Directors Report of Jost's Engineering Company Ltd.

Mar 31, 2025

The Directors present herewith 118^th Annual Report together with the Audited Financial
Statements of the Company for the year ended March 31^st, 2025.

l.Financial Summary

(W in lakhs)

Particulars	Standalone		Consolidated
	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Profit Before tax	2,156	1,343	2,377	1,370
Less: Tax Expense :
Current Tax	557	343	573	349
Deferred Tax	(11)	-	49	-
Short/(Excess) Provision for Income tax of earlier years	2	32	1	31
Profit After Ta x	1,608	968	1,754	990
Profit After Tax (attributable to controlling interest)	1,608	968	1,754	990
Profit After Tax (attributable to non-controlling interest) Balance brought forwardt from previous year	-
	3,663	2,765	3,455	2,599
Amount available for appropriation	5,271	3,733	5,209	3,589
Add: Others	-	-	-	-64
Less: Dividend paid during the year	98	7 0	98	70
Balance carried forward	5,174	3,633	5,111	3,455

2. Dividend

The Directors are pleased to recommend a dividend of W1.25/- per share (125%) on Equity
Shares of W1/- each for the year ended March 31^st, 2025.

The Final Dividend, subject to the approval of Members at the AGM on Monday, 29^th September
2025, will be paid on or after Friday, 3^rd October 2025, to the Members whose names appear in
the Register of Members, as on Monday, 22^nd September 2025, being the cut-off date, i.e. one
day prior to the commencement of the Book Closure dates, i.e. Tuesday, 23^rd September, 2025
to Monday, 29^th September, 2025 (both days inclusive).

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020,
dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders.
The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax
at source (TDS)

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

Income for the year under review, was ?21,931/- lakhs as against ?17,553/- Lakhs in the
previous year. The profit before tax after exceptional item was ?2,156/- Lakhs as against
?1,343/- Lakhs in the previous year. Generally, business should continue to progress. Barring
unforeseen circumstances, there should be improved results in the current financial year
2025-26.

4. Performance of Subsidiary Companies

As on the date of this Annual Report, the Company has 4 (Four) subsidiaries and 1 (one) joint
venture company. A list of the companies that were considered in the Consolidated Financial
Statements (CFS) for the year ended 31^st March, 2025 is included in the notes to the CFS. The
CFS, prepared in accordance with Section 129(3) of the Act, and the applicable Accounting
Standards, forms part of this Annual Report. Additionally, a separate statement containing the
salient features of the financial statements of all subsidiaries and joint venture, in prescribed
Form AOC-1, is attached to the Financial Statements of the Company. This statement provides
details of the performance and financial position of each subsidiary and the performance of the
joint venture. The audited financial statements, together with related information and other
reports of each of the subsidiary companies are available on the Company''s website at https://-
iosts.com/uploads/investor/policies/Policy-on-Material-Subsidiary-06-11-2019.pdf The

summary of performance of the Company''s subsidiaries is provided as below:

MHE Rentals India Private Limited ("MHE Rentals")

MHE Rentals India Private Limited (''MHE'') is a Wholly Owned Subsidiary of the Company and is
engaged in equipment rental business. For the year ended March 31^st, 2025, the turnover was
?1424.89/- lakhs as against ?1311.08 lakhs in the previous year. The Profit for the year ended
March 31^st, 2025 was ? 82.62/- lakhs as against profit of ?83.65/- lakhs in the previous year.

Josts Engineering Inc.

Josts Engineering Inc. is a Wholly Owned Subsidiary of the Company and is engaged in trading
of Engineered goods. For the year ended March 31^st, 2025, the turnover was ?340/- lakhs as
against ?61.63/- lakhs in the previous year. The Profit for the year ended March 31^st, 2025 was
?91.67/- lakhs as against profit of ?23.52/- lakhs in the previous year.

JECL Engineering Limited

JECL Engineering Limited (''JECL'') is a Wholly Owned Subsidiary of the Company and is engaged
in the business of Manufacturing of Material Handling Equipments. JECL has commenced its
commercial production of Material Handling Equipments at its factory located at Plot No. L-5,
Add. MIDC, Kudawali Village, Murbad, Maharashtra, on 1^st April, 2025. Income for the year
under review, was ?621.08/- Lakhs. The Profit for the year ended March 31^st, 2025 was
?32.91/- lakhs against loss of ?15.66/- Lakhs during the previous year.

Josts Foundation

Josts Foundation, a not-for-profit company incorporated on 9^th August, 2024, was established
with the objective of undertaking Corporate Social Responsibility (CSR) initiatives. During the
year under review, the Foundation set up the Chhatrapati Shivaji Maharaj Skill Centre at
Murbad, aimed at providing vocational training to the local community and successfully trained
students who enrolled in the program. In addition, the Foundation undertook a tree plantation
drive, planting 1,000 saplings in and around the factory premises located at Plot No. L-5, Addl.
MIDC, Kudawali Village, Murbad, Maharashtra.

Suryavayu Renewable and Energy Solutions Private Limited

Suryavayu Renewable and Energy Solutions Private Limited (''SRESPL'') was incorporated as
Joint venture on 9^th December, 2024 to execute EPC Projects in Power sector and to do business
in Renewable energy sector, and such other matters as may be agreed from time to time. The
Company holds 50% of the Equity Share Capital of the Joint Venture, resulted as an Associate
of the Company. SRESPL is yet to commence its operations.

5. Share Capital

The Authorised Share Capital of the Company at the beginning of the financial year was
?1,00,00,000/- (Rupees One Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of
? 2/- (Rupees Two) each.

The Paid-up Share Capital of the Company at the beginning of the financial year was
?97,78,730 consisting of 48,89,365 equity shares of ?2/- each.

During the Financial year 2024-25, with the approval of the Shareholders at Annual General
Meeting held on 16^th September, 2024:

i) the Authorized Share Capital of the Company was increased from ? 1,00,00,000/- (Rupees
One Crores Only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of ?2/- (Rupees Two)
each to ? 10,00,00,000/-(Rupees Ten Crores Only) divided into 500,00,000 (Five Crores)
Equity Shares of ?2/- (Rupees Two) each.

ii) the authorized, issued, subscribed and paid up equity share capital of face value of ? 2/-
each stands sub-divided into equity shares of face value of ? l/- (Rupees One) each with
effect from 15^th November, 2024 (Record date).

Further, during the Financial Year 2024-25, the Company has allotted 2,00,000 equity shares of
?1/- each of the Company on 4^th December, 2024, towards conversion of warrants issued on
preferential basis.

As a result of the above stock split and allotment, the Authorised Share Capital of the Company
at the end of the financial year was ?10,00,00,000/- (Rupees Ten Crores Only) divided into
10,00,00,000 (Ten Crores) Equity Shares of ?1/- (Rupees One) each and the Paid-up Share
Capital of the Company at the end of the financial year increased to ? 99,78,730 (Rupees Ninety
Nine Lakh Seventy Eight Thousand Seven Hundred Thirty) consisting of 9978730 (Ninety Nine
Lakh Seventy Eight Thousand Seven Hundred Thirty) equity shares of ?1/- each.

6. Warrants

The Company during the Financial Year 2023-24 allotted 1,00,000 (One Lakhs) warrants on
preferential basis to the Promoter at a price of ?506.50/- each (Warrant Issue Price) pursuant
to the receipt of all approvals and receipt of 25% of the issue price from the allottees on
preferential basis and subsequent to stock split w.e.f 15^th November, 2024 all warrant allottees
were eligible to get 2 shares allotted against conversion of each warrant they have subscribed.
The option to convert needs to be exercised within 18 months from the date of allotment of
warrants.

Upon receipt of an amount aggregating to ?3,79,87,500/- (Rupees Three Crore Seventy Nine
Lakh Eighty Seven Thousand Five Hundred only) at the rate of ?379.875 (Rupees Three
Hundred Seventy Nine and Eight Seventy Five Paisa Only) per warrant (being 75% of the issue
price per warrant) from the allottees pursuant to the exercise of their rights of conversion into
equity shares in accordance with the provisions of SEBI (ICDR) Regulations, 2018, the Board of
Directors of the Company through resolution by circulation on 4^th December, 2024 have
considered and approved the allotment of 200,000 Equity shares of the face value of ?1/-each
as fully paid-up shares at a price of ?253.25/- per equity share (including premium of ?252.25/-
equity share), consequent upon the conversion of 100,000 Warrants issued earlier for

?506.50/-, after adjusting the number of shares, paid-up capital per share and premium per
share post sub-division of nominal value of the Equity Share of the Company from 1 Equity
Share of ?2/- each to 2 Equity Shares of ?1/- each.

The total funds raised and utilized during the financial year 2024-25 was ?3,79,87,500/-
(Rupees Three Crore Seventy Nine Lakh Eighty Seven Thousand Five Hundred only). The funds
had been utilised for the objects as stated in the Explanatory Statement to the Notice of the
Extra Ordinary General Meeting dated 9^th November, 2023 and there is no deviation or variation
in the use of proceeds from the preferential issue of equity shares upon conversion of warrants.

7. Rights Issue of Equity shares

During the year under review, the Board of Directors of the Company at its meeting held on 28^th
January, 2025, approved the issue of equity shares on a rights basis to the existing eligible
equity shareholders for an amount not exceeding ?50,00,00,000/- (Rupees Fifty Crores Only).
The proceeds of the said issue are proposed to be utilized towards interalia,

1. Funding the working capital requirement of the Company

2. General Corporate Purposes

Post FY 2024-25, the draft letter of offer dated April 28, 2025 duly approved by the Rights
Issues Committee was filed by the company with Bombay Stock Exchange (BSE).

The company received letter from Bombay Stock Exchange (BSE) granting in-principle approval
for undertaking the Issue dated 5^th August, 2025. Further, the Rights Issue Committee of the
Board of Directors fixed the Record date i.e. 20^th August, 2025 for the purpose of determining
the shareholders eligible to apply for the equity shares in the Rights Issue of the Company. The
Company has filed Letter of Offer (LoF) dated 13^th August, 2025 with Bombay Stock Exchange
(BSE) and Securities and Exchange Board of India (SEBI) duly approved by the Rights Issue
Committee at their meeting held on 13^th August, 2025.

8. Material Subsidiary

MHE Rentals India Private Limited is a Material Subsidiary of the Company as per the threshold
laid down by the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, as
amended. The Board of Directors of the Company has approved a policy for determining
material subsidiaries which is in line with the SEBI (Listing Obligations Disclosure
Requirements) Regulations, 2015, as amended from time to time. The policy has been uploaded
on the company''s website at www.josts.com at web link https://iosts.com/uploads/inves-
tor/policies/Policy-on-Material-Subsidiary-06-11-2019.pdf.

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

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

10. Cyber Security

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

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

11. Directors'' Responsibility Statement

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

(i) That in the preparation of the Annual Accounts for the year ended March 31^st, 2025, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, had been followed with proper explanation and there are no material departures from
the same;

(ii) The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31^st, 2025 and of the profit of
the Company for the year ended on that date;

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

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

(v) That the Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating effectively; and

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

12. Particulars of employees

The information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not given, as no employee, employed throughout the
financial year 2024-25, was in receipt of the remuneration of ?102 lakhs or more and no em¬
ployee, employed for the part of the financial year 2024-25 was in receipt of remuneration of
?8.50 lakhs or more per month.

13. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has
placed a copy of the Annual Return as at March 31, 2025 on its website at www.josts.com at
web link:https://iosts.com/uploads/investor/annual-returns/Final%20to%20upload MGT-7.pdf

14. Deposits

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

15. Particulars of Loans, Guarantees and Investments

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

16. Code of Conduct (Code) for Board Members and Senior Management

16. The Company has adopted, the Code for enhancing further ethical and transparent process
in managing the assets and affairs of the Company. This Code has been posted on the website
of the Company fwww.iosts.com) at web link: https://iosts.com/uploads/investor/poli-
cies/code-of-conduct-29-05-2025.pdf

17. Vigil Mechanism / Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013, and Rule 7 of the
Companies (Meetings of Board and its powers) Rules, 2014, the Company has established Vigil
Mechanism / Whistle Blower Policy to encourage Directors and Employees of the Company to
bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee,
Company Secretary and HR Head, the instances of unethical behavior, actual or suspected inci¬
dence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code)
that could adversely impact the Company''s operations, business performance or reputation.
The Vigil Mechanism / Whistle Blower Policy has been posted on the website of the Company
(www._iosts.com) at the weblink https://josts.com/uploads/investor/policies/Whistle-Blow-
er-Policy-14-08-2023.pdf

18. Risk Management Policy

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

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

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

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

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

The Risk Management Policy has been posted on the website of the Company (www.josts.com)
at the web-link: https://josts.com/uploads/investor/policies/risk-management-policy-29-05-
2025.pdf.

