Directors Report of Jay Energy and S. Energies Ltd.

Mar 31, 2014

Dear Members,

Your Directors have pleasure to submit their Directors Report for the year ended on 31st March, 2014.

1) FINANCIAL REVIEW: [Rs in Lacs]

Particulars Year ending Year ending 31st March, 31st March, 2014 2013

Total Income 15.05 -

Total Expenditure 15.07 29.27

Gross Profit/(loss) (0.02) (29.27)

Less:

Depreciation - -

Provision for taxation - -

Extra Ordinary Items - -

Tax Expense

Adjustment for earlier years - -

Profit/(loss) After Tax (0.02) (29.27)

2) OPERATIONS:

The Company has achieved sales turnover of Rs. 15.05 Lacs during the year compared to Rs. NIL during the previous year. The Company has incurred net loss of Rs. 0.02 Lacs compared to Rs. 29.27 Lacs in the previous year. Your directors are optimistic of achieving much better results in the next year.

3) DIVIDEND:

Since the Company has earned loss in the Financial Year ended on 31.03.2014. Hence no dividend is declared by the Company.

4) FIXED DEPOSIT :

During the year under report, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act, 1956 and corresponding Section 73 to 76 of the Companies Act, 2013, are applicable.

5) PARTICULARS OF EMPLOYEES:

The particulars of the employee of the Company drawing total remuneration of Rs.60,00,000/- per annum or Rs.5,00,000/- per month as required U/S 217 (2A) of the Companies Act, 1956 is Nil.

6) DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

I. that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2014 being end of the financial year 2013-14 and of the Profit of the Company for the year.

III. that the Directors have taken 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 fraud and other irregularities.

IV. that the Directors have prepared the annual accounts on a going concern basis.

7) DIRECTORS:

Pursuant to the provisions of Section 160 of the Companies Act, 1956 and the Articles of Association of the Company Mr. Ravi P. Gandhi appointed as an additional director w.e.f. 1st August, 2013 and regularised as Independent Non-Executive Director in previous AGM and Mr. Goravrajsingh V. Rathore appointed as an additional director w.e.f. 1st August, 2013 and ceased from directorship on 14th September, 2013. Further Lokesh Chayansingh Shekhawat appointed as an additional director on 15th April, 2013 and ceased from directorship 14th September, 2013.

During the year Mr. Kuntal Jyotindra Kavi, Mr. Dhenuk Jayeshkumar Kavi ceased from Directorship w.e.f. 01st August, 2013.

Mr. Mukesh Shah, Director of the Company will retire by rotation in the ensuing annual general meeting and being eligible offer himself for reappointment.

8) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

1) CONSERVATION OF ENERGY :

A. Energy Conservation measures taken: The Company gives top most priority to energy conservation.

B. Additional investment and proposal if any being implemented for reduction in consumption of energy : NIL

C. Energy consumption in terms of electricity, LDO and Gas : NIL.

D. Total energy consumption and energy consumption per unit of production: NIL.

2) TECHNOLOGY ABSORPTION :

A. Adoption and innovation: N.A.

B. Research and development ( R & D ) : NIL

3) FOREIGN EXCHANGE EARNINGS AND OUT GO : NIL

9) AUDITORS:

The present Auditors of the Company M/s. Praful N. Shah& CO., Chartered Accountants, Ahmedabad were appointed as Auditors and will retire at the ensuing Annual General Meeting. M/s. Praful N. Shah& CO., Chartered Accountants, Ahmedabad have submitted certificate for their eligibility for appointment under Section 139 of the Companies Act, 2013. Board of Directors of your Company favour his re-appointment as Auditors of the Company and such re-appointment, if done, shall be up to the conclusion 28th Annual General Meeting to the conclusion of 32nd Annual General Meeting of the Company.

The notes and remarks of Auditors are self explanatory and therefore do not require any further clarification.

10) CORPORATE GOVERNANCE:

Pursuant to the requirements of the Listing Agreement with Stock Exchanges, your Directors are pleased to annex the following:

1. Management Discussion and Analysis Report.

2. A report on Corporate Governance along with Auditor's Certificate relating to compliance of conditions thereof.

11) LISTING:

The Equity shares of the Company are listed on Ahmedabad and Bombay Stock Exchanges. The Company has paid Annual Listing Fees of Bombay Stock Exchange, up to the year 2013-14.

12) ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the Co-Operation and Assistance received from the Banks, Government, Employees and all those associated with the Company during the year under review.

For and on behalf of the Board

Place: Ahmedabad Date: 14/08/2014 Mihirbhai S. Parikh Saurin J. Kavi Director Director

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting before you the 26th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (Amt . Rs. In Lakhs ) 2011-2012 2010-2011

Total Income 16.79 28.74

Total Expenditure 17.47 22.11

Profit before Tax -0.67 6.63

Profit after Tax -0.67 3.98

FINANCIAL & OPERATIONAL HIGHLIGHTS Because of persistent recession prevailing in the Economy, in general and in financial markets, in particular. Your company could not made any turn around and therefore witnessed the undesirable operations during the year under review.

DIVIDEND The Board of Directors of the Company has not declared any dividend for 2011-2012.

FIXED DEPOSITS The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

SSI DUES The Company has no dues outstanding for more than 30 days to any small scale undertaking.

AUDIT COMMITTEE The Company has formed an Audit committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS During the year under review, Mr. Mihir Parikh will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment..

AUDITORS M/s Manish Kailash Agrawal & Co., Chartered Accountants of Ahmedabad(Guj.) have shown their unwillingness to continue to be the auditors of the company on 23.04.2012 hence the company approached M/s. Praful N. Shah & Co., Chartered Accountants, Ahmedabad and after obtaining their approval in writing, the company appointed them as auditors of the company in the duly convened EGM held on 23/05/2012.

