Directors Report of Jaipan Industries Ltd.

Mar 31, 2024

Your Directors present their 58’’ Annual Report on the business and operations of the Company and the accounts for the Financial Yearended 31" March, 2024,

STATE OF COMPANY''S AFFAIRS:

Your Company Is In the business of sales and service of Electronic Household Accessories It has a worldwide network single sales office, a warehouse and a workforce of over 50 people that sell a single product to about 1,00.000 customers in India and Abroad

Various Initiatives were taken to expand the market for Company''s products to new geographies, and tor maximisation of efficiencies particularly in the area of cost reduction and working capital management

The business contingency plans focussed on digitalization of sales process, innovative marketing strategies and careful optimisation of supplies to various channels as and when each channel became operational

FINANCIAL PERFORMANCE:		(Rs. in Lacs)
Particulars	Standalone
	March 2024	March 2023
Income From Operations	22.52.36,147	39.14,60 480
Other Income	1,79.211	2,46.468
Total Income	22.54,15,358	39,17,06.948
Profit/(Loss) Before Tax	(11,34,73,401)	1,73,50,382
Less:- Provision For Taxation	0	31,74 106
Net Profit/(Loss) After Tax	(11,34.73.401)	1,41,76.276

The Company Incurred Loss of Rs. 113473401/ as compared to F*rofit before tax of Rs. 1.41.76,276/ in the previous year

PERFORMANCE AT A GLANCE

DIVIDEND AND BOOK CLOSURE :

The Board of Directors does not recommend dividend on equity shares for the current financial year

The register of members and share transfer books will remain dose trom 23"’ September. 2024 to 29" September. 2024 (both days indusive) for the 58'' Annual General Meeting of the Company scheduled to be convened on 30" September, 2024 at 17. Cama Industnal Estate. Walbhatt Road. Goregaon (East). Mumbai-400063.

FINANCIAL SITUATION; Reserves & Surplus

As at 31 March, 2024 Reserves and Surplus amounted to loss Rs 1.95 70,405/- as compared to Rs 9,39 02.992 of previous year The said scenario Is due to increase in profitability of the Company dunng the year under review.

LONGTERM BORROWINGS

The Company has tried to pay its Liability as much as possible, however the Long Term Borrowings of the Company has Rs. 2,34,76,203/- during the year as compared to Long Term Loan Borrowings of Rs, 85,78.645/- during the previous year

SHORTTERM BORROWINGS

The Company has also paid maximum of its liability under short Term Liability and the Short Term Liability has increased uplo Rs 3,18.91,305/- In the current financial year as compared to Rs. 4.48,07,854 during the previous year.

The Fixed Assets of the Company as on 31" March, 2024 is Rs 1.39,67.606/- as compared to Rs 81,07.677 during the previous year under review,

INVESTMENTS

The Company has not made any addition in investment dunng the year under review

SHARE CAPITAL:

Dunng (he year under review there was no change In the authorised share capital of the capital The authorized capital of Ihe company for the year ended 31" March. 2024 is 6.10,00.000 compnsing of 61,00.000 shares.The paid up share capital of your Company is Rupees /- (Rupees Six Crore Nine Lakh Ninety Eight Thousand Four Hundred Only) divided into 60,99.840 equity shares of Rupees 10/- each. There is no change in the paid up share capital structure during the penod under review

FINANCIAL LIQUIDITY

Cash and Cash equivalent as on March 31, 2024 stood at 17,417,662/- vis-d-vis 27.172,520/- in the previous year The Company''s working capital management Is robust and Involves a well-organize process, which facilitates continuous monitoring and control over receivables, inventories and other parameters.