19. Nomination and Remuneration Policy

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

The Nomination and Remuneration Policy has been posted on the website of the Company
(www.josts.com) at web link: https://josts.com/uploads/investor/policies/nomina-

tion-and-remuneration-policy-29-05-2025.pdf

20. Prevention of Sexual Harassment

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

The Policy on prevention of sexual harassment of women at workplace has been posted on the
website of the Company (www.josts.com) at web-link:https://iosts.com/uploads/investor/poli-
cies/Prevention%20of%20Sexual%20Harassment%20of%20Women%20at%20Workplace 09.11.2023.pdf

21. Independent Directors'' Meeting

During the year under review, a separate meeting of the Independent Directors of the Company
was held on January 28^th, 2025 and attended by all the Independent Directors of the Company
without the presence of Non-Independent Directors and members of the management and
reviewed the performance of Non-Independent Directors and the Board as a whole and the
Chairperson of the Company, taking into account the views of Executive Directors and Non¬
Executive Directors. The Independent Directors also reviewed the quality, quantity and
timeliness of the flow of information between the Management of the Company and the Board
including its Committees which is necessary to effectively and reasonably perform and
discharge their duties.

22. Board Evaluation

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

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

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

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

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

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

The performances of Committees were evaluated on parameters such as whether the
Committees of the Board are appropriately constituted, Committees has an appropriate number
of meetings each year to accomplish all its responsibilities, Committees maintain the
confidentiality of their discussions and decisions, Committee conducts a self-evaluation at least
annually, Committees make periodically reporting to the Board along with its suggestions and
reco m me n d atio n s.

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

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

23. Related Party Transactions

All contracts/ arrangements/ transactions entered by the Company during FY 2024-25 with
related parties were on an arm''s length basis and in the ordinary course of business. There were
no Material Related Party Transactions (MRPTs) undertaken by the Company during the year
that require Shareholders'' approval under Regulation 23(4) of the SEBI Listing Regulations or
Section 188 of the Act. The approval of the Audit Committee was sought for all RPTs. Certain
transactions which were repetitive in nature were approved through omnibus route. All the
transactions were in compliance with the applicable provisions of the Act and SEBI Listing
Regulations. Details with respect to transaction(s) with the Related Party(ies) entered into by
the Company during the reporting period are disclosed in the accompanying Financial
Statements and the details pursuant to clause (h) of Section 134(3) of Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 are given in Form AOC-2 is annexed as Annexure "B" to
the Board''s Report

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

Related Party Transactions Policy as approved by the Board has been uploaded on the
Company''s website www.jost.com at the web link: https://iosts.com/uploads/investor/poli-
cies/policy-on-related-party-transaction-29-05-2025.pdf

24. Number of Meetings of the Board

The particulars of the meetings held during the year along with the details regarding the
meetings attended by the Directors form part of the Corporate Governance Report.

The composition of the Board and its committees is in the report on Corporate Governance.

25. Committees Meeting of the Board

During the period under review, 2(Two) Meetings of Nomination and Remuneration Committee,
4(Four) Meetings of Stakeholders Relationship Committee, 4(Four) Meetings of Audit
Committee, 2(Two) Meetings of Corporate Social Responsibility Committee, 6(Six) Meetings of
Share Transfer Committee, the details of which are given in the Corporate Governance Report
forming part of this Annual Report.

26. Audit Committee

As on 31^st March, 2025, the Audit Committee of the Company consists of Mr. Sanjiv Swarup, as
Chairman of the Committee and Mr. Jai Prakash Agarwal, Mrs. Rekha Shreeratan Bagry as mem¬
bers of the Committee. Mrs. Babita Kumari, Company Secretary, acts as secretary to the Audit
Committee.

Mr. Pramod Kumar Maheshwari, Independent Director was inducted as member of Audit Com¬
mittee with effect from 30^th May, 2025.

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

27. Auditors

(i) Statutory Auditors

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

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

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

(ii) Secretarial Auditor

Pursuant to the amendment to the Listing Regulations, the Board, at its meeting held on
14^th August, 2025 based on the recommendations of the Audit Committee, has
considered, approved, and recommended to the Members of the Company the
appointment of M/s Anubhuti Akshay & Associates (Firm Registration No. -
P2015RJ043900) a peer reviewed firm of Company Secretaries in Practice as Secretarial
Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive
years from the financial year 2025-26 to the financial year 2029-30, on payment of such
remuneration as may be mutually agreed upon between the Board and the Secretarial
Auditors from time to time.

M/s Anubhuti Akshay & Associates have confirmed they are not disqualified from being
appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility
criteria.

Explanation to the observation made by the Secretarial Auditor in its report

With regard to the observation made by the Secretarial Auditor in its Report, we wish to
state as under:

As regards failure to disclose the pendency of the litigation as per Regulation 30 of SEBI
(Listing Obligations and Disclosure Requirement) Regulations, 2015 read with Circular
No. SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, the
Company on knowing of the facts the company has reported the disclosure in the
Integrated Corporate Governance for the quarter ended 31st March, 2025, so as to
comply with the reporting of the same to the Stock Exchange. The Company had
reviewed and strengthened internal processes to ensure timely disclosure of material
information in future. The Company shall ensure that such delays are avoided in future.

During the year under review, the Secretarial Auditors have not reported any instances
of fraud under Section 143(12) of the Act and therefore disclosure of details under
Section 134(3)(ca) of the Act is not applicable.

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

Secretarial Audit Report of Material Unlisted Subsidiary

As per regulation 24(A) of SEBI Listing Regulations, a listed company is required to annex
the secretarial audit report of its material unlisted subsidiary in India to its Annual
Report. MHE Rentals India Private Limited (''MHE'') has been identified as Material Unlisted
Subsidiary of the Company in India for the Financial Year ended 31^st March 2025 and
accordingly the Company is annexing the Secretarial Audit Report of MHE as Annexure
C.

(iii) Internal Auditors

Your Directors, during the year under review, has appointed M/s S.G.C.0 & Co. LLP, to act
as the Internal Auditors of the Company for the financial year 2024-25 pursuant to
section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules,
2014.

Further, the Board has re-appointed M/s S.G.C.0 & Co., LLP as the Internal Auditors of
the Company for the FY 2025-26.

(iv) Cost Records & Cost Audit

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

As per Section 148 of the Act, the Company is required to have the audit of its cost
records conducted by a Cost Accountant. The Board, based on the recommendation of
the Audit Committee, has appointed M/s. R. R. Ahirwar & Associates, Cost and
Management Accountants (Firm Registration No. 103745) as Cost Auditors for the finan¬
cial year 2025-26. M/s. R. R. Ahirwar & Associates, Cost and Management Accountants,
being eligible, have consented to act as the Cost Auditors of the Company for the
financial year 2025-26. The remuneration of ?1,30,000/- (Rupees One Lakh Thirty
Thousand Only) exclusive of taxes and out-of-pocket expenses incurred in connection
with the aforesaid audit, is proposed to be paid to the Cost Auditors, subject to
ratification by the Members of the Company at the ensuing AGM.

M/s. R. R. Ahirwar & Associates, Cost and Management Accountants, have confirmed that
they are not disqualified from being appointed as the Cost Auditors of the Company and
satisfy the prescribed eligibility criteria.

The Cost Audit Report issued for the financial year 2024-25, does not contain any
qualification, reservation, or adverse remark. During the year under review, the Cost
Auditors have not reported any instances of fraud under Section 143(12) of the Act and
therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable.

28. Corporate Social Responsibility (CSR)

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

The CSR Committee undertakes CSR activities in accordance with its Corporate Social
Responsibility Policy (CSR Policy) uploaded on the Company''s website at www.josts.com at the
web link: https://iosts.com/uploads/investor/policies/CSR-Policy-14-11-2022.pdf

The 2% of the average net profit, as calculated pursuant to the provisions Companies Act, 2013,
to be spent for CSR expenditure in the Financial Year 2024-25 was Rs 19.77 Lakhs, whereas
total amount spent by the Company on CSR activities was Rs. 20.05 Lakhs. The detailed report
on CSR activities is enclosed as Annexure "D" to the Boards'' report

29. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013, and Rule
5(1) of Companies (Appointment and Remuneration of Managerial Personnel),
Rules, 2014

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

30. Management Discussion and Analysis Report

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

31. Corporate Governance

The Corporate Governance Report for the year ended March 31^st, 2025 along with Certificate of
Compliance of conditions of the Corporate Governance received from the M/s Akshay Gupta &
Co., practicing Company Secretary, as per the requirements of SEBI (Listing Obligations and
Disclosure Requirements) is annexed as Annexure "G" and forms an integral part of this
Boards'' Report.

32. Internal Control System

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

The internal control is supplemented by the detailed internal audit program, reviewed by
management and by the Audit Committee and documented Policies, SOPs, Guidelines and
Procedures.

The Internal Audit monitors and evaluates the efficacy and adequacy of internal control

system in the company, its compliance with operating systems, accounting procedures and
policies at all locations of the company.

33. Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators / Courts that would
impact the going concern status of the Company and its future operations. However, members''
attention is drawn to the statement on ''Contingent Liabilities'' in the notes forming part of the
Financial Statements.

34. Declaration of Independence

All Independent Directors of the Company have given requisite declarations under Section
149(7) of the Act, that they meet the criteria of independence as laid down under Section
149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing
Regulations and have complied with the Code of Conduct of the Company as applicable to the
Board of Directors and Senior Management. In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have confirmed that they are not aware of any circum¬
stance or situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and without any
external influence. The Company has received confirmation from all the Independent Directors
of their registration on the Independent Directors Database maintained by the Indian Institute
of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014.

35. Directors and Key Managerial Personnel

The list of Directors and Key Managerial Personnel at the end of the reporting period is as
under:

Name	Designation	Category
Mr. Jai Prakash Agarwal (DIN: 00242232)	Chairman and Whole Time Director	Executive
Mr. Vishal Jain (DIN: 00709250)	Managing Director & CEO	Executive
Mrs. Shikha Jain (DIN: 06778623)	Director	Non-Executive
Mr. Sanjiv Swarup (DIN:00132716)	Independent Director	Non-Executive
Mrs. Rekha Shreeratan Bagry (DIN: 08620347)	Independent Director	Non-Executive
Mr. Pramod Kumar Maheshwari (DIN: 00185711)	Independent Director	Non-Executive
Mr. Rohit Jain	Chief Financial Officer (CFO)	Key Managerial Personnel
Mrs. Babita Kumari	Company Secretary & Compliance Officer	Key Managerial Personnel

Mrs. Shikha Jain (DIN: 06778623), Non Executive Director of the Company retires by rotation
at the ensuing Annual General Meeting and being eligible offered herself for re-appointment.

Mr. Rohit Jain, Chief Financial Officer (''CFO'') of the Company resigned with effect from 31^st May,
2025. The Board places on record its appreciation for the contribution made by him during his
tenure as CFO of the Company. Mr. Pranesh Bhandari was appointed as Chief Financial Officer
(''CFO'') of the Company with effect from 1^st June, 2025 in his place.

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

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

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

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

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

In light of the aforesaid provisions, the Company is required to transfer dividends which
remained unpaid/ unclaimed for a period of seven years to the IEPF established by the Central
Government. The unpaid/ unclaimed dividend for the year ended March 31, 2018 is due for
transfer to IEPF on or after 4^th September, 2025.

During the period under review, the Company transferred 3,825 Equity Shares of ?2/- each, on
which dividend of the year 2017 remained unclaimed for seven consecutive years to Investor
Education and Protection Fund (IEPF) pursuant to Section 124 (6) of the Companies Act, 2013
within the scheduled time.

Further, a Dividend amount of ?18,512/- which remained unclaimed against dividend of the
year 2017, was transferred to IEPF pursuant to Section 124 of the Companies Act, 2013 within
the Scheduled time.

37. Statement on compliances of applicable Secretarial Standards

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

38. Material changes and commitments if any

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

39. Disclosure of Accounting Treatment

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

40. Change in the nature of business

During the period under review, the Company has close down its manufacturing facility at Thane
Factory with effect from 31^st January, 2025. Presently, the Company is engaged in business of
sales and services of Material Handling Equipments and Engineered Products.

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

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

42. Proceeding under Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has neither made any application nor any
proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code"). Fur¬
ther, at the end of the financial year, Company does not have any proceedings related to IBC
Code.

43. Reserves

During the financial year ended March 31^st, 2025, no amount was transferred to General
reserves.

44. Compliance with Maternity Benefit Act

The Company is committed to ensure the welfare of its women employees and provides
maternity benefits as per the statutory requirements.

Your directors further state that the Company has complied with the provisions of the Maternity
Benefit Act, 1961 during the year under review.

45. Details of difference between the amount of the valuation done at the time of one
time settlement and the valuation done while taking loan from the Banks of Financial
Institutions.

During the year under review, there has been no one-time settlement of Loans taken from Bank
and Financial Institutions. Hence the said clause is not applicable to the Company.

46. Acknowledgements

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

For and on behalf of the Board

Sd/-

Jai Prakash Agarwal
Chairman and Whole Time Director

DIN:00242232

Date: 14^th August , 2025
Place: Mumbai

---

Mar 31, 2024

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

1.Financial Summary

(? in lakhs)

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

2. Dividend

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

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

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

4. Performance of Subsidiary Companies

MHE Rentals India Private Limited ("MHE Rentals")

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

Josts Engineering Inc.

