Directors Report of Jainex Aamcol Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 77th Annual Report on the
affairs of the Company together with the Audited Statement of Accounts of
Jainex Aamcol Limited (the “Company”), for the financial year ended 31st
March, 2025.

1. FINANCIAL PERFORMANCE

The financial performance of the company for the Financial Year 2024-25 in
comparison to the previous financial year 2023-24 are summarized below:

Ammint in I fhe

PARTICULARS	2024-25	2023-24
Turnover	2378.73	2094.00
Other Income	6.09	4.97
Total Revenue	2384.82	2099.37
Earnings before interest tax,depreciation, exceptional items and amortization.(EBITDA)	142.51	184.00
Interest	(34.77)	(44.04)
Depreciation	(64.17)	(65.32)
Profit/(Loss) before Extra-ordinary items & Taxes	43.57	74.52
Exceptional items	0	0
Extraordinary items	0	0
Profit/(Loss before Taxes	43.57	74.52
Current Tax	16.60	28.71
Earlier Year	0	0
Deferred Tax	(7.52)	(6.13)
MAT Credit Carried forward	0	0
Profit/(Loss) after tax	34.49	51.94

2. STATE OF COMPANY''S AFFAIRS

During the year under review, there was increase in the turnover of the
Company as compared with the previous year i.e. from Rs. 2378.73 Lakhs to
Rs. 2094.40 Lakhs.

The Company has reported Net Profit of Rs. 34.49 Lakhs against Net profit of
Rs. 51.94 Lakhs in the previous year.

3. TRANSFER TO RESERVES

The Company has earned profits during the financial year 2024-25, but the
Board of Directors of your Company, have decided not to transfer any amount
to the Reserves for the year under review.

4. SHARE CAPITAL

The Paid-up Share capital as on March 31, 2025 was Rs. 1,49,63,380/-.
During the year under review, the Company has not issued any shares with
differential rights as to dividend, voting or otherwise or convertible debentures.

The Company had received an approval from Stock Exchanges'' for such
reclassification of shares on August 9, 2024 for reclassifying Mrs. Ketaki
Mazumdar shares, along with shares belonging to her late husband, Mr.
Ronojoy Mazumdar, and late brother-in-law, Mr. Sujoy Mazumdar from
''Promoter Group'' to ''Public Category'' under regulation 31A of the (Listing
Obligation and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR)
Regulations, 2015”)

Following are the details of their shareholding: -

Name of the Promoter Group	No. of shares held	Percentage of the total equity capital of the Company (%)
Mrs.Ketaki Mazumdar	75,811	5.07
Late Mr. Ronojoy Mazumdar	34,320	2.29
Late Mr. Sujoy Mazumdar	15,575	1.04
Total	1,25,706	8.04

Rights Issue

The Board approved on December 09, 2024 a fund-raising corporate action by
way of issuance of equity shares of the Company to its existing shareholders
on a rights basis in order to fund the expansion program of the Company. SEBI
thereafter on March 11, 2025 have relaxed the rights issue procedure and
made the process simpler and faster. In order to take advantage of the new
process, the Board had in supersession of the earlier resolution, without any
change in the object or amount to be raised, passed a fresh resolution
authorizing the company to raise capital by way of a rights issue.

Accordingly, Board of Directors of the Company at its meeting held on April 17,
2025, in supersession of the earlier resolution passed on December 09, 2024
inter alia approved issuance of equity shares having a face value of Rs.10/-
each by way of a rights issue for an amount not exceeding Rs. 900.00 Lakhs
(“Rights Issue”) in accordance with the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended (“SEBI ICDR Regulations”), the Companies Act, 2013 and other
applicable laws.

In terms of Regulation 28(1) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements), Regulations, 2015 (“SEBI
Listing Regulations”), the Board has applied to BSE Ltd for “In-principal
approval” prior to issue and allotment of equity shares on rights basis.

5. DIVIDEND

To conserve the funds for future business growth, your Directors have not
recommended any dividend on equity shares in respect of the financial year
2024-25.

6. PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence
there are neither unpaid / unclaimed deposits nor any default in repayment
thereof.

7. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

During the year under review, your Company has no Subsidiary or Joint
Venture Companies. However, the Company is an Associate Company of
Jainex Foods Private Limited.

8. BOARD MEETINGS

During the year under review, 6 (Six) Board Meetings were held on 30th May,
2024; 14th August, 2024; 28th August, 2024; 25th November, 2024, 09th
December, 2024 and 14th February, 2025.

9. COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all recommendations made by the Audit
Committee/Nomination & Remuneration Committee were accepted by the
Board. There were no instances where the Board has not accepted any
recommendation of the Audit Committee.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the
Company have occurred between the end of the Financial year of the
Company to which the Financial Statement relate and the date of this report.

11. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of
Companies (Management and Administration) Rules, 2014, a copy of Annual
Return of the Company in Form MGT-7 for the financial year ended March 31,
2025 is hosted on the Company''s website viz. https://www.jainexaamcol.com.

12. LOAN FROM BODY CORPORATE

Particulars of loan from Body Corporate are provided in Note No. 13 and Note
No. 16 of the financial statements.

13. LOAN FROM DIRECTORS

Particulars of loan from Directors of the Company are provided in Note No. 13
of the financial statements.

14. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE,
GURANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION
186 OF THE COMPANIES ACT, 2013

During the Financial Year under review, the Company has not provided any
loans and not made any investment, neither given any guarantee nor provided
any security.

15. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION, EXPENDITURE ON RESEARCH AND DEVELOPMENT
& FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities in which the Company operates, energy
consumption is in accordance to the normal business practices and does not
require any specific installations. In its regular course of business, the
Company is always vigilant to conserve the resources and continuously
implements measures required to save energy.

The Company has adopted new technologies and corrective measures to
cope up with the current market situations. In the course of its operations,
processes are formed and implemented to achieve operational efficiencies
which provide maintaining product quality and cost control.

The Company had Foreign Exchange earnings/outgo during the year under
review.

The Foreign Exchange earned in terms of actual inflows during the financial
year 2024-25 is Rs. 583.09 Lakhs.

The Foreign Exchange outgo in terms of actual outflows during the financial
year 2024-25 is Rs. 219.04 Lakhs.

The details of Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo pursuant to provisions of Section 134 of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,
2014 are attached as “Annexure A” which forms part of this report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Pursuant to the provisions of Section 152 of the Companies Act, 2013 read
with the relevant rules made thereunder, one-third of the Directors are
liable to retire by rotation every year and if eligible, offer themselves for re¬
appointment at the AGM. Mr. Kunal Bafna, Whole-time Director, being
longest in the office, is liable to retire by rotation at the ensuing Annual
General Meeting of the Company and he being eligible has offered himself
for re-appointment. The Board of Directors recommends his re¬
appointment and the matter is being placed for seeking approval of
members at the ensuing Annual General Meeting of the Company.

2. During the year under review, Ms. Bharati Bafna (DIN: 01089137), who
was eligible to retire by rotation, was re-appointed as a director at the 76th
Annual General Meeting held on September 30, 2024.

3. The Company has received individual declaration from all the Independent
Director(s) of the Company under section 149(7) of the Companies Act,
2013 in respect of meeting the criteria of independence provided under
section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

4. The Board places on record its sincere appreciation for the valuable
guidance, strategic insights, and contributions made by Mr. Rahul Dugar
during his tenure as Director of the Company. His efforts have been
instrumental in supporting the Company''s initiatives and governance. The
Board also extends its best wishes to him in all his future endeavours,
following his resignation from the Directorship with effect from 31st March,
2025.

5. The Board places on record its sincere appreciation for the invaluable
guidance, dedicated leadership, and significant contributions of Mr. M. Z.
Kothari during his tenure as Managing Director of the Company. His vision
and commitment have been instrumental in driving the Company''s growth
and success. The Board extends its best wishes to him in his future
endeavours, following his retirement from the post with effect from 31st
March, 2025.

6. Mr. Hitesh Mulraj Popat (DIN: 00407897) and Mr. Sunil Sampatraj Parakh
(DIN: 01111159) had completed their second term as Independent
Directors on March 31, 2025. Consequently, they ceased to be the
Independent Directors of the Company w.e.f. closing of business hours of
March 31, 2025. The Board places on record its appreciation for their
contributions during their tenure as Independent Director.

7. Mr. Daljeet Singh Saluja (DIN: 02009609) was appointed as an Additional
Director and Non-Executive and Independent Director, on the Board of the
Company with effect from 01/04/2025 for the first term of 5 years.
Therefore, the Board of directors recommends his regularization as a
Director, Non-Executive and Independent Director at the ensuing Annual
General Meeting.