PUBLIC DEPOSITS

No public deposits have been accepted or renewed by your Company during the financial year under review pursuant to the provisions of Section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not In compliance with Ihe Chapter V of the Act is not applicable

MEETINGS BOARD OF DIRECTORS:

The Board normally meets once in a quarter and additional meetings are held as and when required. Dunng the year, the Board of Directors met 4 times i.e on 30" May, 2023. 14" August, 2023, 13" November. 2023, 14" February. 2024. The date of Board Meetings were generally decided in advance with adequate notice to all Board Members

INTERNAL CONTROL SYSTEMS

Your Company has In place, an adequate system of internal controls commensurate with Its size, requirements and the nature of operations These systems are designed keeping In

view the nature of activities earned out at each location and the various business operations. The Company has documented a robust and comprehensive Internal control system for all the major processes to ensure reliability of financial reporting timely feedback on achievement of operational and strategic goats, compliance with policies, procedures laws and regulations, safeguarding of assets and economical and efficient use of resources.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internal controls system in the Company its compliance with operating systems, accounting procedures and policies at all locations of the Company Based on the report of internal audit process owners undertake corrective action In their respective areas and thereby strengthen the controls During the year, the Audit Committee met regularly to review the reports submitted by the Internal Auditors. All audit observations and follow-up actions thereon were reported to the Audit Committee. The Audit Committee has also taken the views of Company''s Statutory Auditors on the financial reporting system, compliance to accounting policies and procedures, the adequacy and effectiveness of the internal controls and systems followed by the Company. Your Company also has a Risk Management Framework in place covenng all critical areas of operation This framework is reviewed periodically keeping in mind the business dynamics and external environment and provides the guidelines for managing the vanous risks across the business

APPOINTMENT / RESIGNATION OF DIRECTORS (SECTION 16811}) AND KEY MANAGERIAL PERSONNEL (KMP):

Mrs Veena J Agarwal continued to be as Managing Director of the Company. Mr. ShirishGotecha, Mr Ravindra Ashok Mishra, Mr.Chandrakant Baida. Mr Rakesh Jam, Mr Atm Agarwal. Mr Jainarain Agarwal. Mr. Sanjaykumar Dave continued to be on the Board of the Company The Board of the Company continues to comprise of 8 (Eight) Directors including 4 (four) Non-Executive & Independent Directors, 3 (three) Executive Directors and (One) Non-Executive Director

“ Mr Ravindra Mishra (DIN; 06904573) and Mr Shlrlsh Dwarkadas Gotecha (DIN 02877874), Independent Directors of the company tendered their resignation from the post of the Independent Director of the company due to the completion of their tenure with effect from 7" August 2023 and 14" August, 2024 respectively

STATEMENT OF DECLARATION GIVEN 8Y INDEPENDENT DIRECTORS UNDER SUBSECTION (6) QF SECTION 149;

The Independent Directors of your company, i.e, Mr Chandrakant Balde, Mr Sanjaykumar Dave and Mr. Ravindra A Mishra, have submitted their declaration of Independence, as required under Section 149(7) of the Companies Act. 2013 stating that they meet the criteria of independence as provided in Section 149(6) and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON DIRECTOR’ S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE COMPANIES ACT. 2013:

The Board of Directors of your Company in consultation with Nomination and Remuneration Commttlee had formulated and

adopted Code for Independent Directors and which contains policy on director''s appointment and remuneration including criteria for determining qualification, positive attributes and Independence of directors.

Board of Directors of the Company duly consider appointment of the Directors in adherence with the policy prescribed under the code of independent directors and provisions of section 178( 3) of the Companies Act. 2013.

AUDIT COMMITTEE:

The Company has an Independent Audit Committee comprising of 3 (3) Independent Directors and 1 (one) Executive Director Mr Sanjaykumar Dave is the chairperson of the Committee and Mr Ravindra A Mishra (Non Executive (Independent & Director). Mr, Shmsh Gotecha (Non Executive & independent Director) and Mrs Veena Agarwal, Managing Director of the Company are Members of the Committee. All the members of the Audit Committee are financially ilterate. In view of their professional qualification and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report The Committee met four (4) times during the financial year 2023-2024 and all the members of the committee attended the meeting

''The committee was reconstituted in the year 2023-2024 and Mr Sanjay Kumar Dave (DIN: 10304516) was made the Chairman of the Audit Committee and the other members of the Committee are Veena Agarwal Ravindra Mishra & Shinsh Gotecha.

NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee (hereinafter referred to "NRC") has been adequately constituted in accordance with the provisions of Companies Act, 2013 read with rules made thereunder and Listing Regulations.