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

JECL Engineering Limited

This Wholly Owned Subsidiary has commissioned its trial production of Greenfield Manufacturing facility of Material Handling Equipments at Plot No. L-5, Add. MIDC, Kudawali Village, Murbad, Maharashtra, on 10th May, 2024. Income for the year under review, was ? Nil. Your company has incurred a loss of ? 16 Lakhs during the year under review as against Loss of ? 1 Lakhs for the previous year.

5. Share Capital

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

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

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

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

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

ii) Sub-division of Equity Shares from the face value of ?2/- per share to face value of ?1/- per share and consequent alteration in Memorandum of Association of the Company.

6. Preferential issue of Equity Shares

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

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

7. Preferential issue of Warrants

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

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

8. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in terms of requirement of Companies Act, 2013 and in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries / Associate Companies / Joint Ventures is given in Form AOC - 1, which is attached to the Financial Statements of the Company.

9. Material Subsidiary

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

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

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

11. Cyber Security

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

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

12. Directors'' Responsibility Statement

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

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

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

(iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

13. Particulars of employees

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

14. Annual Return

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

15. Deposits

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

16. Particulars of Loans, Guarantees and Investments

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

17. Code of Conduct (Code) for Board Members and Senior Management

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

18. Vigil Mechanism / Whistle Blower Policy

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

19. Risk Management Policy

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

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

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

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

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

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

20. Nomination and Remuneration Policy

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

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

21. Prevention of Sexual Harassment

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

22. Committees of the Board

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

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

Share Transfer Committee

* Mr. Shailesh Sheth (DIN: 00041713), Chairman * Mr. Farokh Kekhushroo Banatwalla (DIN: 02670802)-Member **Mrs. Rekha Shreeratan Bagiy (DIN: 08620347)- Chairman **Mr. Sanjiv Swarup (DIN: 00132716) - Member Mr. Jai Prakash Agarwal (DIN: 00242232)-Member

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

23. Independent Directors Meeting

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

24. Meetings of the Board

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

25. Board Evaluation

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

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

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

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

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

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

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

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

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

26. Related Party Transactions

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

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

Related Party Transactions Policy as approved by the Board has been uploaded on the Company''s website www.iosts.com at the web link: https://iosts.com/wp-content/up-loads/2022/04/14. l-Policy-on-Related-Party-Transaction-10-02-2022.pdf

27. Maintenance of Cost Records

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

(i) Statutory Auditors

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

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

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

(ii) Secretarial Auditor

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

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

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

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during the year under review.

(iii) Internal Auditors

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

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

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

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

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

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

29. Corporate Social Responsibility (CSR)

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

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

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

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

Rules, 2014

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

31. Management Discussion and Analysis Report

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

32. Corporate Governance

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

33. Internal Control System

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

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

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

34. Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations. However, member''s attention is drawn to the statement on ''Contingent Liabilities'' in the notes forming part of the Financial Statements.

35. Declaration of Independence

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

36. Directors and Key Managerial Personnel

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

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

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

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

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

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

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

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

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

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

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

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

38. Statement on compliances of applicable Secretarial Standards

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

39. Material changes and commitments, if any

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

40. Disclosure of Accounting Treatment

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

41. Change in the nature of business

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

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

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

43. Proceeding under Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC Code"). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code.

44|. Reserves

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

45. Acknowledgements

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

For and on behalf of the Board

Sd/-

Jai Prakash Agarwal Chairman and Whole Time Director

DIN:00242232

Date: August 7^th, 2024 Place: Thane

---

Mar 31, 2023

The Directors present herewith 116th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31st, 2023.

l.Financial Summary

(? in lakhs)

Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Profit Before tax	972	651	1,009	660
Less: Tax Expense:
Current Tax	282	202	282	202
Deferred Tax	-10	1	-10	1
Short/(Excess) Provision for Income tax of earlier years	6	1	6	1
Profit After Tax	694	447	731	456
Profit After Tax (attributable to controlling interest)	694	447	708	450
Profit After Tax (attributable to noncontrolling interest)	-	-	23	6
Balance brought forward from previous year	2,127	1,708	1,926	1,511
Amount available for appropriation	2,821	2,155	2,654	1,954
Less: Dividend paid during the year	56	28	56	28
Balance carried forward	2,765	2,127	2,598	1,926

2. Dividend

The Directors are pleased to recommend a dividend of ? 1.5/- per share (75%) on Equity Shares of ? 2/- each for the year ended March 31st, 2023.

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

Income for the year under review, was ?16,052 lakhs as against ? 11,389 Lakhs in the previous year. The profit before tax was ? 972 Lakhs as against ? 651 Lakhs in the previous year. Generally, business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current financial year 2023-24.

4. Performance of Subsidiary Companies

MHE Rentals India Private Limited (“MHE Rentals”)

This Subsidiary is engaged in the equipment rental business. For the year ended March 31st, 2023, the turnover was ?1352 lakhs as against ?1271 lakhs in the previous year. The Profit for the year ended March 31st, 2023 was ?57 lakhs as against a profit of ?15 lakhs in the previous year. Further, pursuant to the acquisition of shares by the company from existing shareholders of MHE Rentals, as approved by the Board of Directors of the company, MHE Rentals become Wholly Owned Subsidiary of the Company on 8th August, 2023.

Jost''s Engineering Inc.

The Company had incorporated a Wholly Owned Subsidiary Company outside India, namely, Jost''s Engineering Inc. in USA during the Financial Year. This entity has not yet commenced any business activities since incorporation.

JECL Engineering Limited

The Company had incorporated a Wholly Owned Subsidiary Company in India, namely, JECL Engineering Limited, on

12th December, 2022. The company is in the process of setting up a factory to commence its manufacturing activities at Murbad, Thane.

5. Share Capital

Authorized Share Capital: Your Company has its Authorized Share Capital of Rs. 1,00,00,000 divided into 20,00,000 Equity Shares of ? 5/- each as on 31st March, 2023.

Issued, Subscribed and Paid up Share Capital: Your Company has its Issued, Subscribed and Paid up Share Capital of ? 93,28,730 divided into 18,65,746 Equity Shares of ? 5/- each as on 31st March, 2023.

Pursuant to the Stock Split approved by Board of Directors in their meeting held on 7th February, 2023 and approval of shareholders at their Extra Ordinary General Meeting held on 23rd March, 2023, the authorized, issued, subscribed and paid up equity share capital of face value of ? 5/- each stands sub-divided into equity shares of face value of ? 2/-(Rupees Two) each with effect from 28th April, 2023 (Record date).

6. Stock Split

During the financial year ended 31st March, 2023, in order to improve the liquidity of Company’s shares in the stock market and to make it more affordable for the small investors and also to broad base the small retail investors, the Board of Directors of the Company at its meeting

held on 7th February, 2023 approved sub-division/split of face value of equity shares of the Company and the same was also approved by the members at their meeting held on 23rd March, 2023 pursuant to which equity share having face value of ? 5/- each of the Company was sub-divided/split into such number of equity shares having face value of ? 2/-each with effect from 28th April, 2023 (record date for sub-division).

Necessary approvals from the BSE Limited for sub-division of shares and confirmation from the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for assignment of new ISIN were duly taken care. Further, Capital clause of the Memorandum of Association of the Company has been amended accordingly. The Company⁵ s equity shares are listed and actively traded on the BSE Limited.

7. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in terms of requirement of Companies Act, 2013 and in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5

Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries / Associate Companies / Joint Ventures is given in Form AOC - 1, which is attached to the Financial Statements of the Company.

8. Material Subsidiary

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

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies(Accounts) Rules, 2014 is annexed as Annexure “A” to the Boards’ Report.

10. Directors'' Responsibility Statement

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

(i) that in the preparation of the Annual Accounts for the year ended March 31st, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed with proper explanation and there are no material departures from the same;

(ii) the directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2023 and of the profit of the Company for the year ended on that date;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis;

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

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

11. Particulars of employees

The information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not given, as no employee, employed throughout the financial year 2022-23, was in receipt of the remuneration of ? 102 lakhs or more and no employee, employed for the part of the financial year 2022-23 was in receipt of remuneration of ? 8.50 lakhs or more per month.

12. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2023 on its website at www.josts.com at web link: https://josts.com/wp-

content/uploads/2023/08/MGT-7-Annual-

Return-2022-23.pdf

13. Deposits

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

14. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, have been disclosed in the Financial Statements at the appropriate places.

15. Code of Conduct (Code) for Board Members and Senior Management

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

16. Vigil Mechanism / Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013, and Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage Directors and Employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company''s

operations, business performance or reputation. The Vigil Mechanism / Whistle Blower Policy has been posted on the website of the Company (www.josts.com).

17. Risk Management Policy

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

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

The Policy provides for constitution of Risk Management Core Group (RMCG) consisting of Functional / Departmental / Product line heads and headed by Chairman of the Company. The RMCG shall be collectively responsible for developing the Company''s Risk Management principles and Risk Management expectations, in addition to those specific responsibilities as outlined in the Policy. The RMCG will provide updates to the Audit Committee and Board of Directors of the Company on key risks faced by the Company, if any, and the relevant mitigant actions.

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

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

18. Nomination and Remuneration Policy

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

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

19. Prevention of Sexual Harassment

The Company has constituted an “Internal Complaints Committee” in compliance with the Sexual Harassment of Women at work place (Prevention,

Prohibition and Redressal) Act,2013. During the year under review, no complaints of Sexual Harassment were reported to the Board.

20. Committees of the Board

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

(i) Audit Committee	Mr. F. K. Banatwalla (DIN: 02670802) -Chairman Mr. Shailesh Sheth (DIN: 00041713) -Member Mr. Jai Prakash Agarwal (DIN: 00242232) -Member
(ii) Nomination and Remuneration Committee	Mr. Shailesh Sheth (DIN: 00041713) Chairman Mr. Marco Wadia (DIN: 0 0244357) Member Mr. F. K. Banatwalla (DIN: 02670802) -Member
(iii) Stakeholders Relationship Committee	Mr. Shailesh Sheth (DIN: 00041713) -Chairman Mr. F.K. Banatwalla (DIN: 02670802) -Member Mr. Jai Prakash Agarwal (DIN: 00242232) - Member
(iv) Corporate Social Responsibility Committee	Mr. Jai Prakash Agarwal (DIN: 00242232) -Chairman Mr. Vishal Jain (DIN: 00709250) - Member Mr. F. K. Banatwalla (DIN: 02670802) -Member
(v) Share Transfer Committee*	Mr. Shailesh Sheth (DIN: 00041713) -Chairman Mr. F.K. Banatwalla (DIN: 02670802) -Member Mr. Jai Prakash Agarwal (DIN: 00242232)-Member

* The Board of Directors in their meeting held on February 7th, 2023 had constituted “Share Transfer Committee” with immediate effect.

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

21. Independent Directors'' Meeting

During the year under review, a separate meeting of the Independent Directors of the Company was held on February 06th, 2023 and attended by the Independent Directors, to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

22. Meetings of the Board

During the year under review 5 (Five) Board Meetings and 16 (Sixteen) Committee Meetings were convened and held. The details of the same forms a part of the Corporate Governance Report.

23. Board Evaluation

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

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

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

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

In their separate meeting, the Independent Directors had carried out performance evaluation of NonIndependent Directors, the Board as a whole and the Chairman, taking into account the views of Executive and NonExecutive Directors.

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

The performances of Committees were evaluated on parameters such as whether the Committees of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish all of its responsibilities, Committees maintain the confidentiality of their discussions and decisions, Committee conducts a selfevaluation at least annually, Committees make periodically reporting to the Board along with its suggestions and recommendations.

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

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

24. Related Party Transactions

All contracts/ arrangements/ transactions entered by the Company during FY 202223 with related parties were on an arm’s length basis and in the ordinary course of business. There were no Material Related

Party Transactions (MRPTs) undertaken by the Company during the year that require Shareholders’ approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act.

The approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Details with respect to transaction(s) with the Related Party(ies) entered into by the Company during the reporting period are disclosed in the accompanying Financial Statements and the details pursuant to clause (h) of Section 134(3) of Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 is annexed as Annexure “B” to the Board Report.

Your directors draw attention of the shareholders to the financial statements which set out related party disclosures. Related Party Transactions Policy as approved by the Board has been uploaded on the Company’s website www.jost.com at the web link: https://josts.com/wp-content/uploads/2022/04/l4.l-Policy-on-Related-Party-Transaction-10-02-2022.pdf

25. Maintenance of Cost Records

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

26. Auditors

(i) Statutory Auditors

M/s. Shah Gupta & Co. Chartered Accountant (FRN 109574W) was appointed as Statutory Auditors of the Company at the 115th Annual General Meeting of the Company held on 26th September, 2022 for a term of five years till the conclusion of 120th AGM to be held in the year 2027, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Akshay Gupta & Co., Company Secretaries, as Secretarial Auditor, to undertake the Secretarial Audit for the year ended March 31st, 2023.