8. Mr. Prashant Chintaman Wadile (DIN 08010243) as an Additional Director
and Whole-time Director, on the Board of the Company with effect from
01/04/2025 for the first term of 3 years. Therefore, the Board of directors
recommends his regularization as a Director and Whole-time Director at
the ensuing Annual General Meeting.

9. The term of Mr. Kunal Bafna as whole-time Director will expire on 07th
October, 2025, therefore, the Board on the recommendation of the
Nomination and Remuneration Committee appointed Mr. Kunal Bafna,
(DIN: 00902536) as Whole-time Director of the Company for a period of
three years w.e.f. October 8, 2025 to October 7, 2028 at Board Meeting
held on 11/08/2025 on the terms & conditions and at a remuneration plus
benefits and perquisites as approved by the Nomination and
Remuneration Committee, subject to the approval of the members of the
Company at the ensuing Annual General Meeting.

10. Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors have re-appointed Mr. Sachindra Misra
(DIN: 08943363) as an Independent Non-Executive Director of the
Company for a second term of 5 (five) consecutive years commencing
from June 30, 2026, subject to the approval of the shareholders. His
current term is valid up to June 29, 2026.

11. Based on the recommendation of the Nomination and Remuneration
Committee, the Board of Directors have re-appointed Mr. Murli Dhar
Motwani (DIN: 09264470) as an Independent Non-Executive Director of
the Company for a second term of 5 (five) consecutive years commencing
from August 03, 2026, subject to the approval of the shareholders. His
current term is valid up to August 02, 2026.

None of the Directors are disqualified for appointment under Section 164 of the

Companies Act, 2013.

17. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013,

Directors of your Company hereby state and confirm that: -

a) in the preparation of the annual accounts for the financial year ended
March 31,2025, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any;

b) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of your
Company as at March 31,2025 and of the profit and loss of the Company
for that period;

c) that they 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;

d) that they have prepared the annual accounts for the financial year ended
March 31,2025 on a going concern basis;

e) that they have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively; and

f) that they have devised proper systems to ensure compliance with the
provisions of all applicable laws and these are adequate and are operating
effectively.

18. EXPANSION OF BUSINESS

The Company through its Board of Directors and management is on the verge
of completion of its Expansion Project. The Project on Completion will lead to

1) increase in the installed Capacity of existing products,

2) production of New Products like Shaper Cutters, Mastergears and Skiving
Cutters,

3) will result in better quality of Big Module Hobs and Worm Wheel Hobs

4) increased efficiency of Production.

The Company has availed Working Capital and Term Loan facility amounting
to Rs. 160.00 million from ICICI Bank Limited (“Bank”) on the terms and
conditions as set out in the indicative Credit Arrangement Letter (“CAL”) No.
CAL435278023243 dated August 27, 2024 issued by ICICI Bank and any
amendments, renewals or modification made thereto by ICICI Bank from time
to time. The Promoters and Directors have extended unsecured loans to the
Company for this project and the same is expected to be converted into Equity,
at a premium, in the company''s right issue.

All the Machines for this Project have already arrived and some of them have
been put to use. The building for the project is expected to be ready by August
end and trial Productions are expected to commence in September 2025.

19. AUDITORS

M/s. R K Jagetiya & Co., Chartered Accountant (Firm Registration No.
146264W) as the Statutory Auditors of the Company, was appointed for a term
of 5 years from F.Y 2023-24 to 2027-28 by the members at the 75th AGM of the
Company held on September 30, 2023.

20. AUDITOR''S REPORT

The Auditors'' Report for the financial year 2024-25 does not contain any
adverse remarks, qualifications or reservation or disclaimer, which required
explanation / comments by the Board. The notes on financial statements
referred to in the Auditors Report are self-explanatory.

21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company had appointed M/s. Ramesh Chandra Bagdi & Associates,
Practicing Company Secretary, bearing Membership No. 8276 and Certificate
of Practice No. 2871 to conduct Secretarial Audit of the Company for the
financial year 2024-25 in terms of provisions of Section 204 of the Companies
Act, 2013. The Secretarial Audit Report is annexed to this Report as
“Annexure B” (Form MR-3)”.

In terms of Regulation 24A of LODR Regulations read with SEBI notification
dated December 12, 2024, and other applicable provisions, the Company can
appoint a peer reviewed firm as secretarial auditors for not more than two (2)
terms of five (5) consecutive years. On the basis of recommendations of the
Audit Committee, the Board of Directors, at its meeting held on August 11,
2025, approved the appointment of M/s. Prabhatratna Pandey & Co,
Company Secretaries (Membership No.: A73483) as secretarial auditors of
the Company to hold office for a term of five consecutive years commencing
from Financial Year 2025-26 till Financial Year 2029-30. The appointment is
subject to approval of the shareholders of the Company.

M/s. Prabhatratna Pandey & Co, Company Secretaries has given their
consent to act as Secretarial Auditors of the company and confirmed that their
aforesaid appointment (if approved) would be within the limits specified by
Institute of Company Secretaries of India. Furthermore, in terms of the
amended regulations, M/s. Prabhatratna Pandey & Co, has provided a
confirmation that they have subjected themselves to the peer review process
of the Institute of Company Secretaries of India and hold a valid peer review
certificate.

22. DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL)
and Central Depository Services (India) Ltd. (CDSL) to enable the members to
trade and hold shares in an electronic/dematerialized form. The shareholders
are advised to take benefits of dematerialization.

23. LISTING OF SHARES

The Company''s equity shares continue to be listed on The Bombay Stock
Exchange Ltd (BSE).

24. UNCLAIMED AND UNPAID DIVIDENDS

The Company did not have any funds lying unpaid or unclaimed for a period of
seven years. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund (IEPF).

25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
UNDER SECTION 188 OF THE COMPANIES ACT, 2013

During the financial year 2024-25 under review, all contracts / arrangements /

transactions entered by the Company entered by the Company were in
ordinary course of business and at arm''s length basis. The Company had not
entered into material related party transactions which could have had a
potential conflict with the interests of the Company and hence, enclosing of
Form AOC-2 is not required. Particulars of Related Party Transactions of the
Company are provided in Note No. 30 of the financial statements.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Management''s Discussion and Analysis Report for the year under review, as
stipulated under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") is presented in a separate section forming part of the Annual
Report.

27. NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies
Act, 2013, the Company has formulated the Nomination and Remuneration
Policy inter-alia providing the terms for appointment and payment of
remuneration to Directors and Key Managerial Personnel is annexed to this
Report as “Annexure C”.

28. COMMITTEES OF BOARD

Following are the committees which are constituted by the Company:

A. AUDIT COMMITTEE

Following the expiry of the second term of Mr. Sunil Sampatraj Parakh and Mr.
Hitesh Mulraj Popat as an Independent Directors on March 31, 2025, and
consequent to the appointment of Mr. Daljeet Saluja as an Independent
Director effective April 1,2025, the Board reconstituted the Audit Committee on
April 17, 2025, comprising of the following members:

Name	Designation	Category
Mr. Sachindra Misra	Chairman	Independent /Non Executive Director
Mr. Daljeet Saluja	Member	Independent /Non Executive Director
Mr. Murlidhar Motwani	Member	Independent /Non Executive Director

B. NOMINATION AND REMUNERATION COMMITTEE

Following the expiry of the second term of Mr. Sunil Sampatraj Parakh and Mr.
Hitesh Mulraj Popat as an Independent Directors on March 31, 2025, and
consequent to the appointment of Mr. Daljeet Saluja as an Independent
Director effective April 1, 2025, the Board reconstituted the Nomination and
Remuneration Committee on April 17, 2025, comprising of the following
members:

Name	Designation	Category
Mr. Sachindra Misra	Chairman	Independent /Non Executive Director
Mr. Daljeet Saluja	Member	Independent /Non Executive Director
Mr. Murlidhar Motwani	Member	Independent /Non Executive Director

In terms of requirements prescribed under Section 178(3) of the Companies
Act, 2013, the Company has formulated the Nomination and Remuneration
Policy inter-alia providing the terms for appointment and payment of
remuneration to Directors and Key Managerial Personnel and the same has
been uploaded on company''s website. Nomination & Remuneration Policy is
annexed to this report in “ANNEXURE C”.

C. ANTI-SEXUAL HARASSMENT COMMITTEE AND RELATED
DISCLOSURE.

The Board of Directors having an Anti-Sexual Harassment Committee
comprising of following members.

Name	Designation	Category
Mrs. Bharati Bafna	Chairman	Executive Director
Ms. S. L. Chavan	Member	Employee
Ms. D. S. Dhabewar	Member	Employee

The Company has adopted a policy for prevention of sexual harassment at the
workplace, in line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”).
An Internal Complaints Committee (“ICC”) has been duly constituted as per
the provisions of the POSH Act to redress complaints regarding sexual
harassment at the workplace.