The Committee comprises of all non-executive and independent directors Mr Shliish Gotecha is the chairperson of the Committee and Mr. Chandrakant Batde and Mr Ravindra Mishra and Mr. Sanjaykumar Dave are the members o( the committee. The Committee met four (4) times during the financial year 2023-2024 and all the members of the committee attended the meeting.

“The Committee was reconstituted in the year 2023-2024 and Mr Sanjay Kumar Dave was made the member of the Normination and Remuneration Committee.

Now the Comiittee comprises of Shlrsh Gotecha (Chairman), Ravindra Mishra (Member), Chandrakant Balde (Member) and Sanjaykumar Dave (Member)

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee In accordance with the provisions of Companies Act, 2013 read with rules made thereunder and Listing Regulations The Stakeholders Relationship Committee compnses of 4 Directors out of which all are Non-Executive & Independent Directors viz Mr Shirish Gotecha. Mr. Ravindra and Mr Chandrakant Balde. Mr Sanjaykumar Dave.

The Company Secretary acts as the Secretary to the Committee. The Company Secretary is also designated as Compliance officer of the Company in terms of provisions of SEBi Listing and PIT Regulations The Committee met once during the financial year 2023-2024 and all the members of the committee attended the meeting

Share Transfer Comm ittee ("STC”)

As on March 31.2024 the STC composes of Four (4) members out of which Three (3) Members are Independent Directors.

The Committee was chaired by Mr. Sanjaykumar Dave (NonExecutive & Independent Director) The other Members of the Committee were Mrs Veena Agarwal (Managing Director). Mr Ravmdra Mishra (Non Executive & Independent Director), Mr Shirish Gotecha (Non Executive & independent Director) (Independent Director) and Mr T. R. Snnivasan (Independent Director),

EVALUATION OF PERFORMANCE OF BOARD.:

During the year, a separate Meeting of Independent Directors of the Company was held on 14’ February, 2024. which was attended by all the Independent Directors to discuss and review the self-assessment of Directors, Board and Committees thereof and also assess the quality, content and timeliness of flow of information between the Management and the Board

DIRECTORS RESPQNSIBILITYSTATEMENT

Your Directors would like to assure the Members that the Financial Statements for the year under review confirm in their entirety to the requirements of the Act and guidelines Issued by SEBI Pursuant to the provisions of Section 134(3)(c)ol the Act to the best of their knowledge and based on the information and explanations received from the Company, your Directors confirm that

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2024. the applicable accounting standards had been followed along with proper explanation relating to material departures if any:

(b) The accounting policies selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31. 2024 and of the profit and loss of the Company for that year.

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such Interna! financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

INSID.ERTRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended your Company has Instituted a comprehensive Code titled as "Policy on Determination of Legitimate Purpose for Sharing UPSI" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI The Company has implemented several best Corporate Governance Practices as prevelant globally

Since the company falls under the exemption under Regulation 15(2) Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulalions, 2015 Regulation 17 to 27 and clauses (b) to (i) and and (t)] of subregulation (2) of regulation46 and para C, D and E of Schedule V shall not apply and thus the company do not require to follow the Corporate Governance Requirements for the penod under the review

LOANS MADE. GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY:

Particulars of loans guarantees and investments made by the Company as required under Section 186(4) of the Companies Act, 2013 are given In Note annexed to the Standalone Financial Statements.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT:

All contracts/arrangementsrtransactions entered by the Company during the financial year with related parties were on arm''s length basis, in the ordinary course of business and in compliance with applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations During FY 2023-24 there were no materially significant related party transactions by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the Interest of the Company. All related party transactions, specifying the nature, value and terms of the transactions induding the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out ware placed before the Audit Committee for its review on quarterly basis. During the year under review there have been no materially significant transactions prescribed under Section 188(1) with related parties as defined under Section 2(76) of the Companies Act. 2013 (Act). Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, there was no transfer of funds to Investor Education and Protection Fund since such transfer was not applicable for the F Y 2023-24

C O N S E RVA1 IONOEENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Energy conservation dictates how efficiently a company can conduct its operations Jaipan Industries Limited has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change The Company has undertaken vanous energy efficient practices that have reduced the growth in carbon dioxide (C02) emissions and strengthened the Company''s commitment towards becoming an environment friendly organisation A dedicated ''Energy Cell’ is focusing on energy management and closely monitor energy consumption pattern across all manufacturing sites Periodic energy audits are conducted to improve energy performance and benchmark with other international refineries and petrochemicals sites Jaipan Industnes Limited Focuses on (I) new products, processes and catalyst development to support existing business through technologies for new businesses (it) advanced troubleshooting, and (iii) support to capital projects, and profit and reliability improvements In manufactunng plants.