Further, pursuant to Regulation 24A of SEBI Listing Regulations, Secretarial Audit of MHE Rentals India Private Limited, material subsidiary of the Company, have also been undertaken. The Secretarial Audit Report of the Company and of Company’s Material Subsidiary i.e. MHE Rentals India Private Limited for the financial year ended 31st March, 2023 is annexed to this Boards Report as Annexure “C” and does not contain any qualification, reservation, disclaimer or adverse remarks.

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

Further, the Board has re-appointed M/s Akshay Gupta & Co., Company Secretaries (FRN: S2018RJ649000) as Secretarial

Auditor of the Company for the FY 2023-24.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during the year under review.

(iii) Internal Auditors

Your Directors, during the year undei review, appointed M/s S.G.C.0 & Co. LLP to act as the Internal Auditors of the Company for the financial year 2022-2[ pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.

(iv) Cost Auditors

Your Directors inform the Members thai pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cos Records and Audit) Rules, 2014 Manufacturing Companies are required to get their cost records audited. In thi connection, the Board of Directors of the Company on the commendation of Audi Committee had approved the appointmen of M/s. Devarajan Swaminathan & Co. Cos1 Accountants (FRN: 100669) as the Cosi Auditor of the Company for the yea ending March 31, 2023.

27. Auditor''s Report

The reports of the Statutory Auditors, M/s. Shah Gupta & Co. Chartered Accountant (FRN 109574W), on the Standalone and Consolidated Financial Statements of the Company for the year ended March 31st, 2023, forms part of this Annual Report.

The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the year ended March 31st, 2023 and there is no

qualification, reservation or adverse remarks given by the Auditors in their Report.

The Secretarial Auditors’ Report for the year ended March 31st, 2023 from M/s Akshay Gupta & Co., Company Secretaries (FRN: S2018RJ649000), does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report is enclosed as Annexure “C” to the Board’s report.

28. Corporate Social Responsibility (CSR)

The Company implemented Corporate Social Responsibility Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social

Responsibility Policy) Rules, 2014 on recommendation of Corporate Social Responsibility Committee (CSR Committee) and on approval of the Board of Directors of the Company.

CSR Committee undertakes CSR activities

in accordance with its Corporate Social

Responsibility Policy (CSR Policy)

uploaded on the Company’s website at

www.josts.com at the web link:

https://josts.com/wp-

content / uploads/2022/11/CSR-Policy.pdf

In Financial year 2022-23, 2% of the average net profit of the Company, made during the three immediately preceding financial years comes out to be ? 9.11 Lakhs. A report on CSR activities is provided in Annexure “D” to this Board''s Report.

29. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013, and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014

Disclosure with respect to the remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure “E” to the Board''s'' Report.

30. Management Discussion and Analysis Report

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

31. Corporate Governance

The Corporate Governance Report for the year ended March 31st, 2023 along with Certificate of Compliance of conditions of the Corporate Governance received from the M/s Akshay Gupta & Co., Practicing Company Secretary, as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) is annexed as Annexure “G” and forms an integral part of this Board''s Report.

32. Internal Control System

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

The internal control is supplemented by the detailed internal audit programmed, reviewed by management and by the Audit Committee and documented Policies, SOPs, Guidelines and Procedures.

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

33. Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations. However, members’ attention is drawn to the statement on ‘Contingent Liabilities’ in the notes forming part of the Financial Statements.

34. Declaration of Independence

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Management.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

35. Directors and Key Managerial Personnel

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

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

Mrs. Shikha Jain (DIN: 06778623), NonExecutive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offered herself for re-appointment.

The term of Mr. Vishal Jain (DIN: 00709250) as Managing Director of the Company is due for completion on 3rd October, 2023. Your Directors upon recommendation of Nomination and Remuneration Committee and Audit Committee proposed to reappoint Mr. Vishal Jain (DIN: 00709250), as Managing Director for further period of 3 Years i.e. from 4th October, 2023 to 3rd October, 2026. The proposal for confirmation of reappointment of Mr. Vishal Jain (DIN: 00709250) as Managing Director for further period of 3 years and remuneration payable to him, shall be put up before the ensuing Annual General Meeting for the approval of the Shareholders of the Company.

The term of Mr. Jai Prakash Agarwal (DIN: 00242232) as an Executive Chairman i.e Chairman and Whole Time Director of the Company is due for completion on 31st March, 2024. Your Directors upon recommendation of Nomination and Remuneration Committee and Audit Committee proposed to reappoint Mr. Jai Prakash Agarwal (DIN: 00242232), as an Executive Chairman i.e Chairman and Whole Time Director of the Company for further period of 3 Years i.e. from 1st April, 2024 till 31st March, 2027. The proposal for confirmation of reappointment of Mr. Jai Prakash Agarwal (DIN: 00242232) as an Executive Chairman i.e Chairman and Whole Time Director of the Company for further period of 3 years and remuneration payable to him, shall be

put up before the ensuing Annual General Meeting for the approval of the Shareholders of the Company.

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

Mr. Sanjiv Swarup (DIN: 00132716), Mr. Pramod Maheswari (DIN: 00185711) and Mrs. Rekha Bagry (DIN: 08620347) were appointed as an Independent Director of the Company with effect from 7th February, 2023.

Mrs. Babita Kumari (Membership No. A40774) was appointed as Company Secretary and Compliance Officer of the Company, with effect from 6th August, 2022.

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

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

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

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

In light of the aforesaid provisions, the Company is required to transfer dividends which remained unpaid/ unclaimed for a period of seven years to the IEPF established by the Central Government. The unpaid/ unclaimed dividend for the year ended March 31, 2016 is due for transfer to IEPF on or after 19th August, 2023.

During the period under review, the Company transferred 2,580 Equity shares of ? 5/- each, on which dividend of the year 2015 remained unclaimed for seven consecutive years to Investor Education and Protection Fund (IEPF) pursuant to Section 124 (6) of the Companies Act, 2013 within the scheduled time.

Further, a Dividend amount of Rs. 90805/-which remained unclaimed against dividend of the year 2015, was transferred to IEPF pursuant to Section 124 of the Companies Act, 2013 within the Scheduled time.

37. Statement on compliances of applicable Secretarial Standards

In requirement of para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1, your Directors states that they have devised proper systems to ensure compliance with the provisions of all

applicable Secretarial Standards and that such systems are adequate and operating effectively.

38. Material changes and commitments, if any

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

39. Change in the nature of business

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

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

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

41. Proceeding under Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 (“IBC a Code”). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code..

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

During the financial year ended March 31st, 2023, no amount was transferred to General

reserves

For and on behalf of the Board

Sd/-

Jai Prakash Agarwal

Date 14th August , 2023 ^{Chairman and} Wtok KrertOT

Place: Goa ^DIN: 00242232

---

Mar 31, 2018

Directors'' Report

The Directors present herewith Annual Report together with the Audited Financial Statements for the year ended 31st March, 201 8.

		(Rs. Lakhs)
	Year ended 31-3-2018	Previous Year ended 31-3-2017
1. FINANCIAL RESULTS
Profit/ (Loss) before Tax	177.81	(222.30)*
Less : Tax Expense:
Current Tax	29.89	-
Deferred Tax	(48.19)	-
MAT Credit Entitlement	-	-
(Excess)/Short Provision for Income tax of earlier years	(11.29)	-
Profit /(Loss) after tax	207.40	(222.30)
Balance brought forward from previous year	670.43	892.73
Amount available for appropriation	877.83	670.43
Less: Dividend paid for the previous year (including tax on dividend)	9.25	-
General Reserve	-	-
Balance carried forward	868.58	670.43

* Refer note no. 47(c) to Standalone Financial Statements.

2. DIVIDEND

The Directors are pleased to recommend a dividend of Rs. 2/- (20%) per share for the financial year ended 31st March, 2018.

3. OPERATIONS

Income for the year under review, was Rs. 9,1 98.12 Lakhs as against Rs. 9,100.14 Lakhs in the previous year. The profit before tax was Rs. 1 77.81 Lakhs as against loss of Rs. 222.30 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current financial year 201 8-1 9.

4. PERFORMANCE OF SUBSIDIARY COMPANIES

i) The Company has incorporated during the financial year 201 5-1 6, an entity in Ajman Free Trade Zone, UAE. This entity has not commenced any business activities, to date.

ii) On April 20, 2017, the Company has acquired 6,000 (60%) Equity shares of Rs. 10/- each (value Rs. 60,000/-), in MHE Rentals India Private Limited (Subsidiary Company). The Company made further investment of Rs. 300.00 Lakhs (30 Lakhs Equity shares of Rs. 10/- each) in Subsidiary Company, during the year 2017-18. The Subsidiary Company is engaged in equipment rental business.

5. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in terms of requirement of Companies Act, 2013 and in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms and integral part of this Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries / Associate Companies / Joint Ventures is given in Form AOC - 1 attached to the Financial Statements of the Company.

6. RIGHTS ISSUE

During the year, the Company has made a Rights Issue of 168223 Equity shares of Rs. 10/- each at price of Rs. 594.00 per Equity share, including premium of Rs. 584.00 per share. The Rights Issue was subscribed by 1.6 times. These shares were allotted on 26th December, 2017. Total capital raised from Rights Issue was Rs. 999.24 Lakhs. The funds raised from Rights Issue have been utilised as per objects stated in Letter of Offer dated 8th November, 201 7.

7. PROPOSED EXPANSION OF MANUFACTURING ACTIVITIES.

During the year under review, the Company has entered into an agreement for acquiring leasehold land admeasuring 12,000 square meters or thereabout, including building thereon situated at MIDC, Murbad, District Thane at a total price of Rs. 554 Lakhs. The capital expenditure (excluding cost of land) for setting up the manufacturing facility in this place, is expected to be around Rs. 6 crores which will be financed through internal accruals. It is proposed to manufacture material handling equipments such as Diesel/ Electrical Forklifts, Reach Truck, Racking System and other material handling equipments.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure "A" to the Directors'' Report.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, state and confirm:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 201 8 and of the profit of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis ;

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

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

10. PARTICULARS OF EMPLOYEES

The information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not given as no employee, employed throughout the financial year 201 7-18 was in receipt of the remuneration of Rs. 102 Lakhs or more and no employee, employed for the part of the financial year 201 7-1 8 was in receipt of remuneration of Rs. 8.50 Lakhs or more per month.

11. EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 as provided under sub-section (3) of Section 92 of the Companies Act, 201 3 is annexed as Annexure "B" to the Directors'' Report.

12. DEPOSITS

During the year under review, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 201 4.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements.

14. CODE OF CONDUCT (CODE) FOR BOARD MEMBERS AND SENIOR MANAGEMENT

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

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the provisions of Section 1 77 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage Directors and Employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Company''s operations, business performance or reputation. The Policy and the Code has been posted on the website of the Company (www. josts.com).

16. RISK MANAGEMENT POLICY

The Company has developed and implemented a Risk Management Policy in compliance with the provisions of Section 1 34 (3) (n) of the Companies Act, 201 3.

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

The Policy provides for constitution of Risk Management Core Group (RMCG) consisting of Functional / Departmental / Productline heads and headed by Chief Executive Officer (CEO) of the Company.

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

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

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

17. NOMINATION AND REMUNERATION POLICY

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

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

18. PREVENTION OF SEXUAL HARASSMENT

The Company has constituted an "Internal Complaints Committee" in compliance with the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints of Sexual Harassment were reported to the Board.

19. In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved, the following policies, namely, Policy on Preservation of Documents (Regulation 9), Policy on Determination of Materiality of Events (Regulation 30 (4) (ii)) and Archival Policy on Disclosure hosted on website of the Company (Regulation 30 (8)) duly reviewed by the Audit Committee.

All the aforesaid policies have been posted on the website of the Company (www.josts.com).

20. COMMITTEES OF THE BOARD

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

(i) Audit Committee	Mr. F. K. Banatwalla -Chairman
	Mr. Shailesh Sheth -Member
	Mr. Jai Prakash Agarwal -Member
(ii) Nomination and Remuneration Committee	Mr. Shailesh Sheth -Chairman
	Mr. Marco Wadia -Member
	Mr. F. K. Banatwalla -Member
(iii) Share Transfer and Stakeholders Relationship Committee	Mr. Shailesh Sheth -Chairman
	Mr. F. K. Banatwalla -Member
	Mr. Jai Prakash Agarwal -Member

21. INDEPENDENT DIRECTORS'' MEETING

During the year under review, the Independent Directors in their separate Meeting held on 3rd February, 2018 have, inter-alia, reviewed the performance of non-independent directors and the Board as a whole, the performance of the Chairperson of the Company, and assessed the quality, quantity and timeliness of flow of information between the management and the Board so as to enable the Board to effectively and reasonably perform their duties.

22. MEETINGS OF THE BOARD

During the year under review, 6 Board Meetings and 9 Committee Meetings were convened and held.

23. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013, during the year, the Board of Directors has evaluated its own performance as well as that of individual Directors and the following Committees, namely, Audit Committee, Nomination and Remuneration Committee and Share Transfer and Stakeholders Relationship Committee and found the same to be satisfactory.

24. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year 201 7-1 8, were on arm''s length basis and in the ordinary course of business. Further, during the Financial Year 2017-18, no material related party transactions under the scope of Section 188 (1) of the Companies Act, 2013 were entered into by the Company. Accordingly, the disclosure in form AOC-2 is not applicable. The related party transactions have been disclosed in the Financial Statements. All related party transactions were placed periodically, before the Audit Committee as also the Board for their Approval.

25. AUDITORS

(i) Statutory Auditors

M/s. Singhi & Co., Chartered Accountants, (Firm Registration No. 302049E) was appointed as the Statutory Auditors of the Company, at the 110th Annual General Meeting, held on 20th July, 2017,to hold office from the conclusion of the said meeting until the conclusion of the 115th Annual General Meeting, subject to ratification by the members every year. Necessary resolution for ratification of the appointment of M/s. Singhi & Co., Chartered Accountants as the Statutory Auditors is included in the Notice of the 111th Annual General Meeting.

The reports of the Statutory Auditors, M/s. Singhi & Co., Chartered Accountants, on the Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2018, form part of this Annual Report. The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the year ended 31st March, 2018 and there is no qualification, reservation or adverse remarks given by the Auditors in their Report.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s, Sandeep Dar & Co., Company Secretaries, as Secretarial Auditor, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure "C" to the Directors'' Report.

The observations made by the Secretarial Auditor in his report are self- explanatory and therefore do not call for any further comments.

26. DISCLOSURE PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014

Disclosure with respect to the remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197 (12) of the Companies Act, 201 3 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure "D" to the Directors'' Report.

27. INTERNAL CONTROL SYSTEM AND ADEQUACY

The Company has an adequate internal control system commensurate with its size and nature of its business. The Internal Audit is entrusted to Internal Auditors, namely, M/s. Uday & Uday, Chartered Accountants, who submit their report periodically to the Audit Committee. Audit observations and corrective actions taken by the Management are presented to the Audit Committee.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations. However, members'' attention is drawn to the statement on ''Contingent Liabilities'' in the notes forming part of the Financial Statements.

29. DIRECTORS

(i) In accordance with Article 122 of the Articles of Association of the Company, Mrs. Shikha Jain (DIN 06778623) retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for re-appointment.

(ii) The Board of Directors at their meeting held on 4th October, 2017, appointed Mr. Vishal Jain as Vice Chairman and Managing Director for a period of 3 years with effect from 4th October, 201 7, on the terms and conditions embodied in the agreement dated 26th December, 201 7, entered into between the Company and Mr. Vishal Jain.

(iii) All the Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013.

30. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company as on 31st March, 201 8 are:

Mr. Vishal Jain -Vice Chairman and Managing Director (appointed w.e.f. 4th October, 2017).

Mr. C. B. Sagvekar - Vice President and Company Secretary.

Mr. Kshitiz Bilala - Chief Financial Officer (appointed w.e.f. 1st February, 2018).

During the year, the following persons ceased to be KMP:

Mr. R. R Pargaonkar, Chief Executive Officer, w.e.f. 1st October, 2017

Mr. M. G. Naik, Chief Financial Officer, w.e.f. 1st February, 2018.

31. INDIAN ACCOUNTING STANDARDS (IND-AS)

The Company adopted Indian Accounting Standards ("Ind AS") from 1st April, 2017 and accordingly the Financial Statements for the year ended 31st March, 201 8 are in compliance with Ind AS notified by Ministry of Corporate Affairs, as prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India.

On behalf of the Board of Directors
	Jai Prakash Agarwal
	Chairman
Mumbai, 26th May, 2018.

Annexure "A" to the Directors7 Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 (3) OF COMPANIES (ACCOUNTS) RULES, 2014

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy - Regular monitoring of all equipments and devices which consume electricity, continues to be in place in the factory. Water consumption is also monitored as regular function of maintenance Dept., though our type of business does not consume much water.

(ii) The steps taken by the Company for utilising alternate sources of energy - All lighting fixtures have been changed to LED on shop floor as well as offices.

(iii) The capital investment on energy conservation equipments - Generator, air conditioners, lighting devices have all been replaced by more energy efficient ones.

(iv) Installed new profile cutting machine in the factory resulting in reduction of consumption of energy.

(B) Technology Absorption

(i) The efforts made towards technology absorption -This is ongoing process for all our manufactured products.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Product quality improvements is at the heart of Technology upgrades.

(iii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year).

(a) The details of technology imported	Not applicable
(b) The year of import	Not applicable
(c) Whether the technology been fully absorbed	Not applicable
(d) If not fully absorbed, areas -where absorption has not taken place and the reasons thereof	Not applicable

(iv) The expenditure incurred on Research and Development - We spend around one percent of revenues on Research & Development.

(C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings	- Rs 678.79 Lakhs
Foreign Exchange Outgo	- Rs.9.16 Lakhs

On behalf of the Board of Directors
	Jai Prakash Agarwal
	Chairman
Mumbai, 26th May, 2018.

FORM NO.MGT-9

EXTRACT OF ANNUAL RETURN

AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2018

[Pursuant to section 92(3) of the Companies Act, 201 3 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I.. REGISTRATION AND OTHER DETAILS:
i CIN	: L28100MH1907PLC000252
ii Registration Date	: 9th May, 1907
iii Name of the Company	: Jost''s Engineering Company Limited
iv Category / Sub-Category of the Company	: Company Limited by shares/Indian Non- Government Company
v Address of the Registered office and contact details	: Great Social Building, 60 Sir Phirozeshah Mehta Road, Mumbai-400001.
	Tel.No.022-62378200
		Fax No.022-62378201
vi) Whether listed company Yes / No :	Yes
vii) Name, Address and Contact details of : Registrar and Transfer Agent, if any	M/s. Computech Sharecap Limited 147, Mahatma Gandhi Road, 3rd Floor, Opp. Jehangir Art Gallery, Fort, Mumbai-400 001.
	Tel.No.022-22635000 / 01 / 02
	Fax No.022-22635005

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 1 0 % or more of the total turnover of the Company shall be stated:-

Sr. No	. Name and Description of main products / Services	NIC Code of the products / services	% to total turnover of the Company
1	Sale of Material Handling Equipments (Manufactured 67.57%, Traded goods 3.16%)	4353000	70.73
2	Sale of Traded Goods - Engineered Products	-	15.71

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name and Address of the Company	CIN / GLN	Holding / Subsidiary/ Associate	% of Shares held	Applicable Section
1.	Jostsengg Global - F. Z. E	-	Subsidiary	NIL	2 (87)
2.	MHE Rentals India Private Limited	U71290WB2016PTC218677	Subsidiary	60.24	2 (87)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY)

I) Category-wise Shareholding

	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change during the year
Category of Shareholders	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
1) Indian
a) Individual/HUF	370,890	0	370,890	48.50	461,572	0	461,572	49.48	0.98
b) Central Govt.	0	0	0	0	0	0	0	0	0
c) State Govt	0	0	0	0	0	0	0	0	0
d) Bodies Corporate	0	0	0	0	0	0	0	0	0
e) Financial Institutions/Banks	0	0	0	0	0	0	0	0	0
f) Any Other(specify)	0	0	0	0	0	0	0	0	0
Subtotal (A)(1):	370,890	0	370,890	48.50	461,572	0	461,572	49.48	0.98
2) Foreign
a) NRIs Individuals	0	0	0	0	0	0	0	0	0
b) Other Individuals	0	0	0	0	0	0	0	0	0
c) Bodies Corporate	0	0	0	0	0	0	0	0	0
d) Banks/FI	0	0	0	0	0	0	0	0	0
e) Any other	0	0	0	0	0	0	0	0	0
Subtotal (A)(2):	0	0	0	0	0	0	0	0	0
Total Shareholding of Promoter (A)=(A)(1) (A)(2)	370,890	0	370,890	48.50	461,572	0	461,572	49.48	0.98
B. Public Shareholding
1) Institutions
a) Mutual Funds/UTI	0	0	0	0	0	0	0	0	0
b) Banks/FI	5	590	595	0.08	5	590	595	0.06	-0.02
c) Central Govt	0	0	0	0	0	0	0	0	0
d) State Govt	0	0	0	0	0	0	0	0	0
e) Venture Capital Funds	0	0	0	0	0	0	0	0	0
f) Insurance Companies	0	0	0	0	0	0	0	0	0
g) Flls	0	0	0	0	0	0	0	0	0
h) Foreign Venture Capital Funds	0	0	0	0	0	0	0	0	0
i) Foreign Portfolio Investor (Corporate)	0	0	0	0	0	0	0	0	0
i) Others (specify)	0	0	0	0	0	0	0	0	0
Sub-total (B)(1):	5	590	595	0.08	5	590	595	0.06	-0.02
2) Non- Institutions
a) Bodies Corp.
i) Indian	6483	430	6913	0.90	20108	330	20438	2.19	1.29
ii) Overseas	0	0	0	0	0	0	0	0	0
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 Lakh	179,837	35,259	215,096	28.13	199,807	29,779	229,586	24.61	-3.52
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh	165,097	0	165,097	21.59	215,974	0	215,974	23.15	1.56
c) Others ( Specify)
i. Clearing Member	0	0	0	0	0	0	0	0	0
ii. Foreign Nationals	0	30	30	0.01	0	30	30	0.01	0
iii. Non Resident Indians (Repat)	0	0	0	0	0	0	0	0	0
iv. Non Resident Indians (Non Repat)	3019	3010	6029	0.79	4548	130	4678	0.50	-0.29
v. Trust	0	0	0	0	0	0	0	0	0
Sub-total (B)(2):	354,436	38,729	393,165	51.42	440,437	30,269	470,706	50.46	-0.96
Total Public Shareholding (B)= (B) (1) (B)(2)	354,441	39,319	393,760	51.50	440,442	30,859	471,301	50.52	-0.98
C. Shares held by Custodian for GDRs & ADRs	0	0	0	0	0	0	0	0	0
Grand Total (A) (B) (C)	725,331	39,319	764,650	100.00	902,014	30,859	932,873	100	0

II) Shareholding of Promoters

		Shareholding at the beginning of the year			Shareholding at the end of the year			% change in shareholding during the year
Sr. No.	Shareholder''s Name	No. of Shares	% of Total Shares of the Company	% of shares Pledged/ encumbered to total shares	No. of Shares	% of Total Shares of the Company	% of shares Pledged/ encumbered to total shares
1	Mr. Jai Prakash Agarwal	105,550	13.80	-	132,991	14.26	-	0.46
2	Mrs. Krishna Agarwal	40,000	5.23	-	48,800	5.23		0
3	Mr. Vishal Jain	92,908	12.15	-	118,215	12.67		0.52
4	Mrs. Shikha Jain	92,477	12.09	-	112,821	12.09		0
5	Mr. Rajendra Kumar Agarwal	1 7,000	2.22	-	20,740	2.22	-	0
6	Mrs. Anita Agarwal	1 7,000	2.22	-	20,740	2.22	-	0
7	M/s. J. P Agarwal & Sons HUF	5,955	0.78	-	7,265	0.78	-	0

III) Change in Promoters'' Shareholding.