During the financial year under review, the Company has complied with all the
provisions of the POSH Act and the rules framed thereunder. Further details
are as follow:

a. Number of complaints of Sexual Harassment received in the Year: NIL

b. Number of Complaints disposed off during the year: NIL

c. Number of cases pending for more than ninety days: NIL

29. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the
Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible
women employees during the year.

30. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met
on Friday, February 14, 2025, inter-alia, to discuss:

I. Evaluation of performance of Non-Independent Directors and the Board of
Directors of the Company as a whole.

II. Evaluation of performance of the Chairman of the Company, taking into
view of Executive and Non-Executive Directors.

III. Evaluation of the quality, content and timelines of flow of information
between the Management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

31. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating
actions on a continuing basis. Your Company''s internal control systems are
commensurate with the nature of its business and the size and complexity of its
operations. These are routinely tested by Statutory as well as Internal Auditors.
Significant audit observations and follow up actions thereon are reported to the
Audit Committee.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The provisions of this policy are in line with the provisions of the Section 177(9)
of the Act. The Company has put in place a system through which the Directors
and Employees may report concerns about unethical behavior, actual or
suspected fraud or violation of the Company''s Code of Conduct & Ethics
without fear of reprisal. The Employees and Directors may report to the
Compliance Officer and have direct access to the Chairman of the Audit
Committee.

The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the Company to
report genuine concerns.

33. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference
to financial statements. During the year under review, such controls were
tested and no reportable material weaknesses were observed.

34. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

During financial year under review, the Company has not transferred any
amount to Investor Education and Protection Fund (IEPF).

35. COST AUDITORS

The appointment of Cost Auditor is not applicable to the Company as per
Companies Act, 2013.

36. MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDER
SECTION 148(1) OF THE COMPANIES ACT, 2013

Central Government has not prescribed the maintenance of cost records
under section 148(1) of the Companies Act, 2013 for any of the products /
services dealt by the Company. Accordingly, maintenance of such accounts
and records is not applicable to the Company.

37. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as
required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided under “Annexure D”, which is annexed to this Report.

None of the employees of the Company were in receipt of monthly or yearly
remuneration in excess of the limits specified under the Companies Act, 2013
and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

38. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

M/s. Sonal Kothari & Associates, Practicing Company Secretary, has issued a
certificate as required under the Listing Regulations, confirming that none of
the Directors on the Board of the Company has been debarred or disqualified
from being appointed or continuing as Director of the Companies by Securities
and Exchange Board of India, Ministry of Corporate Affairs or any such
statutory authority. The certificate is enclosed with section as “Annexure E”.

39. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with
provisions of the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India on Board and General Meetings and such
systems are adequate and operating effectively.

40. ACCOUNTING STANDARDS

In accordance with the notification issued by the Ministry of Corporate Affairs,
the Company has adopted Ind AS notified under the Companies (Indian
Accounting Standards) Rules, 2015. The Financial Statements have been
prepared in accordance with Ind AS as notified under the Companies (Indian
Accounting Standards) Rules, 2015 read with Section 133 of the Act. The
transition was carried out from IGAAP as prescribed under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, to IND
AS.

41. CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

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

There are no significant/ material orders passed by the regulators or courts or
tribunals impacting the going concern status of the Company and its
operations in future.

43. CORPORATE GOVERNANCE

The Company is not required to comply with the provisions of Regulation 17 to
Regulation 27 and clause (b) to clause (i) of sub regulation (2) of Regulation 46
and Para C, D and E of Schedule V as mentioned in Regulations 15 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
which came into force with effect from 01st December, 2015 as the Paid-up
Share Capital of the Company is less than Rs.10,00,00,000 (Rupees Ten
Crores Only) and the Net Worth of the Company is also less than Rs.
25,00,00,000 (Rupees Twenty Five Crores Only) based on the Annual Audited
Financial Results of the Company for the quarter and year ended March 31,
2025.

44. CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year under review, the provisions of section 135 of the
Companies Act, 2013 pertaining to Corporate Social Responsibility are not
applicable to the company.

45. PERFORMANCE EVALUATION

The Company has devised a policy for evaluation of Performance of the Board
of Directors, its committees and individual Directors (“Policy”). The evaluation
involves assessment of performance individually of each of the Board
Members and of the entire Board of Directors and its Committees.

The performance evaluation criteria of the entire Board of Directors inter alia
comprised of the following key areas:

i. the role of a Board Members is clearly defined and understood;

ii. the Board has ensured that the organization''s accomplishments and
challenges are communicated to Members and Stakeholders;

iii. the spread of talent within the Board reflects the Company''s needs;

iv. all Board Members bring valuable skill and experience to the Company;

v. the composition of the Board is sufficient to carry out the work required of
it;

vi. the matters relating to the Company are discussed in a structured manner;

vii. the Board knows and understands the Company''s mission, vision and
strategy; the Board''s Meeting agenda clearly reflects strategic plan or
priorities;

viii. the Board papers contain the correct amount and type of information;

ix. all Board Members participate in important Board discussions

x. the Board knows and keeps abreast of trends and issues affecting the
market in which the Company competes

xi. the Board understands the business it is governing;

xii. the Board Members actively engage in networking for the benefit of the
Company;

xiii. the Board Members have sufficient financial skills to ensure that the Board
can discharge its governance responsibilities;

xiv. the Company have relevant internal reporting and compliance systems;

xv. the Board Members are aware of their risk assessment duties as
Directors;

xvi. there is a clear understanding of the Company''s business risk;

xvii. the Board encourages Directors to pursue opportunities for personal
development;

xviii. the Board have a succession plan in place for the Directors, KMP and
Senior Management Personnel;

xix. responsibilities have been effectively delegated amongst the Executive
Directors, KMP and Senior Management Personnel;

xx. There is good communication between the Board and KMP.

The evaluation framework for assessing the performance of Committee(s) of

Board of Directors inter-alia comprised of the following key areas:

i. the Committees have been constituted in compliance with the
requirement of Listing Regulations and the Companies Act, 2013 read
with the Rules there under;

ii. the role/terms of reference of the Committee Members is clearly defined
and understood;

iii. the composition of the Committee is sufficient to carry out the work
required of it;

iv. the Committee knows and understands the Company''s mission, vision
and strategy;

v. the Committee''s Meetings are properly conducted and agenda papers
contain the correct amount and type of information;

vi. all Committee Members participate in discussion making;

vii. the Committee Members have sufficient skills to ensure efficient
discharge of responsibilities;

viii. There is good communication between the Committees and the
Board.

ix. the Committee has relevant internal reporting and compliance systems;

The performance evaluation process of individual Directors inter alia

comprised of the following key areas:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising their duties;

iii. exercise their responsibilities in a bona fide manner in the interest of the
Company;

iv. devote sufficient time and attention to their professional obligations for
informed and balanced decision making;

v. assist the Company in implementing the best corporate governance
practices;

vi. strive to attend all Meetings of the Board of Directors and of the Board
committees of which they are members;

vii. moderate and arbitrate in the interest of the Company as a whole, in
situations of conflict between Management and Shareholder''s interest;

viii. satisfy themselves on the integrity of financial information and that
financial controls and the systems of risk Management are robust and
defensible;

ix. strive to safeguard the interests of all stakeholders, particularly the
minority shareholders;

x. balance the conflicting interest of the stakeholders;

xi. seek appropriate clarification or amplification of information and, where
necessary, take and follow appropriate professional advice and opinion of
outside experts;

xii. keep themselves well informed about the Company and the external
environment in which it operates;

xiii. participate constructively and actively in the committees of the Board in
which they are chairpersons or members;

xiv. strive to attend the general Meetings of the Company;

xv. acting within their authority, assist in protecting the legitimate interests of
the Company, shareholders and its employees;

xvi. pay sufficient attention and ensure that adequate deliberations are held
before approving related party transactions and assure themselves that
the same are in the interest of the Company;

xvii. ascertain and ensure that the Company has an adequate and functional
vigil mechanism and ensure that the interests of a person who uses such
mechanism are not prejudicially affected on account of such use;

xviii. report concerns about unethical behavior, actual or suspected fraud or
violation of the Company''s code of conduct or ethics policy, if any;

xix. maintain confidentiality of information such as commercial secrets,
technologies, advertising and sales promotion plans, unpublished price
sensitive information, unless such disclosure is expressly approved by the
Board or required by law;

xx. abide by Company''s Memorandum and Articles of Association,
Company''s policies and procedures including code of conduct, insider
trading guidelines etc;

xxi. they express concerns about the running of the Company or a proposed
action and ensure that these are addressed by the Board and, to the
extent that they are not resolved, insist that the concerns are recorded in
the Minutes of the Board Meeting;

xxii. develop a good working relationship with other Board members and
contribute to the Board''s working relationship with the senior
Management of the Company;

xxiii. fairly contribute towards proper functioning of Board or Committees of the
Board.