Jaipan Industries Limited has Domestic Clients as well as Foreign clients

LISTING WITH STOCK EXCHANGES

The equity shares of your Company are listed on BSE Limited ("BSE").Details of the Company in the Stock Exchanges are as follows

BSE Symbol JAIPAN BSE Scrip Codo 505840 ISIN INE058DQ1030

Your Company has paid Ihe Annual Listing Fees for the F Y

2022- 23 and F.Y 2023-24 to both the NSE and BSE, with whom the equity shares of the Company are listed

MATERIAL CHANGES AND COMMITMENTS:

It Is hereby reported that a fire incident occurred at the Vasai Palghar Plant on 9* April, 2024, resulting in one fatality Details concerning the associated losses and other financial implications ansing from this incident are disclosed in the Notes to Financial Statements appended to this Report

Except for the aforementioned disclosure and as Indicated elsewhere In this Report, there have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year and the date of this Report,

EXTRACTOFANNUAL RETURN;

In accordance with the provisions of Section 92 of the Companies Act, 2013, an extract of the Annual Return for the F Y

2023- 24 in the format as prescribed is enclosed as Annexuro-ll

COMPLIANCE WITH SECRETARIAL STANDARDS ("S§-1 andSS-r)

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI)i.e SS-1 and SS-2 relating to ''Meetings of the Board of Directors'' and ''General Meetings’ respectively.

CORPORATE SOCIAI RESPONSIBILITY:

The provisions of Section 135 of the Companies Act. 2013 are not applicable to the Company as it Is suffering losses since last three consecutive years: hence disclosure in this regard is not provided.

VIGIL MECHANISM FQR DIRECTORS AND EMPLOYEES -

SECTION 177(10};

The Board of directors of the Company believes in conducting all its affairs in a fair and transparent manner, by adopting highest standards of professionalism, honesty, integrity and ethical behaviour, The directors are committed to comply with the laws and regulations to which it is subject. For this, it has put In place systems, policies and procedures to interpret and apply these laws and regulations in the organizational environment. In consonance with the object of transparency and good governance, the board of directors of the company formulated and adopted "Whistle Blower Policy and Vigil Mechanism"

The organization''s internal controls and operating procedures are intended to detect and prevent improper activities. In this regard, the Company believes In developing a culture where It Is safe for all the Directors/Employees to raise concerns about any poor or unacceptable practice and any event of misconduct. These help to strengthen and promote ethical practices and ethical treatment of all those who work in and with the organization.

The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the group which have a negative bearing on the organization either financially or otherwise

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION (SECTION 197(12):

Details pertaining to remuneration as required under section 197(12) of the Companies act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel) rules. 2014 are provided in ''Annexure-lll’ to the Board''s Report.

MANAGERIAL REMUNERATION AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration to directors and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report

Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. the board of directors do hereby declare that:

The Directors and employees of the company were paid remuneration as per the Remuneration Policy of the Company

H.QLDMQ_CQMPANY;

The Company has no Holding companre and hence company does not need to make disclosure of contracts or arrangements or transactions not at arm''s length basis

SUBSIDIARIES COMPANIES:

The Company has no subsidiary companies and hence company does not need to make disclosure of contracts or arrangements or transactions not at arm''s length basis.