		Shareholding at the beginning of the year (01/04/2017)		Transaction Details			Cumulative Shareholding during the year (1st April, 2017 to 31st March, 2018)
Sr. No.	Particulars	No. of Shares	% of total shares of the Company	Date	Purchase	Sale	No. of Shares	% of total shares of the Company
1	Mr. Jai Prakash Agarwal	105550	13.80
				05.01.2018	27,441	-	132,991	14.26
				31.03.2018	-	-	132,991	14.26
2	Mrs. Krishna Agarwal	40,000	5.23
				05.01.2018	8,800	-	48,800	5.23
				31.03.2018	-	-	48,800	5.23
3	Mr. Vishal Jain	92,908	12.15
				05.01.2018	25,307	-	118,215	12.67
				31.03.2018	-	-	118,215	12.67
4	Mrs. Shikha Jain	92,477	12.09
				05.01.2018	20,344	-	112,821	12.09
				31.03.2018	-	-	112,821	12.09
5	Mr. Rajendra Kumar Agarwal	1 7,000	2.22
				05.01.2018	3,740	-	20,740	2.22
				31.03.2018	-	-	20,740	2.22
6	Mrs. Anita Agarwal	1 7,000	2.22
				05.01.2018	3,740	-	20,740	2.22
				31.03.2018	-	-	20,740	2.22
7	M/s. J. P. Agarwal & Sons (HUF)	5,955	0.78
				05.01.2018	1310	-	7,265	0.78
				31.03.2018	-	-	7,265	0.78

IV) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs)

		Shareholding at the beginning of the year		Transaction Details			Cumulative Shareholding during the year
Sr.No.	For Each of the Top 10 Shareholders	No. of Shares	% of total shares of the Company	Date	Purchase	Sale	No. of Shares	% of total shares of the Company
1	Mr. Sharad Kanayalal Shah	56,425	7.38	05.01.18	15,369	-	71,794	7.70
2	Mr. Akshay Raheja	38,200	5.00	05.01.18	8,404	-	46,604	5.00
3	Mr. Viren Raheja	38,200	5.00	05.01.18	8,404	-	46,604	5.00
4	Mrs. Varsha Sharad Shah	21,595	2.82	05.01.18	5,880	-	27,475	2.95
5	Mr. Saraiya Bhavin Ramakant	10,677	1.40	23.06.17	-	213	10,464	1.37
				05.01.18	2,530	-	12,994	1.39
				12.01.18	-	48	12,946	1.39
				02.02.18	-	3262	9,684	1.04
				09.02.18	2,210	-	11,894	1.27
6	Ms. Jigna Kanayalal Shah	9119	1.19	05.01.18	2,484	-	11,603	1.24
7	Investor Education And Protection Fund Authority Ministry Of Corporate Affairs (Transfer of shares pursuant to Section 1 24 (6) of the Companies Act, 201 3.)	0	0	01.12.17	8,228		8,228	0.88
8	Sarita Khemka	0	0	21.04.17	1,574	-	1,574	0.21
				28.04.17	831	-	2,405	0.31
				05.05.17	260	-	2,665	0.35
				12.05.17	100	-	2,765	0.36
				19.05.17	628	-	3,393	0.44
				26.05.17	401	-	3,794	0.50
				02.06.17	880	-	4,674	0.61
				09.06.17	700	-	5,374	0.70
				15.06.17	195	-	5,569	0.73
				23.06.17	750	-	6,319	0.83
				05.01.18	1,386	-	7,705	0.83
9	Mr. Mustaali Mohsin Roowala	7283	0.95				7,283	0.78
10	Utsav Prmodkumar Shrivastav	0	0	16.06.17	294	-	294	0.04
				23.06.17	1,000	-	1,294	0.17
				29.09.17	2,492	-	3,786	0.50
				27.10.17	-	112	3,674	0.48
				21.11.17	20	-	3,694	0.48
				05.01.18	1,000	-	4,694	0.50
				30.03.18	306	-	5,000	0.54

V) Shareholding of Directors and Key Managerial Personnel

		Shareholding at the beginning of the year		Cumulative Shareholding during the year
Sr. No.	Shareholding of each Director and each Key Managerial Personnel	No. of shares	% of total shares of the Company	No. of shares	% of total shares of the Company
1.	Mr. Jai Prakash Agarwal - Director
	At the beginning of the year	105,550	13.80	-	-
	Right Shares on 05.01.2018	-	-	27,441
	At the end of the year	-	-	132,991	14.26
2.	Mr. Vishal Jain -Vice Chairman and Managing Director
	At the beginning of the year	92,908	12.15	-	-
	Right Shares on 05.01.2018	-	-	25,307
	At the end of the year	-	-	118,215	12.67
3.	Mr. Marco Wadia - Director
	At the beginning of the year	50	0.01	-	-
	Date wise Increase/ decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):
	At the end of the year	-	-	50	0.01
4.	Mr. Shailesh Sheth - Director
	At the beginning of the year	-	-	-	-
	Date wise Increase/ decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):
	At the end of the year	-	-	-	-
5.	Mr. F. K. Banatwalla - Director
	At the beginning of the year	-	-	-	-
	Date wise Increase/ decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):
	At the end of the year	-	-	-	-
6.	Mrs. Shikha Jain - Director
	At the beginning of the year	92,477	12.09	-	-
	Right Shares on 05.01.2018	0	0	20,344
	At the end of the year	-	-	112,821	12.09
7.	Mr. C. B. Sagvekar -Vice President and Company Secretary
	At the beginning of the year	-	-	-	-
	Date wise Increase/ decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):
	At the end of the year	-	-	-	-
8.	Mr. Kshitiz Bilala - CFO
	At the beginning of the year	-			-
	Date wise Increase/ decrease in Shareholding during the year specifying the reasons wfor increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.):
	At the end of the year	-	-	-	-

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding / accrued but not due for payment

(Rs. in Lakhs)

Particulars	Secured loans excluding deposits	Unsecured loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
I) Principal Amount	1,326.71	-	-	1,326.71
II) Interest due but not paid	-	-	-	-
III) Interest accrued but not due	-	-	-	-
Total (l ll lll)	1,326.71	-	-	1,326.71
Change in Indebtedness during the financial year
— Addition	(305.86)	-	-	(305.86)
— Reduction	-	-	-	-
Net Change	(305.86)	-	-	(305.86)
Indebtedness at the end of the financial year
I) Principal Amount	1,020.85	-	-	1,020.85
II) Interest due but not paid	-	-	-	-
III) Interest accrued but not due	-	-	-	-
Total (l ll lll)	1,020.85	-	-	1,020.85

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration of Managing Director, Whole-time Director and / or Manager

B. Remuneration to other Directors

		(Rs.)
Sr. No.	Particulars of Remuneration	Mr. Vishal Jain Vice Chairman and Managing Director (w.e.f. 4th October, 2017)
1.	Gross salary
	(a) Salary as per provisions contained in section 1 7(1 ) of the Income-tax Act, 1 961	6.00
	(b) Value of Perquisites u/s 17 (2) Income-tax Act, 1 961	0.00
	(c) Profits in lieu of salary under section 1 7(3) Income-tax Act, 1 961	0.00
2.	Stock Option	0.00
3.	Sweat Equity	0.00
4.	Commission	0.00
	As % of profit	0.00
	Others, specify	0.00
5.	Others , please specify	0.00
Total (A)		6.00
Ceiling as per the Act *
* Ceiling as per Section II part II of sedule V of the Companies Act, 2013.

						(Rs. in Lakhs)
Sr. No	Particulars of Remuneration		Name of Directors
1.	Independent Directors		Mr. F. K. Banatwalla	Mr. Marco Wadia	Mr. Shailesh Sheth	Total Amount
	Fee for attending board / committee meetings		3.05	2.90	3.05	9.00
	Commission		-	-	-	-
	Others, please specify		-	-	-	-
Total (1)			3.05	2.90	3.05	9.00
2.		Other Non-Executive Directors	Mr. Jai Prakash Agarwal	Mr. Vishal Jain * (Upto 3rd October, 2017)	Mrs. Shikha Jain	Total Amount
		Fee for attending board / committee meetings	3.10	2.10	0.50	5.70
		Commission	-	-	-	-
		Others, please specify	-	-	-	-
Total (2)		3.10	2.10	0.50	5.70
Total (B) = (1 2)					14.70
		Total Managerial Remuneration			14.70
		Overall Ceiling as per the Act
		(1% of the net profit calculated under Section 1 98 of the Companies Act, 201 3)

C. Remuneration to Key Managerial Personnel other than MD / WTD/Manager

						(Rs. in Lakhs)
				Key Managerial Personnel
Sr. No	Particulars of Remuneration	CEO Mr. R. P. Pargaonkar (1/4/2017 to 30/9/2017)	Company Secretary Mr. C. B. Sagvekar (1/4/2017 to 31/03/2018)	CFO Mr. M. G. Naik (1/4/2017 to 31/01/2018)	CFO Mr. Kshitiz Bilala (1/2/2018 to 31/03/2018)	Total Amount
1.	Gross Salary
	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	12.68	19.82		3.90	36.40
	(b) Value of Perquisites u/s 17 (2) Income-tax Act, 1961	0.20	—	—	—	0.20
	(c)Profits in lieu of salary under section 1 7(3) Income-tax Act, 1961
2.	Stock Option	-	-	-	-	-
3.	Sweat Equity	-	-	-	-	-
4.	Commission	-	-	-	-	-
	As % of profit	-	-	-	-	-
	Others, specify	-	-	-	-	-
5.	Others , please specify (Retainership Fees)	—	—	4.40	—	4.40
Total		12.88	19.82	4.40	3.90	41.00

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment / Compounding fees imposed	Authority (RD/ NCLT/COURT)	Appeal made, if any (give details)
A. COMPANY			NONE
Penalty
Punishment
Compounding
B. DIRECTORS			NONE
Penalty
Punishment
Compounding
OTHER OFFICERS '' IN DEFAULT			NONE
Penalty
Punishment
Compounding

Annexure "C" to the Directors7 Report

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to section 204 (1) of the Companies Act, 201 3 and Rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Jost''s Engineering Company Limited

Great Social Building, 60 Sir P M Road, Fort Mumbai-400001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Jost''s Engineering Company Limited CIN: L28100MH1907PLC000252 (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 (hereinafter referred to as "Audit Period") complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 201 3 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act,1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity shares) Regulations, 2009;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1 998 ; and

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(vi) The following other laws specifically applicable to the industry to which the Company belongs and compliances of which is relied upon the representation by the management.

(a) The Factories Act, 1 948;

(b) Micro, Small And Medium Enterprises Development Act, 2006

(c) Trade Unions Act, 1926

(d) Industrial Dispute Act, 1947

(e) The Payment of Wages Act, 1 936

(f) The Minimum Wages Act, 1 948

(g) Employees'' State Insurance Act, 1 948

(h) The Employees'' Provident Funds and Misc. Provisions Act, 1952

(i) The Payment of Bonus Act, 1 965 (j) The Payment of Gratuity Act, 1 972 (k) The Environment (Protection) Act, 1 986

(I) The Contract Labour (Regulation and Abolition) Act, 1970

(m) The Apprentices Act, 1961

We have also examined compliance with the applicable clauses of the following:

(vii) Secretarial Standards issued by The Institute of Company Secretaries of India.

(viii) The Uniform Listing Agreement entered into by the Company with Bombay Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The BSE Ltd., (Mumbai Stock Exchange) had pointed out non- compliance of various regulations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5, and have levied fines as follows:

Sr. No.	Regulations under SEBI (LODR) Regulations, 2015	Nature of non-compliance	Total Amount of Fine Levied (In Rs.)
1	Reg. 31 (1) Share holding Pattern	Late Submission	16,520
2	Reg. 31 (1) Share holding Pattern	Late Submission	7,080
3	Reg. 31 (1) Share holding Pattern	Late Submission	116,407
4	Reg. 31 (1) Share holding Pattern	Late Submission	28,320
5	Reg. 34 Annual Report	Late Submission	456,660

We are informed that the Company has submitted hard copies of these documents to BSE Ltd. well within the stipulated time, and Company has paid the above fine under protest and made a representation to BSE Ltd.

We further report that

The Board of directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent directors. The changes in the composition of the Board of Directors that took place during the Audit Period were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company which commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

	For Sandeep Dar & Co.
	Proprietor
	FCS: 3159
	C. P.No.: 1571
Place: Navi Mumbai
Date: 26th May, 2018

Annexure "D" to the Directors7 Report

Disclosure pursuant to Section 197 (1 2) of Companies Act, 201 3 and Rule 5 of Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is provided below

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the year 2017-18 :

Name of the Directors	Nature of Directorship	Ratio
Mr. Jai Prakash Agarwal	Non-Executive Director	0.75 : 1
Mr. Marco Wadia	Non-Executive Independent Director	0.70 : 1
Mr. Shailesh Sheth	Non-Executive Independent Director	0.73 : 1
Mr. F. K. Banatwalla	Non-Executive Independent Director	0.73 : 1
Mr. Vishal Jain	Non-Executive Director (upto 3rd October, 2017) (Managing Director from 4th October, 201 7 to 31st March, 2018)	0.50 : 1
Mrs. Shikha Jain	Non-Executive Director	0.12 : 1

Notes :

1. Directors'' Remuneration includes sitting fees for attending board / committee meetings.

2. Employees for the purpose above, includes all employees excluding employees governed under collective bargaining.

3. For computing median remuneration, the employees who have worked for the complete financial year 201 7-1 8 have been considered.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, in the financial year 2017-18 :

Name	Designation	Percentage Increase in remuneration
Mr. Jai Prakash Agarwal	Non-Executive Director	40.91
Mr. Marco Wadia	Non-Executive Independent Director	26.09
Mr. Shailesh Sheth	Non-Executive Independent Director	32.61
Mr. F. K. Banatwalla	Non-Executive Independent Director	48.78
Mr. Vishal Jain	Non-Executive Director (upto 3rd October, 2017) (Managing Director from 4th October, 201 7 to 31st March, 2018)	75.00
Mrs. Shikha Jain	Non-Executive Director	-
Mr. R. R Pargaonkar*	Chief Executive Officer (upto 30th September, 201 7)	-
Mr. C. B. Sagvekar	Company Secretary	-
Mr. M. G. Naik *	Chief Financial Officer (upto 31st January, 2018)	-
Mr. Kshitiz Bilala *	Chief Financial Officer (w.e.f. 01, February, 2018)	-

Notes :1.The increase in remuneration of the directors, is mainly due to increase in sitting fees paid during the financial year 2017-18.

2. * For part of the year and therefore the percentage increase in their remuneration is not applicable.