The evaluation framework for assessing the performance of Independent

Directors inter-alia comprised of the following key areas:

i. satisfy the criteria for independence as prescribed under Section 149 of
the Companies Act, 2013 and the Listing Regulations;

ii. help in bringing an independent judgment to bear on the Board''s
deliberations especially on issues of strategy, performance, risk
Management, resources, key appointments and standards of conduct;

iii. bring an objective view in the evaluation of the performance of Board and
Management;

iv. actively scrutinize the performance of Management in Meeting agreed

goals and objectives and monitor the reporting of performance;

v. undertake appropriate induction and regularly update and refresh their
skills, knowledge and familiarity with the Company;

vi. contribute to determine appointment and remuneration of executive
Directors, Key Managerial Personnel (KMP) and senior Management;

vii. exercise objective independent judgment in the paramount interest of the
Company as a whole, while concurring in or dissenting from the collective
judgment of the Board in its decision making.

In terms of the Policy, a process of evaluation was undertaken by the Board for
its own performance and that of its Committees and individual Directors. The
evaluation process focused on various aspects of the functioning of the Board
and Committees. Separate exercise was carried out to evaluate the
performance of individual Directors on specified parameters.

The outcome of evaluation process was shared with the Board, Chairman of
respective Committees and individual Directors. Based on the outcome of the
evaluation, the Board and Committees have agreed on an action plan for the
identified areas.

46. INDEPENDENT DIRECTORS

In accordance with Section 149 (7) of the Companies Act, 2013, and
Regulation 16(1)(b) of the Listing Regulations, as amended, each
Independent Director of the Company has provided a written declaration
confirming that he/she meets the criteria of independence as stipulated under
Section 149(6) of the Companies Act, 2013.

In the opinion of the Board, Independent Directors fulfill the conditions
specified in Companies Act, 2013 read with the Schedules and Rules issued
thereunder as well as Listing Regulations and are independent from
Management.

47. GENERAL

The Board of Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items
during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or
otherwise.

2. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.

3. The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of

employees.

4. No fraud has been reported by the Auditors to the Audit Committee or the
Board.

5. During the year, there was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016)
and any one-time settlement with any Bank or Financial Institution during
the year under review.

48. ACKNOWLEDGEMENTS

Your directors would like to thank and place on record their appreciation for the
support and co-operation provided to your Company by its Shareholders, their
employees, regulatory authorities and its bankers. Your directors would also
like to place on record their appreciation for the efforts put in by employees of
the Company during the year.

For and on behalf of the Board of Directors
For Jainex Aamcol Limited

Place : Aurangabad Kunal Bafna Prashant Chintaman Wadile

Date : 11/08/2025 Whole-time Director Whole-time Director

DIN : 00902536 DIN : 08010243

---

Mar 31, 2024

Your directors have pleasure in presenting the 76th Annual Report on the affairs of the Company together with the Audited Statement of Accounts of Jainex Aamcol Limited (the “Company”), for the financial year ended 31 st March, 2024. Asummary of the financial results is given below: -

1. FINANCIAL PERFORMANCE

The financial performance of the company for the Financial Year 2023-24 in comparison to the previous financial year 2022-23 are summarized below:

(Amount in Lakhs)

PARTICULARS	2023-24	2022-23
Turnover	2094.40	2023.97
Other Income	3.61	10.68
Total Revenue	2098.01	2034.65
Earnings before interest, tax, depreciation, exceptional items and amortization (EBITDA)	181.69	312.40
Interest	(44.04)	(43.24)
Depreciation	(65.31)	(93.21)
Profit/(Loss) before Extra-ordinary items & Taxes	72.34	175.95
Exceptional items	0	0
Extraordinary items	0	0
Profit/(Loss) before Taxes	72.34	175.95
Current Tax	28.71	61.96
Earlier Year	0	0
Deferred Tax	(6.13)	(11.44)
MAT Credit Carried Forward	0	0
Profit/(Loss) after tax	49.76	125.43

2. STATE OF COMPANY’S AFFAIRS

During the year under review, there was increase in the turnover of the Company as compared with the previous year i.e. from Rs. 2094.40 Lakhs to Rs. 2023.96 Lakhs.

The Company has reported Net Profit of Rs. 49.76 Lakhs against Net profit of Rs. 125.43 Lakhs in the previous year.

3. TRANSFER TO RESERVES

The Company has earned profits during the financial year 2023-24, but the Board of Directors of your Company, have decided not to transfer any amount to the Reserves for the year under review.

4. SHARE CAPITAL

The Paid up Share capital as on March 31,2024 was Rs. 1,49,63,380/-. During the year under review, the Company has not issued any shares with differential rights as to dividend, voting or otherwise or convertible debentures.

During the year under review, the Company had received request letter dated 08th August, 2023 from Mrs. Ketaki Mazumdar for reclassifying her shares, along with shares belonging to her late husband, Mr. Ronojoy Mazumdar, and late brother-in-law, Mr. Sujoy Mazumdar from ''Promoter Group'' to ''Public Category'' under regulation 31A of the (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015") Following are the details of their shareholding:-

Name of the Promoter Group	No. of shares held	Percentage of the total equity capital of the Company (%)
Mrs. Ketaki Mazumdar	75,811	5.07
Late Mr. Ronojoy Mazumdar	34,320	2.29
Late Mr. Sujoy Mazumdar	15,575	1.04
Total	1,25,706	8.40

In view of the provisions of Regulation 31A of the Listing Regulations and on satisfaction of the conditions specified in Regulation 31A (3)(b) of Listing Regulations and compliance of Regulation 31A (4) of Listing Regulations, the said requests for reclassification were considered, and approved by the Board of Directors and Members of the Company at their meetings held on 12th August, 2023 and 30th September, 2023, respectively. The Company had received an approval from Stock Exchanges’for such reclassification of shares on August 9,2024.

5. DIVIDEND

To conserve the funds for future business growth, your Directors have not recommended any dividend on equity shares in respect of the financial year 2023-24.

6. PUBLIC DEPOSITS

Your Company has not been accepting any deposits from the public and hence there are neither unpaid / unclaimed deposits nor any default in repayment thereof.

7. SUBSIDIARY COMPANIES. JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, your Company has no Subsidiary or Joint Venture Companies. However, the Company is an Associate Company of Jainex Foods Private Limited.

8. BOARD MEETINGS

During the year under review, 5 (Five) Board Meetings were held on 30th May, 2023; 02nd August, 2023; 12th August, 2023; 08th November, 2023 and 13th February, 2024.

9. COMMITTEES OF THE BOARD OF DIRECTORS

During the year under review, all recommendations made by the Audit Committee/Nomination & Remuneration Committee were accepted by the Board. There were no instances where the Board has not accepted any recommendation of the Audit Committee.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

11. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2024 is hosted on the Company’s website viz. https://www.jainexaamcol.com.

12. LOAN FROM BODY CORPORATE

Particulars of loan from Body Corporate are provided in Note No. 13 and Note No. 16 of the financial statements.

13. LOAN FROM DIRECTORS

Particulars of loan from Directors of the Company are provided in Note No. 13 of the financial statements.

14. PARTICULARS OF LOAN GIVEN. INVESTMENTS MADE. GURANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT. 2013

During the Financial Year under review, the Company has not provided any loans and not made any investment, neither given any guarantee nor provided any security.

15. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. EXPENDITURE ON RESEARCH AND DEVELOPMENT & FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.

The Company has adopted new technologies and corrective measures to cope up with the current market situations. In the course of its operations, processes are formed and implemented to achieve operational efficiencies which provide maintaining product quality and cost control.

The Company had Foreign Exchange earnings/outgo during the year under review.

The Foreign Exchange earned in terms of actual inflows during the financial year 2023-24 is Rs. 334.78 Lakhs.

The Foreign Exchange outgo in terms of actual outflows during the financial year 2023-24 is Rs. 73.98 Lakhs.

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as “Annexure A” which forms part of this report.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM. Ms. Bharati, Director, being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and she being eligible has offered herself for re-appointment. The Board of Directors recommends her re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

2. During the year under review, Mr. Rahul Dugar, who was eligible to retire by rotation, was re-appointed as a director at the 75th Annual General Meeting held on September 30,2023.

3. The Company has received individual declaration from all the Independent Director(s)ofthe Company under section 149(7) of the Companies Act, 2013 in respect of meeting the criteria of independence provided under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors are disqualified for appointment under Section 164 of the Companies Act, 2013.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: -

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2024 and of the profit and loss of the Company for that period;

c) that they 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;

d) that they have prepared the annual accounts for the financial year ended March 31,2024 on a going concern basis;

e) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

18. EXPANSION OF BUSINESS

The Company through its Board of Directors and management is taking extra efforts to reach at higher level by setting a benchmark. The Company also wishes to explore its business in future by keeping in view the dynamism of global market.