DEPOSITS:

The Company has not accepted or renewed any amount tailing within the purview of provisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit) Rules. 2014 during the year under review Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Companies Act or the details of deposits which are not In compliance with Chapter V of the Companies Act is not applicable.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) and 53 (f) of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

SECRETARIAL AUDIT;

Pursuant to Section 204 of the Companies Act, 2013 and rules, amendments made there under. Mr. Shravan Gupta, Practicing Company Secretary bearing PCS no. 27484 was appointed to conduct the secretarial audit ol our company for FY 2023-24 The Secretarial Audit report is given separately under Annexure IV. There are no qualifications or observations or other remarks made by the Secretanal Auditor on the audit conducted by him in his Report

STATUTORY AUDITOR:

The Board of Directors at their meeting held on May 30,2023 on Ihe recommendation of the Audit Committee approved the remuneration of M/s SDA & Associates at Rs 1.00,000 (Rupees One Lakhs only) for F Y 2024-25

The Auditors'' Report for the F.Y 2023-24 does not contain any reservation, qualification or adverse remark, on the financial statements of the Company. Auditors'' Report is sett explanatory and therefore, does not require further comments and explanation

Further, in terms of Section 143 of Ihe Act read with the Companies (Audit and Auditors) Rules. 2014, as amended, notifications!¹ circulars issued by the Ministry of Corporate Affairs from time to time, no fraud has been reported by the Auditors of the Company where they have reason to believe that an offence Involving fraud is being or has been committed against the Company by officers or employees of the Company and therefore no details are required to be disclosed under Section 134(3)(ca)oftheAct.

The Auditors have Issued an unmodified opinion on the Financial Statements, for the financial year ended March 31.

2024. The said Auditors'' Roport(s) for the financial year ended March 31, 2024 on the financial statements of the Company forms part of this Annual Report

HUMAN RESOURCES;

Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business prionties and objectives. The Company has a dedicated team of employees at various locations across our corporate office and branch offices (including Subsidiary companies) spread across the country. The Company strives to inculcate the culture where its employees are motivated and their performance is aligned with values Company has achieved this present level of excellence through the commitment and dedication exhibited by its employees The focus on Improving productivity and adoption of best practices in every area are being pursued relentlessly Efforts for active participation, nurturing creativity and Innovation and ensuring a climate of synergy and enthusiasm have been at the core of Human Resource Initiatives and interventions,

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

Your Company has adequate internal financial control and adopted Internal Financial Control Policy in order to maintain confidentiality of price sensitive information and internal financial control.

REPORTING OF FRAUD:

There was no instance of fraud reported dunng the year under review, which required the Statutory Auditors or Secretarial Auditor to report the same to the Audit Committee of the Company under Section 143(12) of the Act and Rules framed thereunder.

RISK MANAGEMENT;

The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risk through means of a properly identified framework, Risk management is an ongoing process and the Audit Committee will periodically review risk mitigation measures The Board of Directors has not constituted a Risk Management Committee as is not mandatary to the company vide circular bearing number C1R/CFD/POLICY CELL/7/2014 issued by SEB! dated September 15,2014.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.Head of Departments shall be responsible for implementation of the nsk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS INFUTURE;

There are no significant and material orders passed by the

regulators/courts/tribunai which would Impact the going concern status of the Company and its operations in the future

RISK ARISING OUT OF LITIGATION, CLAIMS AND UNCERTAIN TAX POSITIONS:

The Company is exposed to a variety of different laws regulations, positions and interpretations thereof which encompasses direct taxation and legal matters. In the normal course of business, provisions and contingencies may arise due to uncertain tax positions and legal matters. Based on the nature of matters, the management applies significant judgement when considering evaluation of risk. Including how much to provide for the potential exposure of each of the matters These estimates could change substantially over time as new facts emerge as each matter progresses, hence these are reviewed regularly For matters where expert opinion

POLICY FOR SEXUAL HARRASMENT:

The Company has always been committed to provide a safe and dignified work environment for its employees which Is free of discrimination, Intimidation and abuse The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace under the provisions of The Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Radressal) Act. 2013f Act"). The objective of this policy is to provide protection against sexual harassment of women at workplace and for redressal of complaints of any such harassment The Company has also constituted an Internal Complaints Committee to redress the complaints received under this policy.