(iii) The percentage increase in the median remuneration of employees in the financial year 2017-18: 2.24 % (iv) The number of permanent employees on the rolls of Company : 1 79 as on 31st March, 2018.

(v) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration :

The average percentage increase in the financial year 2017-18, in the salaries of employees other than Managerial Personnel was 12.96%. For computing average percentage increase in the salaries of the employees, the employees who have worked for the complete financial year 2016-17 and 2017-18 have been considered to make the figures comparable.

(vi) Affirmation that the remuneration is as per the Remuneration Policy of the Company :

The remuneration is as per the Remuneration Policy of the Company.

	On behalf of the Board of Directors
	Jai Prakash Agarwal
	Chairman
Mumbai, 26th May, 2018.

General Information to Shareholders

Attendance of Directors at Board Meetings, Committee Meetings and last Annual General Meeting

	Attendance at Meetings during 2017-18
Name of the Director	Board Meetings	Committee Meetings	Last AGM
Mr. Jai Prakash Agarwal	6	8	Yes
Mr. Marco Wadia	6	7	Yes
Mr. Shailesh Sheth	5	9	Yes
Mr. F. K. Banatwalla	5	9	Yes
Mr. Vishal Jain	6	3	Yes
Mrs. Shikha Jain	2	0	Yes

Sitting Fees to Directors :

The following directors have been paid sitting fee during the year 2017-18.

Name of the Director	Sitting fees paid (Rs.)
Mr. Jai Prakash Agarwal	310,000
Mr. Marco Wadia	290,000
Mr. Shailesh Sheth	305,000
Mr. F. K. Banatwalla	305,000
Mr. Vishal Jain	210,000
Mrs. Shikha Jain	50,000

Listing :

The Company''s Equity shares have been listed on Bombay Stock Exchange. Shareholding Pattern as on 31st March, 2018.

A. Shareholding of Promoter and Promoter group	No. of Shares	%
(i) Indian	461,572	49.48
(ii) Foreign (NRI)	0	0.00
Sub-Total	461,572	49.48
B. Public Shareholding
(i) Financial Institutions/ Banks	595	0.06
(ii) Bodies Corporate (Indian)	20,438	2.19
(iii) Individuals (Indian)	445,560	47.76
(iv) Foreign Investment
a. NRI	4,678	0.50
b. Foreign National	30	0.01
c. Corporate Bodies	0	0.00
Sub-Total	471,301	50.52
GRAND TOTAL	932,873	100.00

Shares held in physical/ demat mode as on 31st March, 2018

	Demat	Physical	Total
No. of Shares	902,014	30,859	932,873
%	96.69	3.31	100.00
No. of Folios	1803	217	2020

---

Mar 31, 2017

Directors'' Report

The Directors present herewith Annual Report together with the Audited Financial Statements for the year ended 31st March, 2017.

	Year ended	Previous Year
	31-3-2017	ended 31-3-2016
1. Financial Results	Rs. Lakhs	Rs. Lakhs
Profit / (Loss) before tax	(199.41)	(194.60)
Less: Provision for Income-tax	-	-
Profit / (Loss) after tax Balance brought forward	(199.41)	(194.60)
from previous year	892.50	1096.30
Amount available for appropriation Less: Appropriations	693.09	901.70
Proposed dividend		7.65
Tax on proposed dividend		1.55
General Reserve	-	-
Balance carried forward	693.09	892.50

*According to Companies (Accounting Standards) Amendment Rules, 2016, the Company has not appropriated proposed dividend of Rs. 7.65 lakhs and tax thereon of Rs. 1.60 lakhs from the statement of profit and loss for the year ended 31st March, 2017. Accordingly, the proposed dividend and tax thereon are not recognized as liability at the year end.

2. Dividend

The Directors are pleased to recommend a dividend of Re.1/- (10%) per share for the financial year ended 31st March, 2017.

3. Operations

Income for the year under review was Rs. 8335.75 Lakhs as against Rs. 8207.18 Lakhs in the previous year. The loss before tax was Rs. 199.41 Lakhs as against loss Rs. 194.60 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year.

4. The Company has incorporated in the previous year, an entity in Ajman Free Trade Zone, UAE. This entity has not commenced any business activities, to date. The Directors are evaluating the possibility of winding up the said entity.

5. Subsidiary Company

Subsequent to the end of Financial Year 2016-17, the Company has acquired 60% (6000 equity shares of Rs. 10/- each) of MHE Rentals Private Limited (MHE Rentals). As a result, MHE Rentals has become a subsidiary Company. MHE Rentals is engaged in material handling rental business.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure "A" to the Directors'' Report.

7. Directors'' Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, state and confirm :

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ;

(ii) and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the loss of the Company for the year ended on that date ;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) the annual accounts have been prepared on a going concern basis ;

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

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

8. Particulars of employees

The information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not given as no employee, employed throughout the financial year 2016-17 was in receipt of the remuneration of Rs.60 lakhs or more and no employee, employed for the part of the financial year 2016-17 was in receipt of remuneration of Rs.5 lakhs or more per month.

9. Extract of Annual Return

The extract of the Annual Return in Form MGT-9 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 is annexed as Annexure "B" to the Directors'' Report.

10. Deposits

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

11. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

12. Code of Conduct (Code) for Board Members and Senior Management

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

13. Vigil Mechanism / Whistle Blower Policy

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

14. Risk Management Policy

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

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

The Policy provides for constitution of Risk Management Core Group (RMCG) consisting of Functional / Departmental / Product line heads and headed by Chief Executive Officer (CEO) of the Company.

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

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

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

15. Nomination and Remuneration Policy

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

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

16. Prevention of Sexual Harassment

The Company has constituted an "Internal Complaints Committee" in compliance with the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints of Sexual Harassment were reported to the Board.

17. In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved, the following policies, namely, Policy on Preservation of Documents (Regulation 9), Policy on Determination of Materiality of Events (Regulation 30 (4) (ii)) and Archival Policy on Disclosure hosted on website of the Company (Regulation 30 (8)) duly reviewed by the Audit Committee.

All the aforesaid policies have been posted on the website of the Company (www.josts.com).

18. Committees of the Board

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

(i)	Audit Committee	Mr. F. K. Banatwalla	- Chairman
		Mr. Marco Wadia	- Member
		Mr. Shailesh Sheth	- Member
		Mr. Jai Prakash Agarwal	- Member
(ii)	Nomination and Remuneration	Mr. Shailesh Sheth	- Chairman
	Committee	Mr. Marco Wadia	- Member
		Mr. F. K. Banatwalla	- Member
(iii)	Share Transfer and Stakeholders	Mr. Shailesh Sheth	- Chairman
	Relationship Committee	Mr. F. K. Banatwalla	- Member
		Mr. Jai Prakash Agarwal	- Member

19. Key Managerial Personnel

In compliance with the provisions of Section 203 of the Companies Act, 2013, the Board of Directors of the Company have appointed the following Key Managerial Personnel :

Mr. R. P. Pargaonkar - Chief Executive Officer

Mr. C. B. Sagvekar - Vice President and Company Secretary

Mr. M. G. Naik - Chief Financial Officer

20. Independent Directors'' Meeting

During the year under review, the Independent Directors in their separate Meeting held on 13th February, 2017 have, inter-alia, reviewed the performance of non-independent directors and the Board as a whole, the performance of the Chairperson of the Company, and assessed the quality, quantity and timeliness of flow of information between the management and the Board so as to enable the Board to effectively and reasonably perform their duties.

21. Meetings of the Board

During the year, 6 Board Meetings and 7 Committee Meetings were convened and held.

22. Performance Evaluation

As per the Performance Evaluation Policy of the Company, read with the provisions of the Companies Act, 2013, the Board of Directors shall evaluate the performance of the following :

i) its own performance as a body;

ii) each Independent Director and Non-Independent Director ; and

iii) Committees of the Board.

As per the performance evaluation process, the Board evaluated its own performance as well as that of individual directors and the following Committees of the Board :

i) Audit Committee

ii) Nomination and Remuneration Committee ; and

iii) Share Transfer and Stakeholders Relationship Committee and found the same to be satisfactory.

23. Related Party Transactions

All related party transactions that were entered into during the financial year 2016-17, were on arm''s length basis and in the ordinary course of business. Further, during the Financial Year 2016-17, no material related party transactions were entered into by the Company. Accordingly, the disclosure in Form AOC-2 is not applicable. The related party transactions have been disclosed under Note 38 to the Financial Statements.

All related party transactions were placed periodically, before the Audit Committee as also the Board for their Approval.

24. Auditors

(i) Statutory Auditors

M/s. Sorab S. Engineer & Co., Chartered Accountants (Firm Registration No.110417W), the statutory Auditors of the Company are retiring at the conclusion of this 110th Annual General Meeting. They have completed consecutive tenure of ten years (including transition period) as provided under sub-section (2) of Section 139 of the Companies Act, 2013 (the "Act").

In view of the above and on the recommendation of the Audit Committee, the Board of Directors have proposed the appointment of M/s. Singhi& Co., Chartered Accountants (Firm Registration No.302049E), as statutory Auditors of the Company for a period of 5 years, commencing from the conclusion of 110th Annual General Meeting till the conclusion of 115th Annual General Meeting, subject to ratification by members every year, as may be applicable.

M/s. Singhi & Co., Chartered Accountants, have confirmed that their appointment, if made, would be in accordance with Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014. They have further confirmed that they satisfy criteria prescribed under Section 141 of the Act.

(ii) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sandeep Dar & Co., Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure "C" to the Directors'' Report. The observations made by the Secretarial Auditor in his report are self-explanatory and therefore do not call for any further comments.

25. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

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

26. Internal Control System and Adequacy

The Company has an adequate internal control system commensurate with its size and nature of its business. The Internal Audit is entrusted to Internal Auditors, namely, M/s. Uday & Uday, Chartered Accountants, who submit their report periodically to the Audit Committee. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee,

27. Significant and Material Orders passed by the Regulators / Courts / Tribunals

There are no significant and material orders passed by the Regulators / Courts / Tribunals that would impact the going concern status of the Company and its future operations. However, members'' attention is drawn to the statement on ''contingent liabilities'', in the notes forming part of the Financial Statements.

28. Proposed Right Issue

The Board of Directors of the Company at their meeting held on 13th February, 2017, have approved raising funds up to Rs. 10 crores, by way of issue of Equity Shares on right basis. The Committee of Directors has been appointed to determine the terms and conditions of Right Issue including the Rights entitlement ratio, the issue price, issue size, timing of the issue and other matters in consultation with Lead Managers to the Right Issue. The letter of offer will be issued after obtaining necessary approvals of the concerned authorities.

29. Directors

(i) Mrs. Shikha Jain (DIN 06778623) was appointed as an Additional Director of the Company with effect from 12th August, 2016 who holds office up to the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and Article 109 of the Articles of Association of the Company. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 along with requisite deposit from a member signifying his intention to propose the appointment of Mrs. Shikha Jain as Director of the Company.

(ii) In accordance with Article 122 of the Articles of Association of the Company, Mr. Jai Prakash Agarwal (DIN 00242232) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

(iii) All the Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013.

(iv) Mr. B. H. Reporter, ex-Chairman of the Company, passed away on 28th February, 2017. The Board has placed on the record its appreciation of the services rendered by Mr. B. H. Reporter as Director / Chairman of the Company during the period 1953-2017.

30. Indian Accounting Standards (IND-AS)

The Ministry of Corporate affairs (MCA) vide its notification published in the official gazette dated 16th February, 2015, has notified the Company''s (Indian Accounting Standards) Rules, 2015 (IND-AS). In pursuance of this notification, the Company is required to adopt IND-AS for the accounting period beginning from 1st April, 2017.

On behalf of the Board of Directors

Jai Prakash Agarwal

Mumbai, 15th May, 2017. Chairman

---

Mar 31, 2015

Dear Members,

The Directors present herewith their Hundred and Seventh Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2015.

Year ended Previous Year 31-3-2015 ended 31-3-2014 Rs. Lakhs Rs. Lakhs

1. Financial Results

Profit / (Loss) before tax 104.26 388.99

Less: Provision for Income-tax 50.00 120.00

Profit / (Loss) after tax 54.26 268.99

Balance brought forward

from previous year 1093.27 962.36

Amount available for appropriation 1147.53 1231.35

Less: Appropriations

Proposed dividend 38.23 95.58

Tax on proposed dividend 8.00 15.50

General Reserve 5.00 27.00 Balance carried forward 1096.30 1093.27

2. Dividend

The Directors are pleased to recommend a dividend of Rs.5/- (50%) per share for the financial year ended 31st March, 2015.

3. Operations

Income for the year under review was Rs.7538 Lakhs as against Rs.7244 Lakhs in the previous year. The profit before tax was Rs.104 Lakhs as against Rs.389 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year.

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

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure "A" to the Directors' Report.

5. Directors' Responsibility Statement

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

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ;

(ii) and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date ;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ;

(iv) the annual accounts have been prepared on a going concern basis ;

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

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

6. Particulars of employees

The information required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not given as no employee, employed throughout the year was in receipt of the remuneration of Rs.60 lakhs or more for the year under review and no employee, employed for the part of the year was in receipt of remuneration of Rs.5 lakhs or more per month.