19. AUDITORS

M/s. R K Jagetiya & Co., Chartered Accountant (Firm Registration No. 146264W) as the Statutory Auditors of the Company, was appointed for a term of 5 years from F.Y. 2023-24 to 2027-28 by the members at the 75th AGM of the Company held on September 30,2023.

20. AUDITOR’S REPORT

The Auditors’ Report for the financial year 2023-24 does not contain any adverse remarks, qualifications or reservation or disclaimer, which required explanation / comments by the Board. The notes on financial statements referred to in the Auditors Report are self-explanatory.

21. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Company has appointed M/s. Ramesh Chandra Bagdi & Associates, Practicing Company Secretary, bearing Membership No. 8276 and Certificate of Practice No. 2871 to conduct Secretarial Audit of the Company for the financial year 2023-24 in terms of provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is annexed to this Report as “Annexure B” (Form MR-3).

22. DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

23. LISTING OF SHARES

The Company’s equity shares continue to be listed on The Bombay Stock Exchange Ltd (BSE).

24. UNCLAIMED AND UNPAID DIVIDENDS

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT. 2013

During the financial year 2023-24 under review, all contracts / arrangements / transactions entered by the Company entered by the Company were in ordinary course of business and at arm’s length basis. The Company had not entered into material related party transactions which could have had a potential conflict with the interests of the Company and hence, enclosing of Form AOC-2 is not required. Particulars of Related Party Transactions of the Company are provided in Note No. 30 of the financial statements.

26. MANAGEMENT DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section forming part of the Annual Report.

27. NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Company has formulated the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this Report as “Annexure C”.

28. COMMITTEES OF BOARD

Following are the committees which are constituted by the Company:

A. AUDIT COMMITTEE

Due to unwillingness of Mr. Sunil Sampatraj Parakh to continue as an Audit Committee chairman, the Board has reconstituted Audit Committee comprising of the following Members on 13/02/2024:

NAME	DESIGNATION	CATEGORY
Mr. Sachindra Misra	Chairman	Independent/Non-Executive Director
Mr. Sunil Sampatraj Parakh	Member	Independent/Non-Executive Director
Mr. Hitesh Mulraj Popat	Member	Independent/Non-Executive Director

B. NOMINATION AND REMUNERATION COMMITTEE

The company has constituted Nomination and Remuneration Committee comprisinq of the following Members:

NAME	DESIGNATION	CATEGORY
Mr. Hitesh Mulraj Popat	Chairman	Independent/Non-Executive Director
Mr. Sunil Sampatraj Parakh	Member	Independent/Non-Executive Director
Mr. Sachindra Misra	Member	Independent/Non-Executive Director

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Company has formulated the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel and the same has been uploaded on company''s website. Nomination & Remuneration Policy is annexed to this report in “ANNEXURE C”.

C. ANTI-SEXUAL HARASSMENT COMMITTEE AND RELATED DISCLOSURE.

The Board of Directors having an Anti-Sexual Harassment Committee comDrisina of followina members.

NAME	DESIGNATION	CATEGORY
Mrs. Bharati Bafna	Chairperson	Executive Director
Ms. S L Chavan	Member	Employee
Ms. S M Ghadshe	Member	Employee

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace and has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) of the Company are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

Sr. No.	No. of Complaints received	No. of Complaints disposed off
Nil	Nil	Nil

29. INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors of the Company met on Tueday, February 13,2024, inter-alia, to discuss:

I. Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

II. Evaluation of performance of the Chairman of the Company, taking into view of Executive and Non-Executive Directors.

III. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

30. RISK MANAGEMENT POLICY AND INTERNALADEQUACY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Your Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The provisions of this policy are in line with the provisions of the Section 177(9) of the Act. The Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns.

32. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses were observed.

33. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND(IEPF)

During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund (I EPF).

34. COST AUDITORS

The appointment of Cost Auditor is not applicable to the Company as per Companies Act, 2013.

35. MAINTAINENCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148(1) OF THE COMPANIES ACT. 2013

Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the products / services dealt by the Company. Accordingly, maintenance of such accounts and records is not applicable to the Company.

36. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided under “Annexure D”, which is annexed to this Report. None of the employees of the Company were in receipt of monthly or yearly remuneration in excess of the limits specified under the Companies Act, 2013 and Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

37. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

M/s. Sonal Kothari & Associates, Practicing Company Secretary, has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Companies by Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with section as “Annexure E”.

38. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings and such systems are adequate and operating effectively.

39. ACCOUNTING STANDARDS

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. The Financial Statements have been prepared in accordance with Ind AS as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. The transition was carried out from IGAAP as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, to IND AS.

40. CHANGE IN THE NATURE OF BUSINESS. IF ANY

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

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

There are no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

42. CORPORATE GOVERNANCE

The Company is not required to comply with the provisions of Regulation 17 to Regulation 27 and clause (b) to clause (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V as mentioned in Regulations 15 oftheSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which came into force with effect from 01st December, 2015 as the Paid-up Share Capital of the Company is less than Rs. 10,00,00,000 (Rupees Ten Crores Only) and the Net Worth of the Company is also less than Rs. 25,00,00,000 (Rupees Twenty Five Crores Only) based on the Annual Audited Financial Results of the Company for the quarter and year ended March 31,2024.

43. CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year under review, the provisions of section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility are not applicable to the company.

44. PERFORMANCE EVALUATION

The Company has devised a policy for evaluation of Performance of the Board of Directors, its Committees and individual Directors (“Policy”). The evaluation involves assessment of performance individually of each of the Board Members and of the entire Board of Directors and its Committees.

The performance evaluation criteria of the entire Board of Directors inter alia

comprised of the following key areas:

I. the role of a Board Members is clearly defined and understood;

ii. the Board has ensured that the organization’s accomplishments and challenges are communicated to Members and Stakeholders;

iii. the spread of talent within the Board reflect the Company’s needs;

iv. all Board Members bring valuable skill and experience to the Company;

v. the composition of the Board is sufficient to carry out the work required of it;

vi. the matters relating to the Company are discussed in a structured manner;

vii. the Board knows and understand the Company’s mission, vision and strategy; the Board’s Meeting agenda clearly reflects strategic plan or priorities;

viii. the Board papers contain the correct amount and type of information;

ix. all Board Members participate in important Board discussions;

x. the Board knows and keep abreast of trends and issues affecting the market in which the Company competes

xi. the Board understands the business it is governing;

xii. the Board Members actively engage in networking for the benefit of the Company;

xiii. the Board Members have sufficient financial skills to ensure that the Board can discharge its governance responsibilities;

xiv. the Company have relevant internal reporting and compliance systems;

xv. the Board Members are aware of their risk assessment duties as Directors;

xvi. there is a clear understanding of the Company’s business risk;

xvii. the Board encourages Directors to pursue opportunities for personal development;

xviii. the Board have a succession plan in place for the Directors, KMP and Senior Management Personnel;

xix. responsibilities have been effectively delegated amongst the Executive Directors, KMP and Senior Management Personnel;

xx. There is good communication between the Board and KMP.

The evaluation framework for assessing the performance of Committee(s) of

Board of Directors inter-alia comprised of the following key areas:

i. the Committees have been constituted in compliance with the requirement of Listing Regulations and the Companies Act, 2013 read with the Rules there under;

ii. the role/terms of reference of the Committee Members is clearly defined and understood;

iii. the composition of the Committee is sufficient to carry out the work required of it;

iv. the Committee knows and understands the Company’s mission, vision and strategy;

v. the Committee’s Meetings are properly conducted and agenda papers contain the correct amount and type of information;

vi. all Committee Members participate in discussion making;

vii. the Committee Members have sufficient skills to ensure efficient discharge of responsibilities;

viii. There is good communication between the Committees and the Board.

ix. the Committee has relevant internal reporting and compliance systems;

The performance evaluation process of individual Directors inter alia

comprised of the following key areas:

i. uphold ethical standards of integrity and probity;

ii. act objectively and constructively while exercising their duties;

iii. exercise their responsibilities in a bona fide manner in the interest of the Company;

iv. devote sufficient time and attention to their professional obligations for informed and balanced decision making;

v. assist the Company in implementing the best corporate governance practices;

vi. strive to attend all Meetings of the Board of Directors and of the Board committees of which they are members;

vii. moderate and arbitrate in the interest of the Company as a whole, in situations of conflict between Management and Shareholder’s interest;

viii. satisfy themselves on the integrity of financial information and that financial controls and the systems of risk Management are robust and defensible;

ix. strive to safeguard the interests of all stakeholders, particularly the minority shareholders;

x. balance the conflicting interest of the stakeholders;

xi. seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts;

xii. keep themselves well informed about the Company and the external environment in which it operates;

xiii. participate constructively and actively in the committees of the Board in which they are chairpersons or members;

xiv. strive to attend the general Meetings of the Company;

xv. acting within their authority, assist in protecting the legitimate interests of the Company, shareholders and its employees;

xvi. pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company;

xvii. ascertain and ensure that the Company has an adequate and functional vigil mechanism and ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;

xviii. report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conductor ethics policy, if any;

xix. maintain confidentiality of information such as commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the

Board or required by law;

xx. abide by Company’s Memorandum and Articles of Association, Company’s policies and procedures including code of conduct, insider trading guidelines etc;

xxi. they express concerns about the running of the Company or a proposed action and ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that the concerns are recorded in the Minutes of the Board Meeting;

xxii. develop a good working relationship with other Board members and contribute to the Board''s working relationship with the senior Management of the Company;

xxiii. fairly contribute towards proper functioning of Board or Committees of the Board.