The following is a summary of sexual harassment complaints received and disposed-off dunng the year under review

- No of complaints received : Nil

- No of complaints disposed-off NA ACKNOWLEDGEMENTS

Your Directors take this opportunity to than* all investors, clients, vendors, banks, regulatory, Government authorities and Stock Exchanges for their continued support arid cooperation The Directors also wish to place on record their appreciation of the contribution made by the business partners / associates at all levels

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 49th Annual Report on the business and operations of your Company and theAudited Financial Statements for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

The highlights of the Financial Results are:

31-03-2015 31-03-2014

Sales & Other Income 29,83,53,040.92 40,42,38,940.29

Less: Raw Material 22,20,98,498.00 32,82,18,606.67

Consumed & Purchases

Less: Expenditure 6,79,96,194.12 6,67,06,982.88

Less: Depreciation 68,32,985.96 76,72,221.20

Net Profit before tax & after 14,25,366.68 16,41,129.54

depreciation

Less: Provision for Tax 8,98,980.00 7,37,230.00

Less: Income tax earlier year - -

Add: Provision for Deferred Tax (441,998.84) (3,76,735.00)

Net Profit After Tax 9,68,385.52 12,80,634.54

Add: Profit & Loss brought 3,73,93290.99 3,61,12,656.45 forward

Add: Excess Provisions of Last Year

Profit carried to Balance Sheet 3,83,61,676.51 3,73,93,290.99

2. DIVIDEND

Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2015.

3. BOARD AND COMMITTEE MEETINGS

The Board and Audit Committee met 4 times during the FY 2014- 15 viz. 30.05.2014, 11.08.2014, 14.11.2014 and 14.02.2015.

The Nomination and Remuneration Committee met 2 times during the year viz. 30.05.2014 and 14.02.2015.

There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

4. DIRECTORS

Pursuant to the provisions of Section 152(6) of the CompaniesAct, 2013, Mr. Atin Agarwal, an executive director retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Mrs. Veena Agarwal was appointed as the Additional Director at the meeting of the Board of Directors held on 14.02.2015. She holds office as anAdditional Director upto the date of the forthcoming AGM.Anotice has been received from member pursuant to Section 160 of the Act signifying his intention to propose Mrs. Veena Agarwal as a Director of the Company

Mr. Thomas Lassar Kezhakr was appointed as the Additional Director of the Company with effect from 14.11.2014 and has resigned from the Company with effect from 14.02.2015.

Mr. Ashwini Omprakash Sharma has resigned as the Director of the Company with effect from 14.11.2014.

5. KEY MANAGERIAL PERSONNEL

Mr. Atin Agarwal is the CFO of the Company.

Mr. Jainarain Agarwal is the Managing Director of the Company. They are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and were already in office before the commencement of the Act.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided are disclosed in the standalone financial statements.

7. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were in the ordinary course of the business and on an arms length basis. The Company has nothing to report in Form AOC-2, hence, the same is not annexed.

8. RISK MANAGEMENT POLICY

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting.

9. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

11. INTERNAL FINANCIAL CONTROLS

Your Company has laid down standards and processes which enable internal financial control across the Company and ensured that the same are adequate and are operating effectively.

12. DEPOSITORY SYSTEM

The Company has entered into an agreement with National Securities Depository Limited (NSDL) as well as Central Depository Services (India) Limited (CDSL) to enable shareholders to hold the shares in dematerialized form. The Company also offers simultaneous Dematerialization of physical shares lodged for transfer.

13. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed asAnnexure A.

The information required under Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also provided in the Annexure forming part of the Report.

14. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board, based on the industry and strategy of the Company. Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is required. The Committee is also responsible for reviewing and vetting the CVs of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Board of Directors on the recommendations of the Audit Committee has approved and adopted a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee/Chief Ethics Counselor of the Company and make protective disclosure about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

16. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the CompaniesAct, 2013 are not applicable to the Company.

17. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Shravan A. Gupta & Associates Practising Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure B.

18. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the Annual Return as at 31st March 2015 forms part of this report as Annexure C.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

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

(f ) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. AUDITORS

M/s. Ashok K Lohiya And Associates Chartered Accountants, were reappointed as the Auditors of the Company at the last Annual General Meeting (AGM) OF the Company, to hold office from the conclusion of that AGM till the conclusion of 53rd AGM of the Company. In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of the auditors has to be placed for ratification at every AGM. Accordingly, the appointment of M/s. Ashok K. Lohiya And Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

21. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, to provide protection to employees at the workplace and for prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to consider and to redress complaints of sexual harassment. The Committee has not received any complaint of sexual harassment.

22. SUBSIDIARY

Your Company does not have any subsidiary company.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy: The Company consciously makes all efforts to conserve energy across all its operations.

