of the Financial Statements.

35. Declaration of Independence

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act alongwith Rules framed thereunder, Regulation 16(l)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of Directors and S?nior Management. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Quali- fication of Directors) Rules, 2014.

36. Directors and Key Managerial Personnel

The Iist of Director's and Key Managerial Personnel at the end of the reporting period is as under:

?ame	Designation	Category
Mr. Jai Prakash Agarwal (DIN: 00242232)	Chairman and Whole Time Director	Executive
Mr. Vishal Jain (DIN:00709250)	Managing Director & CEO	Executive
Mrs. Shikha Jain (DIN:06778623)	Director	Non-Executive
Mr. Marco Philippus Ardeshir Wadia (DIN: 00244357)	Independent Director	Non-Executive
Mr. Shailesh Rajnikant Sheth (DIN:00041713)	Independent Director	Non-Executive
Mr. Sanjiv Swarup (DIN: 00132716)	Independent Director	Non-Executive
Mr. Farokh Kekhushroo Banatwalla (DIN: 02670802)	Independent Director	Non-Executive
Mrs. Rekha Shreeratan Bagry (DIN: 08620347)	Independent Director	Non-Executive
Mr. Pramod Maheshwari (DIN: 00185711)	Independent Director	Non-Executive

Mr. Jai Prakash Agarwal (DIN: 00242232), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being elig? ble offered himself for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretaria! Standards on General Meeting ('SS-2') are given in the Notice of this AGM, forming part of the Annual Report.

The second term of Mr. Farokh Kekhushroo Banatwalla (DIN: 02670802), Mr. Marco Philippus Ardeshir (DIN: 00244357) and Mr. Shailesh Rajnikant Sheth (DIN: 00041713) as an Indepen- dent Director of the Company was completed on 31^st March, 2024, thereafter, ceases to be the Directors of the Company.

37. Investor Education & Protection Fund ('IEPF')

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are Hable to be transferred to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecu- tive years or more from the date of transfer to unpaid dividend account shall also be transferred to the demat account of IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

In the interest of the shareholders, the Company sends reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are Hable to be transferred to the IEPF Authority, are uploaded on the Company's website.

In light of the aforesaid provisions, the Company is required to transfer dividends which remained unpaid/ unclaimed for a period of seven years to the IEPF established by the Central Government. The unpaid/ unclaimed dividend for the year ended March 31^st, 2017 is due for transfer to IEPF on or after August 25^th, 2024.

During the period under review, the Company transferred 1330 Equity Shares of Rs.2/- each, on which dividend of the year 2016 remained unclaimed for seven consecutive years to Investor Education and Protection Fund (IEPF) pursuant to Section 124 (6) of the Companies Act, 2013 within the scheduled time.

Further, a Dividend amount of Rs.19600/- which remained unclaimed against dividend of the year 2016, was transferred to IEPF pursuant to Section 124 of the Companies Act, 2013 within the Scheduled time.

38. Statement on compliances of applicable Secretarial Standards

In requirement of para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1, your Directors States that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

39. Material changes and commitments, if any

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

40. Disclosure of Accounting Treatment

The Company has followed the same accounting treatment as prescribed in the relevant Indian Accounting Standards while preparing the Financial Statements.

41. Change in the nature of business

There is no change in the nature of the business of your Company during the Financial Year under review.

42. Statement in respect of adequacy of internal financial control with reference to the financial statements.

The Board has adopted the policies and procedures for ensuring the orderly and efficient con- duct of its Business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures

43. Proceeding under Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has neither made any application ?or any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code"). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code.

44?. Reserves

During the financial year ended March 31^st, 2024, no amount was transferred to General reserves.

45. Acknowledgements

The Board of Directors wish to place on record their appreciation for the continued support and co-operation by the bankers, customers, suppliers and other stakeholders. The Directors also thank the employees at all levels for their hard work, dedication and support.

	For and on behalf of the Board
	Sd/-
	Jai Prakash Agarwal
Date: August 7^th, 2024	Chairman and Whole Time Director
Place: Thane	DIN:00242232