The evaluation framework for assessing the performance of Independent Directors inter-alia comprised of the following key areas:

i. satisfy the criteria for independence as prescribed under Section 149 of the Companies Act, 2013 and the Listing Regulations;

ii. help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk Management, resources, key appointments and standards of conduct;

iii. bring an objective view in the evaluation of the performance of Board and Management;

iv. actively scrutinize the performance of Management in Meeting agreed goals and objectives and monitor the reporting of performance;

v. undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company;

vi. contribute to determine appointment and remuneration of executive Directors, Key Managerial Personnel (KMP) and senior Management;

vii. exercise objective independent judgment in the paramount interest of the Company as a whole, while concurring in or dissenting from the collective judgment of the Board in its decision making.

In terms of the Policy, a process of evaluation was undertaken by the Board for its own performance and that of its Committees and individual Directors. The evaluation process focused on various aspects of the functioning of the Board and Committees. Separate exercise was carried out to evaluate the performance of individual Directors on specified parameters.

The outcome of evaluation process was shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the evaluation, the Board and Committees have agreed on an action plan for the identified areas.

45. INDEPENDENT DIRECTORS

In accordance with Section 149 (7) of the Companies Act, 2013, and Regulation 16(1 )(b) of the Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013.

In the opinion of the Board, Independent Directors fulfill the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management.

46. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

5. During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016(31 of2016)and anyonetime settlement with any Bank or Financial Institution during the year under review.

47. ACKNOWLEDGEMENTS

Your directors would like to thank and place on record their appreciation for the support and co-operation provided to your Company by its Shareholders, their employees, regulatory authorities and its bankers. Your directors would also like to place on record their appreciation for the efforts put in by employees of the Company during the year.

For and on behalf of the Board of Directors For Jainex Aamcol Limited

Place: Aurangabad Kunal Bafna Mohanlal Zumbarlal Kothari

Date: 14/08/2024 Whole-time Director Managing Director

DIN: 00902536 DIN: 01486305

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Mar 31, 2014

TO THE SHAREHOLDERS

The Directors present their Annual Report together with Audited Accounts of the company fortheyear ended 31st March, 2014

FINANCE AND ACCOUNTS

2014 2013 Rs in lacs Rs in lacs

a) Revenue from operations 1232.08 1249.63

b) Other Income 0.34 8.19

1232.41 1257.82

Operating Profit (loss) before Extraordinary items and Tax 66.00 130.67

Less: Depreciation amortiztion 138.65 151.61

Less: Extraordinary items (67.48) 0

Less: Provision for Income Tax (net) 0 0

Add/Less: Deferred Tax (credit) (1.10) (7.86)

Profit for the year after tax (4.07) (13.08)

Add: Profit b/f from previous year (2.09) 10.99

Balance carried to Balance Sheet (6.16) (2.09)

Your Directors have to inform that the due to continuing slow down in automotive industry, the turnover of the company was marginally reduced over the previous year from Rs. 1249.63 lacs to Rs. 1232.08 lacs. However exports have increased by 58% to Rs 314.76 lacs. The EBITDA for the year under review taking into consideration of extra ordinary items of prior period receipts/increase in salaries, etc.; is Rs.266.43 lacs as against Rs. 269.36 lacs in previous year. The Company is trying to offset the adverse impact of the demand recession in India by increasing the exports.

In view of slowdown in Automotive Industry which consists of 70% of company''s turnover and looking to the current trend in the sector, the company has made an application to its bankers, Bank of India, for re- schedulement of future installments of term loans due to negative working results and inadequate cash flows to meet and honour the current and future burden of installments which are higher from current year and the past years. The proposal is under consideration by the Bank.

AUDITORS

Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai, FRN 110271W the retiring auditors are eligible for re-appointment. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141{3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

The Company has appointed M. R. Pandit & Co., Cost auditors for conducting the audit of cost records of the Company for the financial year 2013-14:

DIRECTORS

Shri Kunal S. Bafna was appointed as Whole time Director w.e.f. 10th October, 2013, subject to approval of shareholders. The necessary resolutions for your approval to the appointment of Shri Kunal S. Bafna as Whole time Director of the company have been included in the notice to the ensuing Annual General meeting. The Directors commend his appointment

Shri R. Mazumdar, Managing Director of the company ceases to be Managing Director w.e.f. 01.04.2014 due to his incapacity and continuing major illness from 17.02.2014 and therefore he is deemed to have vacated the office of Managing Director. The Board appreciates for his long association and tenure with the company of over four decades during which he has worked tirelessly for the company, improved its performance over the years and has successfully implemented various modernization/expansion plans of the company. The Board wishes him all the best in speedy recovery of his health.

Shri Mohan Z. Kothari, Jt.Managing Director has been appointed as Managing Director for the balance term of 2 years w.e.f. 1st April 2014 by the Board of Directors on the same terms and conditions as approved by the Board and shareholders in the last AGM save and except the cha nge in designation as Managing Director in view of

Shri R. Mazumdar ceasing to be Managing Director. The notice convening the Annual General Meeting includes the proposal/terms for his appointment and payment of remuneration as Managing Director. The Directors recommend his appointment.

EMPLOYEE RELATIONS

Your Directors would also like to place on record their appreciation for the services rendered by all categories of the company''s employees.

BANKER

Your Directors would like to place on record their appreciation for the pro-active support and assistance given by the banker, Bank of India and look forward to receive their continued support and assistance.

DIRECTORS'' RESPONSIBILITY STATEMENT

The company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the year under review. Pursuant to Section 217 (2AA) of the Companies Act, 1956, and in respect of the annual accounts for the year under review, the Directors hereby confirm that:

a) In preparation of annual accounts, the applicable accounting standards have been followed save and except those mentioned in the Notes forming part of Accounts.

b) They have in the selection of the accounting policies, consulted the Statutory Auditors and have 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 at the end of the financial year and of the loss of the company for that year.

c) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and others irregularities have been taken to the best of their knowledge and ability.

d) The annual accounts have been prepared on a "going concern basis".

CORPORATE GOVERNANCE

The requirements of Corporate Governance are not applicable to the company in view of its paid-up capital being less than the limits specified forthe purpose by the authorities.

ADDITIONAL INFORMATION

a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO.

The information required u/s 217(l)(e) of the Company''s Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988 with respect of these matters is appended hereto (Annexure 1) and form part of this report.

b) No information is to be furnished pursuant to provisions of section 217(2)(A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as there are no employees including Whole Time Directors drawing remuneration in excess of the limits prescribed in the said section/rules.

c) The company has obtained a Compliance Certificate from a Company Secretary in whole time practice as required under sub-section (1) of Section 383A of the Companies Act, 1956 which is enclosed herewith forming part of Directors'' Report.

By Order of the Board (M.Z.KOTHARI)

MANAGING DIRECTOR (RAHUL DUGAR) DIRECTOR

PLACE: Mumbai DATED: 31st May, 2014

---

Mar 31, 2013

TO THE SHAREHOLDERS

The Directors present their Annual Report together with Audited Accounts of the company for the year ended 31* March, 2013 FINANCE AND ACCOUNTS

2013 2012 Rs in lacs Rs in lacs

a) Revenue from operations 1249.63 1361.05

b) Other Income 8.19 12.28 1257.82 1373.33

Operating Profit (loss) before Extraordinary items and Tax 130.67 215.06

Less: Depreciation 151.61 120.72

Less: Extraordinary items 94.10

Less: Provision for Income Tax (net) (0.48)

Add/Less: Deferred Tax (credit) (7.86) 0.56

Profit for the year after tax (13.08) 0.16

Add: Profit b/f from previous year 10.99 10.83

Balance available for appropriations (2.09) 10.99

Less: Interest of Dividend Distribution Tax for previous year

Balance carried to Balance Sheet (2.09) 10.99

Your Directors have to inform that the due to slow down in automotive industry which has affected turnover of the company by 8% over previous year and stood at Rs 1249.63 lacs against Rs 1361.05 lacs. However exports have increased by 27% to Rs 199.25 lacs .The EBITDA for the year under review is Rs.269.36 lacs as against Rs.340.74 lacs in previous year. The Company is trying to offset the adverse effects of the demand recession in India by increase exports.