B. Technology Absorption : The Company has taken necessary care to utilize energy efficient manufacturing equipments and has taken sufficient care to protect the environment from pollution caused due to use of technology.

C. Foreign Exchange Earnings and Outgo: Company has earned a Foreign Exchange Earnings of Rs. 12.14 Lacs from Foreign Exchange Transactions. The Company has not incurred any foreign expenditure during the year under review.

24. ACKNOWLEDGEMENTS

The Board wishes to place on record their sincere appreciation for the continued support which the Company has received from its customers, suppliers, shareholders, promoters, bankers, group companies and above all, its employees.

For and on behalf of the Board of Directors JAIPAN INDUSTRIES LIMITED

JAINARAIN O. AGARWAL (Chairman & Managing Director)

Place: Mumbai,

Date: 14th August, 2015

Registered Office:

17, Cama Industrial Estate, Walbhatt Road,

Goregaon (East), Mumbai 400 063

CIN: L28991MH1965PLC013188

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Mar 31, 2014

The Members of

JAIPAN INDUSTRIES LIMITED

The Directors have pleasure in presentin Annua the business and operations of your and th Financial Statements for the year ended h, 2014

1. FINANCIAL RESULTS

The highlights of the Financial Results are: 31-03-2014 31-03-2013

Sales & Other Income 40,42,38,940.29 27,14,94,236.00

Less: Raw Material 32,82,18,606.67 21,83,59,878.00

Consumed & Purchases

Less: Expenditure 6,67,06,982.88 4,32,26,142.00

Less: Depreciation 76,72,221.20 76,03,436.00

Net Profit before tax & after depreciation 16,41,129.54 23,04,780.00

Less: Provision for Tax 7,37,230.00 11,75,149.00

Less: Income tax earlier year -

Add: Provision for Deferred Tax (3,76,735.00) (2,96,736.00)

Net Profit After Tax 12,80,634.54 14,26,367.00

Add: Profit & Loss brought forward 3,61,12,656.45 3,46,86,289.45

Add: Excess Provisions of Last Year -

Profit carried to Balance Sheet 3,73,93,290.99 3,61,12,656.45



2. DIVIDEND

Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2014.

3. FIXED DEPOSITS:

The Company has not accepted any fixed deposits during the year under review.

4. DEPOSITORY SYSTEM

The Company has entered into an agreement with National Securities Depository Limited (NSDL) as well as Central Depository Services (India) Limited (CDSL) to enable shareholders to hold the shares in dematerialized form. The Company also offers simultaneous Dematerialization of physical shares lodged for transfer.

5. DISCLOSURE UNDER SECTION 274(1) (g)

None of the Director of the Company have been disqualified under section 274(1)(g) of the Companies Act,1956.

6. DIRECTORS

The Board on 11th August, 2014, has appointed Mr. Ravindra Ashok Mishra , as an Independent and Non Executive Additional Director as per the provisions of Companies Act, 2013 upto the forthcoming Annual General Meeting and the Company has received a notice from a member intending to propose the candidature of Mr. Ravindra as the Director of the Company. Mr. Ravindra Mishra has submitted his declaration under Section 149(6) to be appointed as the Independent Director of the Company and that he shall not be liable to retire by rotation.

Mr. Mahesh Shyama Shetty, resigned from the Company with effect from 11th day of August, 2014 and the Company thanks him for his valuable contribution to the Company.

Mr. Jainarin O Agarwal, Executive Director retires by rotation at the ensuing Annual General Meeting & being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Mr. Ravindra Mishra, Mr. Ashwini Om Prakash Sharma and Mr. Shirish Gotecha are independent directors of the Company. Pursuant to Section 149 of the Companies Act,2013, it is proposed to appoint these Directors to hold office as per their tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting of the Company. The independent Directors are not liable to retire by rotation.

Mr. Atin Agarwal, Executive Director of the Company has been appointed as the CFO of the Company with effect from 11th day of August, 2014.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

i. that in preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. that the Directors had selected such accounting policies and applied consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and the profit of the Company for the year under review;

iii. that proper and sufficient care has been taken for the 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 fraud and other irregularities;

iv. that the annual accounts for the year ended 31st March, 2014 have been prepared on a ''going concern basis''

8. SUBSIDIARY:

Your Company does not have any subsidiary company.

9. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not given as there are no employees during the year or part thereof as required under Section 217 (2A).

10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217 (1) (e) of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

11. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance of requirements of Corporate Governance as per Listing Agreement with Stock Exchange. A separate report on Corporate Government is given in Annexure "A"

12. AUDITORS

M/S Ashok K. Lohiya & Associates, Chartered Accountant, the Auditor of the Company hold their office until the conclusion of the 53rd Annual General Meeting of the Company and your Directors recommended their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. The appointment is subject to ratification at every Annual General Meeting of the Company.

13. ACKNOWLEDGEMENT

The Directors sincerely appreciate the enthusiasm and hard work displayed by all employees during the year. Your Directors also acknowledge their appreciation of the continued assistance and support given by the esteemed customers, suppliers, bankers and various departments of Central and State Governments.

For and on behalf of the Board of Directors JAIPAN INDUSTRIES LIMITED

J. N. AGARWAL (Chairman & Managing Director)

Place : Mumbai Dated : 11th August, 2014

Registered Office : 17 Cama Industrial Estates, Wallbhat Road, Goregaon (East), Mumbai-400 063

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Mar 31, 2009

The Directors have pleasure in presenting the 43rd Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31 st March, 2009.

1. FINANCIAL RESULTS

The highlights of the Financial Results are :

31-03-2009 31-03-2008

( Rs. In 000)

Sales & Other Income 271944 201557

Net Profit for the year 3682 1352

Less : Provision for Tax 1000 500

Add : Provision for

Deffered Tax 148 301

Total 2830 1153

Less : Bonus issued - -

Profit carried to Balance Sheet 2830 1153

2. DIVIDEND

Your Board of Directors does not recommend any dividend for the financial year ended 31st March, 2009.

3. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

4. DEPOSITORY SYSTEM

The Company has entered into an agreement with National Securities Depository Limited (NSDL) as well as Central Depository Services (India) Limited (CDSL) to enable shareholders to hold the shares in dematerialized form. The Company also offers simultaneous Dematerialization of physical shares lodged for transfer.

5. AUDITORS

M/s. Ashok Lohiya & Associates, Chartered Accountant, the Auditor of the Company hold their office until the conclusion of the ensuing Annual General Meeting of the Company and your Directors recommended their re-appointment, if made, would be within the limits prescribed under Section 224 (1 -B) of the Companies Act, 1956.

6. DIRECTORS

Mr. Shirish Gotecha, Mr. Arjun Singh Mehrotra & Mr. Ashwini O. Sharma, Directors of the Company retire by rotation, and being eligible, offers themselves for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

t. that in preparation of the Annual Accounts for the year ended 31st March, 2009, the applicable accounting

standards had been followed along with proper explanation relating to material departures, if any;

ii. that the Directors had selected such accounting policies and applied consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2009 and the profit of the Company for the year under review;

iii. that proper and sufficient care has been taken for the 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 fraud and other irregularities;

iv. that the annual accounts for the year ended 31 st March, 2009 have been prepared on a going concern basis

8. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not given as there are no employees during the year or part thereof as required under Section 217 (2A).

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 217(1) (e) of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

10. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance of requirements of Corporate Governance as per Listing Agreement with Stock Exchange. A separate report on Corporate Government is given in Annexure "A"

11. DISCLOSURE UNDER SECTION 274(1 )(g)

None of the Director of the Company have been disqualified under section 274(1 )(g) of the Companies Act, 1956.

12. ACKNOWLEDGEMENT

The Directors sincerely appreciate the enthusiasm and hard work displayed by all employees during the year. Your Directors also acknowledge their appreciation of the continued assistance and support given by the esteemed customers, suppliers, bankers and various departments of Central and State Governments.



For and on behalf of the Board of Directors

JAIPAN INDUSTRIES LIMITED

J. N. AGARWAL

(Chairman & Managing Director)

Place : Mumbai

Dated : 4th September, 2009.

Registered Office:

17, Cama Industrial Estate,

Walbhatt Road,

Goregaon (East),

Mumbai - 400 063.