M/s. Praful N. Shah & Co., Chartered Accountants have given their consent for re-appointment of Auditors of the Company.

PARTICULARS OF EMPLOYEES There was no employee in the Company whose particulars are required to be furnished as per section 2 17 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO. The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the financial activities.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm :

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 and of the profit of the Company for that period;

© that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detectingn fraud and other irregularities;

(d) that the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, Officers and other employees of the Company throughout the year.

By order of the Board For JAY ENERGY AND S.ENERGIES LTD.

Sd/- Place : AHMEDABAD SAURIN J KAVI Date : 02/09/2012 CHAIRMAN

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Mar 31, 2011

The Members of the Company,

The Directors have pleasure in presenting before you the 24th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS 2010-2011 2009-2010

Total Income 28.74 15.33

Total Expenditure 22.11 15.22

Profit before Tax 6.63 0.11

Profit after Tax 3.98 0.07



FINANCIAL & OPERATIONAL HIGHLIGHTS

Because of persistent recession prevailing in the Economy, in general and in financial markets, in particular. Your company could not made any turn around and therefore witnessed the undesirable operations during the year under review.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2010-2011.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

SSI DUES

The Company has no dues outstanding for more than 30 days to any small scale undertaking.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of 3 directors. The terms of the

reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, Mr. Rajesh Sutaria & Mukesh K Shah will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re- appointment.

AUDITORS

M/s. Praful N. Shah & Co., Chartered Accountants have shown their unwillingness to continue to be the auditors of the company hence the company approached M/s Manish Kailash Agrawal & Co., Chartered Accountants of Ahmedabad(Guj.) and after obtaining their approval in writing, the company appointed them as auditors of the company in the duly convened EGM.

M/s. Manish Kailash Agrawal & Co., Chartered Accountants have given their consent for re- appointment of Auditors of the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

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

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the financial activities.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm :

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 and of the profit of the Company for that period;

That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, Officers and other employees of the Company throughout the year.

By order of the Board For JAY ENERGY AND S.ENERGIES LTD.

Sd/- Place : AHMEDABAD SAURIN J KAVI Date : 02/09/2011 CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting before you the 24th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31 March, 2010.

FINANCIAL RESULTS (Amt. Rs. In Lakhs)

2009-2010 2008-2009

Total Income 15.33 14.26

Total Expenditure 15.22 14.36

Profit before Tax 0.11 -0.10

Profit after Tax 0.07 -0.10

FINANCIAL & OPERATIONAL HIGHLIGHTS

Because of persistent recession prevailing in the Economy, in general and in financial markets, in particular. Your company could not make any turn around and therefore witnessed the depressive operations during the year under review.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2009-2010.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

SSI DUES

The Company has no dues outstanding for more than 30 days to any small scale undertaking.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, Mr. Saurin J Kavi will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re- appointment.

AUDITORS

M/s. Praful N. Shah & Co., Chartered Accountants have given their consent for re-appointment of Auditors of the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

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

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption a s required to be disclosed is not applicable to your company since it is engaged in the financial activities.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm:

(a) That in the preparation of annual accounts, the applicable accounting standards have been followed.

(b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and of the profit of the Company for that period;

(c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report.

A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, Officers and other employees of the Company throughout the year.

By order of the Board

For, JAY ENERGY AND S.ENERGIES LTD.

Sd/-

SAURIN J KAVI

CHAIRMAN

Place: AHMEDABAD

Date: 03/09/2010

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Mar 31, 2009

The Directors have pleasure in presenting before you the 23RD Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS

(Amt. Rs. In Lakhs)

2008-2009 2007-2008

Total Income 14.26 12.33

Total Expenditure 13.25 12.38

Profit before Tax -0.10 -0.06

Profit after Tax -0.10 -0.06



FINANCIAL & OPERATIONAL HIGHLIGHTS

Because of persistent recession prevailing in the Economy, in general and in financial markets, in particular. Your company could not made any turn around and therefore witnessed the depressive operations during the year under review.

DIVIDEND

The Board of Directors of the Company has not declared any dividend for 2008-2009.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year attracting the provisions of section 58A of the Co. Act, 1956 and Rules framed there under.

SSI DUES

The Company has no dues outstanding for more than 30 days to any small scale undertaking.

AUDIT COMMITTEE

The Company has formed an Audit committee comprising of 3 directors. The terms of the reference of the committee are in line with the requirements specified u/s. 292A of the Co-Act, 1956 and Corporate Governance as stated in Clause 49 of the Listing Agreement.

DIRECTORS

During the year under review, Mr. Siddharth Mundra will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment..

AUDITORS

M/s. Praful N. Shah & Co., Chartered Accountants have given their consent for re-appointment of Auditors of the Company.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended upto date.

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

The information under section 217(1) (e) of the Companies Act, 1956 on Conservation of Energy, Technology Absorption as required to be disclosed is not applicable to your company since it is engaged in the financial activities.

During the year under review the Company has no foreign exchange earnings and outgo.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act. 1956 the Directors confirm :

(a) that in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are 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 and of the profit of the Company for that period;

© that the Directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) that the Directors have prepared the Annual Accounts on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report. A certificate from Statutory Auditors with regards to the compliance of the corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and support received from Banks, shareholders, customers, Officers and other employees of the Company throughout the year.

By order of the Board

For JAY ENERGY AND S.ENERGIES LTD.

Sd/-

Place : AHMEDABAD MUKESH K SHAH

Date : 20/08/2009 CHAIRMAN