Allotment of equity shares at premium

The shares, pursuant to the Order of the Hon''ble Bombay High Court dated December 08, 2011, sanctioning the scheme of arrangement of the company with its specified creditors for conversion of unsecured loans of Rs. 3.20 crores into 800000 equity shares of face value of Rs 10/-each at a premium of Rs 30/- pershare; has beenallottedduringtheyearunder review.

AUDITORS

Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai, FRN110271W the retiring auditors are eligible for re-appointment. The Board recommends their re-appointment.

COST AUDITORS

The Board of Directors are in the process of appointing a Cost Auditor as required by The Companies (Cost Audit Report) Rules, 2011 and the Cost Audit Order No 52/26/CAB/2010datedJanuary24,2012.

DIRECTORS

Shri Bhagat S.Dugar retires by rotation and being eligible, offers himself for re- appointment. The Directors recommend his re-appointment.

Shri Mohan Z. Kothari, Jt.Managing Director has been re-appointed for a further period of 3 years w.e.f. 1 st April 2013 by the Board of Directors. The notice convening the Annual General Meeting includes the proposals for re-appointment and payment of remuneration to the Jt. Managing Director. The Directors recommend his re-appointment. -

EMPLOYEE RELATIONS

Your Directors would also like to place on record their appreciation for the services rendered by all categories of thecompany''semployees.

BANKER

Your Directors would like to place on record their appreciation for the pro-active support and assistance given by the banker. Bank of India and look forward to receive their continued support and assistance.

DIRECTORS'' RESPONSIBILITY STATEMENT

The company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the year under review. Pursuant to Section 217 (2AA) of the Companies Act, 1956, and in respect of the annual accountsforthe year under review, the Directors hereby confirm that:

a) In preparationof annual accounts, the applicable accounting standards have been followed save and except those mentioned in the Notes forming part of Accounts.

b) They have in the selection of the accou nting policies, consulted the Statutory Auditors and have 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 compa ny at the end of the fina ncia I year a nd of the lossofthecompanyforthatyear.

c) Proper and sufficient careformaintenanceofadequateaccountingrecords in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and others irregularities have been taken to the best of their knowledge and ability.

d) The annual accounts have been prepared on a "going concern basis".

CORPORATE GOVERNANCE

The requirements of Corporate Governance are not applicable to the company in view of its paid-up capital being less than the limits specified for the purpose by the authorities.

ADDITIONAL INFORMATION

a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO.

The information required u/s 217(l)(e) of the Company''s Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988 with respect of these matters is appended hereto (Annexure 1) and form part of this report.

b) No information is to be furnished pursuant to provisions of section 217(2)(A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as there are no employees including Whole Time Directors drawing remuneration in excess of the limits prescribed in the said section/rules.

c) The company has obtained a Compliance Certificate from a Company Secretary in whole time practice as required under sub-section (1) of Section 383A of the Companies Act, 1956 which is enclosed herewith forming part of Directors''Report.

By Order of the Board

(R.MAZUMDAR)

MANAGING DIRECTOR

(RAHUL DUGAR)

DIRECTOR

PLACE: Mumbai

DATED: 31st May, 2013

---

Mar 31, 2012

The Directors present their Annual Report together with Audited Accounts of the company for the year ended 31st March, 2012

2012 2011 Rs in lacs Rs in lacs

a) Revenue from operations 1361.05 1190.33

b) Other Income 12.28 4.14

1373.33 1194.47

Operating Profit before Extraordinary items and Tax 94.34 32.48

less: Extraordinary items 94.10

Less: Provision for Income Tax - MAT- (net) 0.19

Add/Le ss: Deferred Tax (credit) 0.08 7.64

Profit for the year after tax 0.16 24.65

Add: Profit b/f from previous year 10.83 (13.82)

Balance available for appropriations 10.99 10.83

Less: Interest of Dividend Distribution Tax for previous year - -

Balance carried to Balance Sheet 10.99 10.83

Your Directors have to inform that the turnover of the company increased by 14% to Rs 1361.05 lacs. Further exports have increased by 100% to Rs 156.99 lacs. The EBITDA for the year under review is Rs.340.74 lacs as against Rs.242.39 lacs in previous year. Your Directors have to further report that consequent on the euro zone crises there has been a down turn in the automotive industry resulting in a demand recession. Fortune of the automotive industry are expected to revive from the third quarter of the current year.

Allotment of equity shares at premium

The Hon'ble Bombay High Court has vide its order dated December 08,2011, sanctioned the scheme of arrangement of the company with its specified creditors for conversion of unsecured loans of Rs. 3.20 crores into 800000 equity shares of face value of Rs 10/- each at a premium of Rs 30/- per share. The Hon'ble Bombay High Court had further ordered that the said preferential allotment be done after adjudication and payment of stamp duty. The adjudication order has been received and the payment is being made within the stipulated time.

AUDITORS

Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai, FRN110271W the retiring auditors are eligible for re-appointment. The Board recommends their re-appointment.

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 03,2011. This rules make it mandatory for industries to appoint a Cost Auditor with in 90 days of the commencement of the financial year. The Cost Audit Order No 52/26/CAB/2010 dated January 24, 2012 covers engineering machinery (electrical and electronic products) due to which the Company's manufacturing operations will get covered w.e.f. April 01,2012. The company is in process of appointing the Cost Auditor.

DIRECTORS

Shri Rahul Dugar Director who retires by rotation and being eligible offer him self for re-appointment. The Directors recommend his re-appointment.

EMPLOYEE RELATIONS

Your Directors are pleased to place on record their sincere appreciation of the sacrifice made voluntarily in the remuneration by all officers of the company to help the company tide over the global meltdown. Your Directors would also like to place on record their appreciation for the services rendered by all categories of the company's employees.

BANKERS

Your Directors would like to place on record their appreciation for the pro-active support and assistance given by the bankers, Bank of India and look forward to receive their continued support and assistance.

DIRECTORS' RESPONSIBILITY STATEMENT

The company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the year under review. Pursuant tc Section 217 (2AA) of the Companies Act, 1956, and in respect of the annual accounts for the year under review, the Directors hereby confirm that:

a) In preparation of annual accounts, the applicable accounting standards have been followed save and except those mentioned in the Notes forming part of Accounts.

b) They have in the selection of the accounting policies, consulted the Statutory Auditors and have 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 at the end of the financial year and of the profit of the company for that year.

c) Proper and sufficient care for maintenance of adequate accounting safeguarding the assets of the company and for preventing and detecting frauds and others irregularities have been taken to the best of their knowledge and ability

d) The annual accounts have been prepared on a "going concern basis".

CORPORATE GOVERNANCE

The requirements of Corporate Governance are not applicable to the company in view of its paid-up capital being less than the limits specified for the purpose by the authorities.

ADDITIONAL INFORMATION

a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO.

The information required u/s 217(l)(e) of the Company's Act, 19S6 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988 with respect of these matters is appended hereto (Annexure 1) and form part of this report.

b) No information is to be furnished pursuant to provisions of section 217(2)(A) of the Companies Act, 19S6 and the Companies (Particulars of Employees) Rules, 1975 as there are no employees including Whole Time Directors drawing remuneration in excess of the limits prescribed in the said section/rules.

c) The company has obtained a Compliance Certificate from a Company Secretary in whole time practice as required under sub-section (1) of Section 383A of the Companies Act, 1956 which is enclosed herewith forming part of Directors' Report.