7. Extract of Annual Return

The extract of the Annual Return in MGT-9 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 is annexed as Annexure "B" to the Directors' Report.

8. Deposits

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

9. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

10. Code of Conduct (Code) for Board Members and Senior Management

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

11. Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014, the Company has established during the current financial year, a Whistle Blower Policy (Policy) to encourage Directors and Employees of the Company to bring to Company's attention, the instances of unethical behaviour, actual or suspected incidence of fraud or violation of the Code that could adversely impact the Company's operations, business performance or reputation. The Policy has been posted on the website of the Company (www.josts.com). During the year 2014-15, no instances of unethical behaviour, actual or suspected fraud or violation of the code have been reported.

12. Committees of the Board

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

(i) Audit Committee Mr. F. K. Banatwalla - Chairman

Mr. Marco Wadia - Member

Mr. Shailesh Sheth - Member

(ii) Nomination and Remuneration Mr. Shailesh Sheth - Chairman Committee Mr. Marco Wadia - Member

Mr. F. K. Banatwalla - Member

(iii) Share Transfer and Stakeholders Mr. Shailesh Sheth - Chairman

Relationship Committee Mr. B. H. Reporter - Member

Mr. F. K. Banatwalla - Member

13. Independent Directors' Meeting

During the year under review, the Independent Directors in their separate Meeting held on 11th February, 2015 have, inter-alia, reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, and assessed the quality, quantity and timeliness of flow of information between the management and the Board so as to enable the Board to effectively and reasonably perform their duties.

14. Risk Management Policy

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

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

The Policy provides for constitution of Risk Management Core Group (RMCG) consisting of Functional / Departmental / Productline heads and headed by Chief Executive Officer (CEO) of the Company.

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

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

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

15. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy (the Policy) during the current financial year, which has been approved by the Board of Directors of the Company. The Policy applies to the Board of Directors, Key Managerial Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key Managerial Personnel and Senior Management Personnel and also lays down a framework in relation to remuneration of the aforesaid persons.

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

16. Performance Evaluation

As per the Performance Evaluation Policy of the Company, read with the provisions of the Companies Act, 2013, the Board of Directors shall evaluate the performance of the following :

i) its own performance as a body;

ii) each Independent Director and Non-Independent Director; and

iii) Committees of the Board.

As per the performance evaluation process, the Board evaluated its own performance as well as that of individual directors and the following Committees of the Board :

i) Audit Committee

ii) Nomination and Remuneration Committee; and

iii) Share Transfer and Stakeholders' Relationship Committee and found the same to be satisfactory.

17. Key Managerial Personnel

In compliance with the provisions of Section 203 of the Companies Act, 2013, the Board of Directors of the Company have appointed the following Key Managerial Personnel :

Mr. R. P Pargaonkar - Chief Executive Officer

Mr. C. B. Sagvekar - Vice President and Company Secretary

Mr. M. G. Naik - Chief Financial Officer

18. Meetings of the Board

During the year, seven Board Meetings and six Committee Meetings were convened and held. Details of attendance are given in "General information to Shareholders" on Page No. 35.

19. Related Party Transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

20. Auditors

(i) Statutory Auditors

Messrs. Sorab S. Engineer & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules made thereunder as Auditors of the Company.

(ii) Cost Auditors

The Board of Directors of the Company at their Meeting held on 21st May, 2014, have approved the appointment of M/s. Devarajan Swaminathan & Co., Cost Accountants, to conduct the audit of Cost Records for the year ending 31st March, 2015, on a remuneration of Rs.80,000/- plus service tax and out-of-pocket expenses.

In terms of the provisions of Section 148 (3) of the Companies Act, 2013 read with Rule 14 (a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company. Accordingly, a resolution seeking Members' ratification for the remuneration payable to M/s. Devarajan Swaminathan & Co., Cost Auditors is included at Item No.9 of the Notice convening the Annual General Meeting.

The Cost Audit Report for the Financial Year 2013-2014 was filed with Ministry of Corporate Affairs (MCA) on 26th December, 2014.

(iii) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Sandeep Dar & Co., Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure "C" to the Directors' Report. The observations made by the Secretarial Auditor in his report are self-explanatory and therefore do not call for any further comments.

21. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014

Disclosure with respect to the remuneration of Directors and Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as 'Annexure D' to the Directors' Report.

22. Internal Control System and Adequacy

The Company has an adequate internal control system commensurate with its size and nature of its business. The Internal Audit is entrusted to Internal Auditors, namely, M/s. Uday & Uday, Chartered Accountants, who submit their report periodically to the Audit Committee. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee

23. Significant and Material Orders passed by the Regulators or Courts

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

24. Prevention of Sexual Harassment

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

25. Change in Promoter and Promoter Group

On 21st January, 2015, the erstwhile Promoter and Promoter Group, namely, Mr. B. H. Reporter, Mrs. A. B. Reporter, Mrs. Parviz Batliwala, Mr. Farrokh J. Batliwala, Ms. Shireen J. Batliwala, Bullows India Private Limited and Phiroze Sethna Private Limited sold their entire shareholding i.e. 3,69,910 Equity Shares (48.38%) to the new Promoter and Promoter Group, namely, Mr. Jai Prakash Agarwal, Mr. Vishal Jain, Mrs. Krishna Agarwal, Mr. Abhishek Agarwal, J. P Agarwal & Sons (HUF), Mr. Rajendra Kumar Agarwal, Mrs. Anita Agarwal and Mrs. Shikha Jain, pursuant to the Share Purchase Agreement entered into between them on 30th August, 2014.

26. Directors

(i) Mr. Pradeep Bhargava resigned with effect from 26th February, 2015 on medical grounds after serving on the Board of the Company for about 6 years.

The Board takes this opportunity to place on record its appreciation for the advice, guidance and valuable contribution from Mr. Pradeep Bhargava.

(ii) Mr. Jai Prakash Agarwal was appointed as an Additional Director of the Company with effect from 21st January, 2015 who holds office upto the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and Article 109 of the Articles of Association of the Company. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 alongwith requisite deposit from a member signifying his intention to propose the appointment of Mr. Jai Prakash Agarwal as Director of the Company.

(iii) Mr. Vishal Jain was appointed as an Additional Director of the Company with effect from 21st January, 2015 who holds office upto the date of ensuing Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and Article 109 of the Articles of Association of the Company. The Company has received a notice in writing under Section 160 of the Companies Act, 2013 alongwith requisite deposit from a member signifying his intention to propose the appointment of Mr. Vishal Jain as Director of the Company.

(iv) In accordance with Article 122 of the Articles of Association of the Company, Mrs. Parviz Batliwala retire by rotation at the ensuing Annual General Meeting and being eligible offer herself for reappointment.

(v) All the Independent Directors have given declaration that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013.

On behalf of the Board of Directors

B. H. Reporter Mumbai, 27th May, 2015. Chairman

---

Mar 31, 2012

The Directors present herewith their Hundred and Fourth Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2012.

Year ended Previous Year 31-3-2012 ended 31-3-2011 Rs. Lakhs Rs. Lakhs

1. Financial Results

Profit/(Loss) before tax 702.61 550.74

Less: Provision for Income-tax 260.00 210.00

442.61 340.74

Excess Provisions for Income tax in respect of earlier years written back - 99.03

Profit/(Loss) after tax 442.61 439.77

Balance brought forward from previous year 621.28 403.23

Amount available for appropriation 1,063.89 843.00

Less: Appropriations

Proposed dividend 191.16 152.93

Tax on proposed dividend 31.01 24.81

General Reserve 45.00 43.98

Balance carried forward 796.72 621.28

2. Dividend

The Directors are pleased to recommend a dividend of Rs.25/- (250%) per share for the financial year ended 31st March, 2012.

3. Operations

Income for the year under review was Rs.8044 Lakhs as against Rs.7802 Lakhs in the previous year. The profit before tax was Rs.703 Lakhs as against Rs.551 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year.

4. Auditors' Report

The notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

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

Information pursuant to 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 "A" to the Directors' Report.

6. Particulars of employees

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

7. Directors' Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956.

It is hereby confirmed that

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. the Directors had selected such accounting policies and applied them consistently and made judgements 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;

3. 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;

4. the Directors had prepared the annual accounts on a going concern basis.

8. Directors

In accordance with Article 122 of the Articles of Association of the Company, Mr.Shailesh Sheth and Mr. Pradeep Bhargava retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

9. Auditors

Messrs. Sorab S. Engineer & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

On behalf of the Board of Directors

B. H. Reporter

Mumbai, 8th May, 2012. Chairman

---

Mar 31, 2011

The Directors present herewith their Hundred and Third Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2011.

Year ended Previous Year 31-3-2011 ended 31-3-2010 Rs. Lakhs Rs. Lakhs

1. Financial Results

Profit/(Loss) before tax 550.73 372.86

Less: Provision for Income-tax 210.00 140.00

340.73 232.86

Excess Provisions for Income tax in respect of earlier years written back 99.03 -

Profit/(Loss) after tax 439.76 232.86

Balance brought forward from previous year 403.23 283.11

Amount available for appropriation 842.99 515.97

Less: Appropriations

Proposed dividend 152.93 76.46

Tax on proposed dividend 24.81 12.99

General Reserve 43.98 23.29

Balance carried forward 621.27 403.23

2. Dividend

The Directors are pleased to recommend a dividend of Rs.20/- (200%) per share for the financial year ended 31st March, 2011.

3. Operations

Sales for the year under review were Rs.6942 Lakhs as against Rs.5169 Lakhs in the previous year. The profit after tax was Rs.440 Lakhs as against Rs.233 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year.

4. Auditors Report

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

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

Information pursuant to 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 "A" to the Directors Report.

6. Particulars of employees

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

7. Directors Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956.

It is hereby confirmed that

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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;

(iii) 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;

(iv) the Directors had prepared the annual accounts on a going concern basis.

8. Directors

In accordance with Article 122 of the Articles of Association of the Company, Mr. Marco Wadia and Mr. F. K. Banatwalla retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

9. Auditors

Messrs. Sorab S. Engineer & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

On behalf of the Board of Directors

B. H. Reporter Chairman

Mumbai, 6th May, 2011.

---

Mar 31, 2010

The Directors present herewith their Hundred and Second Annual Report with the Audited Statement of Accounts for the year ended 31st March, 2010.

Year ended Previous Year 31-3-2010 ended 31-3-2009 Rs. Lakhs Rs. Lakhs

1. Financial Results

Profit/(Loss) before tax 372.86 243.69

Less: Provision for Income-tax 140.00 97.00

Provision for Fringe Benefit-Tax - 23.70

(Excess)/Short Provisions for Income tax - (2.86) in respect of earlier years

Profit/(Loss) after tax 232.86 125.85

Balance brought forward from previous year 283.11 237.10

Amount available for appropriation 515.97 362.95

Less: Appropriations

Proposed dividend 76.46 57.35

Tax on proposed dividend 12.99 9.74

General Reserve 23.29 12.75

Balance carried forward 403.23 283.11

2. Dividend

The Directors are pleased to recommend a dividend of Rs.10 (100%) per share for the financial year ended 31st March, 2010.

3. Operations

Sales for the year under review were Rs.5169 Lakhs as against Rs.3893 Lakhs in the previous year. The profit after tax was Rs.233 Lakhs as against Rs.126 Lakhs in the previous year. Generally business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current year.

4. Auditors Report

The notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

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

Information pursuant to 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 "A" to the Directors Report.

6. Particulars of employees

Statement pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended, is not annexed to this report as no employee was in receipt of the remuneration in excess of the prescribed sum during the year.

7. Directors Responsibility Statement pursuant to Section 217 (2AA) of the Companies Act, 1956.

It is hereby confirmed that

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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;

(iii) 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;

(iv) the Directors had prepared the annual accounts on a going concern basis.

8. Directors

Mr. F.A.A. Jasdanwalla resigned with effect from 22nd October, 2009 on account of advancing age after serving on the Board of the Company for 50 years. Unfortunately, he passed away on 6th April, 2010.

Mr. H. N. Sethna resigned with effect from 20th March, 2010 on account of ill-health after serving on the Board of the Company for 24 years.

The Board takes this opportunity to place on record its appreciation for the advice, guidance and valuable contributions from both these Directors.

Mr. Pradeep Bhargava was appointed as an Additional Director of the Company with effect from 30th October, 2009 who holds office upto the date of ensuing Annual General Meeting and being eligible offers himself for reappointment. The Company has received a notice in writing under Section 257 of the Companies Act, 1956 from a member signifying his intention to propose the appointment of Mr.Pradeep Bhargava as Director of the Company.

In accordance with Article 122 of the Articles of Association of the Company, Mr. B. H. Reporter and Mr. Shailesh Sheth retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

9. Auditors

Messrs. Sorab S. Engineer & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

On behalf of the Board of Directors

B. H. Reporter

Mumbai, 4th May, 2010. Chairman