By Order of the Board

(R.MAZUMDAR)

MANAGING DIRECTOR

(RAHULDUGAR)

DIRECTOR

PLACE: Mumbai

DATED: 31st July, 2012

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Mar 31, 2011

DIRECTORS' REPORT TO THE SHAREHOLDERS

The Directors present their Annual Report together with Audited Accounts of the company for the year ended 31st March, 2011

1. FINANCE AND ACCOUNTS

2011 2010 Rs. in lacs Rs. in lacs

a) Sales 1190.33 767.51

b) Other Income 4.14 9.69

1194.47 777.20

Operating Profit before Tax 32.48 (61.27)

Less : Provision for Income Tax 0.19 - MAT - (net)

Add/Less : Deferred Tax (credit) 7.64 (27.64)

Profit for the year after Tax 24.65 (33.63)

Add. Profit b/f from previous year (13.82) 20.09

Balance available for appropriations 10.83 (13.54)

Less:

Interest of Dividend Distribution - 0.28 Tax for Previous Year

Balance carried to Balance Sheet 10.83 (13.82)

Your Directors are pleased to inform that consequent to the demand revival, the turn over of the company increased by 55% to Rs 1190.33 lacs resulting in EBITDA of Rs.242.39 lacs as against Rs.125.19 lacs in previous year. The net profit after tax has also increased to Rs.24.65 lacs as against a net loss of Rs.33.63 lacs in previous year. The order book is healthy and barring unforeseen circumstances, your company expects to achieve better sales and consequent profits in the current year. Issue and Allotment of equity shares at premium

The Company has filed an application together with a scheme of arrangement with its specified creditors for settlement of unsecured loans amounting to Rs.3.20 Crores given by them by issue and allotment of 800000 equity shares of Rs.10/- each at a premium of Rs.30/- u/s 391 and 394 of the Companies Act 1956 with the Hon'ble Bombay High Court. The said application was filed after obtaining the NOC to the proposed scheme from the Bombay Stock Exchange as per the terms of the Listing Agreement. The Hon'ble Bombay High Court had vide its order dated 6-5-2011 directed the company to convene the meeting of its member on 13-6-2011 for approval of the said scheme. The meeting was held on the appointed date and the scheme was approved by the requisite majority of the members. The company has filed the Chairman's Report on the outcome of the meeting with the Hon'ble Bombay High Court. The Hon'ble Bombay High Court has admitted the petition on 29th July, 2011 .Necesssary steps will be taken by the company to give effect to the scheme as per the directions of the Hon'ble Bombay High Court.

2. AUDITORS

Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai, FRN 110271W the retiring auditors are eligible for re-appointment. The Board recommends their re-appointment.

3. DIRECTORS

Mr. R.Mazumdar, Managing Director has been re-appointed for a further period of 3 years w.e.f. 1st January,2011 by the Board of Directors. The notice convening the Annual General Meeting includes the proposals for re-appointment and payment of remuneration to the Managing Director.

Mr. Bhagat Singh Dugar, Chairman has been appointed as Executive Chairman for a period of 3 years w.e.f. 1st April 2011 by the Board of Directors. The notice convening the Annual General Meeting includes the proposals for appointment and payment of remuneration to the Executive Chairman.

Mr. Rahul Dugar resigned as a Whole Time Director on 31st March 2011 but continues as a Director on the Board of the Company. Your Directors place on record their appreciation of his services and look forward to the continued benefit of his advice.

4. EMPLOYEE RELATIONS

Employee's relation remained cordial during the year. Your Directors would like to record their appreciation for the services rendered by all categories of the company's employees.

5. BANKERS

Your Directors would like to place on record their appreciation for the- pro-active support and assistance given by the bankers, Bank of India and look forward to receive their continued support and assistance.

6. DIRECTORS' RESPONSIBILITY STATEMENT

The company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the year under review. Pursuant to Section 217 (2AA) of the Companies Act, 1956, and in respect of the annual accounts for the year under review, the Directors hereby confirm that:

a) In preparation of annual accounts, the applicable accounting standards have been followed save and except those mentioned in the Notes to Accounts in Schedule 16.

b) They have in the selection of the accounting policies, consulted the Statutory Auditors and have 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 at the end of the financial year and of the profit and loss account of the company for that year.

c) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and others irregularities have been taken to the best of their knowledge and ability.

d) The annual accounts have been prepared on a "going concern basis".

7. CORPORATE GOVERNANCE

The requirements of Corporate Governance are not applicable to the company in view of its paid-up capital being less than the limits specified for the purpose by the authorities.

8. ADDITIONAL INFORMATION

a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO.

The information required u/s 217(1)(e) of the Company's Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988 with respect of these matters is appended hereto (Annexure 1) and form part of this report.

b) No information is to be furnished pursuant to provisions of section 217(2)(A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as there are no employees including Whole Time Directors drawing remuneration in excess of the limits prescribed in the said section/ rules.

c) The company has obtained a Compliance Certificate from a Company Secretary in whole time practice as required under sub-section (1) of Section 383A of the Companies Act, 1956 which is enclosed herewith forming part of Directors' Report.

By Order of the Board

(B. S. DUGAR) CHAIRMAN

(R. MAZUMDAR) MANAGING DIRECTOR

PLACE: MUMBAI DATED: 30th JULY, 2011

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Mar 31, 2010

The Directors present their Annual Report together with Audited Accounts of the company for the year ended 31st March, 2010

1. FINANCE AND ACCOUNTS

2010 2009

Rs. in lacs Rs. in lacs

a) Sales 767.51 664.37

b) Other Income 5.65 4.13

773.16 668.50

Operating Profit before Tax (61.27) (83.93)

Less : Provision for Income Tax - 1.19

(including Fringe Benefit Tax)

Add/Less: Deferred Tax (credit) (27.64) (15.25)

Profit for the year after Tax (33.63) (69.87)

Add. Profit b/f from previous year 20.09 107.52

Balance available for appropriations (13.54) 37.65

Less Preference Dividend - 15.00

Dividend Distrbution Tax - 2.54

Interest of Dividend Distribution 0.28 -

Tax for Previous Year

Balance carried to Balance Sheet (13.82) 20.09

The global meltdown, which impacted particularly the Automotive Industry - the sector in which your company operates - severely effected the companys performance during the previous year, continued for the first 6 months of the year under review. Your Directors are pleased to inform that the demand has since revived, which has resulted in higher sales of Rs.767.51 lacs in the current year as against Rs. 664.37 lacs in the previous year. The order book is healthy and barring unforeseen circumstances, your company expects to achieve better sales and consequent profits in the current year.

Issue and Allotment of equity shares at premium

Pursuant to the Special Resolution" passed by the members of the company at the Annual General Meeting held on September 30,2009 authorising the company to issue and allot equity shares of Rs.10/- each at a premium of Rs.30/- to the promoters u/s. 81 of the Company Act, 1956, an application dated January 11, 2010 was made to SEBI seeking exemption under Regulation 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation 1997. The Takeover Panel had rejected the application. The Promoters had then made representation to the Member, SEBI who after considering the Promoters representation directed theTakeover Panel to reconsider the same. The decision of the Takeover Panel is pending.



Broach Project

M/s. Arthur Klink GmbH had failed and neglected to discharge their contractual obligations and responsibilities, the company terminated the Contract and recalled the advance amount of Euro 197,435. As Arthur Klink GmbH did not repay the said advance, the company has invoked arbitration under the International Zurich Chamber of Commerce, Zurich. The said arbitration is pending. The company is hopeful of getting a favorable outcome in the matter.

2. AUDITORS

Messrs. R. A. Singh & Associates, Chartered Accountants, Mumbai, FRN 110271W the retiring auditors are eligible for re-appointment. The Board recommends their re-appointment.

3. DIRECTORS

Mr. M. Z. Kothari and Mr. Rahul Dugar both Whole Time Directors retire and are eligible for re-appointment at the forthcoming Annual General Meeting. The notice convening the Annual General Meeting includes the proposals for re-appointment and payment of remuneration to said Whole Time Directors.

4. EMPLOYEE RELATIONS

Your Directors are pleased to place on record their sincere appreciation of the sacrifice made voluntarily in the remuneration by all officers of the company to help the company tide over the global meltdown. Your Directors would also like to place on record their appreciation for the services rendered by all categories of the companys employees.

5. BANKERS

Your Directors would like to place on record their appreciation for the pro-active support and assistance given by the bankers, Bank of India and look forward to receive their full support and assistance.

6. DIRECTORS RESPONSIBILITY STATEMENT

The company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the year under review. Pursuant to Section 217 (2AA) of the Companies Act, 1956, and in respect of the annual accounts for the year under review, the Directors hereby confirm that:

a) In preparation of annual accounts, the applicable accounting standards have been followed save and except those mentioned in the Notes to Accounts in Schedule 16.

b) They have in the selection of the accounting policies, consulted the Statutory Auditors and have 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 at the end of the financial year and of the profit and loss account of the company for that year.

c) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and others irregularities have been taken to the best of their knowledge and ability.

d) The annual accounts have been prepared on a "going concern basis".

CORPORATE GOVERNANCE

The requirements of Corporate Governance are not applicable to the company in view of its paid-up capital being less than the limits specified for the purpose by the authorities.

8. ADDITIONAL INFORMATION

a) CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO.

The information required u/s 217(1)(e) of the Companys Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1988 with respect of these matters is appended hereto (Annexure 1) and form part of this report.

b) No information is to be furnished pursuant to provisions of section 217(2)(A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as there are no employees including Whole Time Directors drawing remuneration in excess of the limits prescribed in the said section/ rules.

c) The company has obtained a Compliance Certificate from a Company Secretary in whole time practice as required under sub-section (1) of Section 383A of the Companies Act, 1956 which is enclosed herewith forming part of Directors Report.

By Order of the Board

(B. S. DUGAR) CHAIRMAN

(R. MAZUMDAR) MANAGING DIRECTOR

PLACE: MUMBAI

DATED: 7th AUGUST, 2010