A and M Jumbo Bags Ltd Management Discussions

INDUSTRY STRUCTURE AND DEVELOPMENTS

During the financial year the company has faced some legal issue therefore, unable to report any turnover from the business activities. But, now the company has appointed professionals in the management. The company is looking new avenue for growth in business and management of the company has decided to take steps in the area of agri and dairy product business. Accordingly, the company has proposed to add new business activities in object clause. The Company has also proposed to change the object clause of the Company after necessary statutory approval from the regulatory authorities.

OPPORTUNITIES AND THREATS

As Mr. Hitendra Jain-CEO of the company, He is a Seasoned Commodity and Structure Trade Finance Professional Associated with Indian and Multi Nationals on Senior Most position in India, UAE, Switzerland & Singapore for 27 Years before Moving to India in 2018.He has a qualified professional and has an Experience of over and above 30 years of Experience in India, UAE, SWITZERRAND and SINGAPORE, worked with Fortune-500 companies, like of Aditya Birra Group, Wilmar Singapore,KRBL ltd lndia, MCX lndia and Ruchi soya Group. He is a invited speaker on LC and Compliance globally.

Further, now the company has new professional management, hence, the Company are very hopeful for the growth in the upcoming years.

Earlier dispute and pending compliance and other relevant issue due to earlier absconded promoter and directors of the Company i.e. Mrs Zalak Parikh remains main hurdle in the growth of the company. The NPA bank account of the company with State Bank of India is another critical era at present. The management of the company is taking needful action by representing the matter with the regulatory authority and banker in the matter and quite hopeful for upcoming years.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

During the financial year, the company has not reported any business turnover. However, the company is planning to enter in new business era of Trading of Agri and Dairy Products.

OUTLOOK

India has been the leading producer and consumer of Agri and dairy products worldwide since 1998 with a sustained growth in the availability of Agro, agri, dairy and milk products. The Indian dairy industry holds tremendous potential for value-addition and overall development. The Management of the company are very hopeful for new potentiality of business.

RISK AND CONCERNS

Earlier dispute and pending compliance and other relevant issue due to earlier absconded promoter and directors of the Company i.e. Mrs Zalak Parikh is main hurdle in the growth of the company. The NPA bank account of the company with State Bank of India is another critical era at present. The management of the company is taking needful action by representing the matter with the regulatory authority and banker in the matter and quite hopeful for upcoming years.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has appointed Internal Auditor for the FY 2022-23and for FY 2023-24 and the internal Auditor made submission his report to the Board of Directors. The Company has adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit Department 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. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

During the financial year, the company has not reported any business turnover. However, the company is planning to enter in new business era of Trading of Agri and Dairy Products.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.

During the financial year, the company has not reported any business turnover. However, the company is planning to enter in new business era of Trading of Agri and Dairy Products.

DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS, ALONG WITH DETAILED EXPLANATIONS THEREFOR:

There is no such kind of significant changes in ratios.

DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF.

During the financial years, the another fraud come out in the company in respect of its Wholly Owned Subsidiary Company. We have a 100% Fully owned subsidiary by name of "Nanuan Finance Private Limited" which has been changed its name to Komalay Finance Private Limited, through some unauthorised person while using Fabricated signatures and committing fraudulent activity.

Management trying had and taken a legal view and approached Legal agencies after taking this fraud in cognisance.

Therefore, due to no business operation, the management of the company was unable to report any positive output in net-worth of the company.

Place: Ahmedabad Date:4^th August, 2023

By order of the Board of Directors For A and M Jumbo Bags Limited CIN: L25202GJ2011PLC065632

Sd/-

Hitendra Jain (CEO)

(DIN: 05168726)

Sd/-

Varun J. Shah Director (DIN:07740874)

SECRETARIAL AUDIT REPORTS FORM NO. MR-3

For the financial year ended March 31, 2023 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

THE BOARD OF DIRECTORS,

A AND M Jumbo Bags Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by A AND M Jumbo Bags Limited (hereinafter called ‘the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Companys 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 authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, read with Annexure - I forming part of this report, the Company has, during the audit period covering the financial year ended on March 31, 2023, generally 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.

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:

I. The Companies Act, 2013 ("the Act") and the rules made there under as applicable;

II. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made there under;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under.

IV. The Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations made there under to the extent of Foreign Direct Investment;

V. 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- The Company has made non-compliance regarding SDD requirement. However, the required data of UPSI flow maintained by the company in excel format.

c) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered with National Stock Exchange of India Ltd -SME (NSE Emerged).

VI. The Revised Secretarial Standards issued by the Institute of Company Secretaries of

India.

During the period under review the Company has complied with the provisions of the Act, Rules made there under, Regulations, guidelines etc. mentioned above except followings;

1. Being Listed Company had not appointed Company Secretary as required under Section 203 of the Companies Act, 2013 and as such is non- compliant of Section 203 of the Companies Act,2013 from 01/04/2022 to 15/02/2023.

2. Independent Directors of the Company have not registered themselves in the Independent Directors Data Bank as required under Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014;

Additionally, I have relied on the representations made by the Company for systems and mechanisms formed by the Company for compliances under sector specific laws and regulations applicable to the Company other than those specifically provided above.

During the Period under review, provisions of the following Acts, Rules, Regulations, and Standards were not applicable to the Company,

I. 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; - the Company is not registered as Registrar to an Issue & Share Transfer Agent. However, the Company has appointed Big share Services Pvt. Ltd as Registrar & Share Transfer Agent as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

II. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (erstwhile Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009) and circulars/ guidelines/Amendments issued there under;

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

IV. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014) and circulars/ guidelines/Amendments issued there under;

V. The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; and

VI. The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas Direct Investment and External Commercial Borrowings.

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 :-

I/We hereby report that, during the Review Period, the listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: -

a) With regards to the provisions of the Companies Act, 2013, wherein the Company has taken various loan from banks and NBFCs, but the company has defaulted in repayment of term loan, CC a/c, car loan and other unsecured loan, reference of the same is mentioned in the audit report of the Company.

b) Company has made defaults in payment of statutory dues of TDS, Income Tax, GST

during the year

c) The Company has not been maintaining proper books of accounts and other documentation so audit has been conducted based on the management declarations.

d) It has been observed that the term loans taken by the Company were not utilized for the purpose it was borrowed. I further report that:

Also As per regulation 15 (2) of SEBI (Listing Obligation and Disclosure Requirements) 2015, the compliances with the provisions specified in Regulation 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause to (i) of sub regulation (2) of Regulation 46 and para C,D and E of Schedule V of SEBI Listing Obligation and Disclosure Requirements) 2015 shall not apply to listed entity which has listed its specified securities on the SME Exchange. The Company being listed on SME Exchange, above clauses shall not apply to the Company.

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 clarifications on the agenda items before the meetings and for meaningful participation at the meeting.

All decisions at the meeting of the Board of Directors / Committees of the Board were taken unanimously as recorded in the minutes of the meetings and no dissenting views have been recorded.

I further report that,

During the audit period, there were no event / action having major bearing on the Companys Affairs except followings:

a) Mrs. Zalak Parikh (DIN 06545622) has been removed from the post of Managing Director of the company in the Annual General Meeting held on 30th November, 2021, Approval of Form-DIR-12 for removal of Mrs. Zalak Parikh is pending for approval by the Registrar Of Companies, Ahmedabad.

b) Financial statement of subsidiary company Nanuan Finance Private Limited for the Financial Year 2022-2023 is not available therefore Auditor have considered standalone figure of the Financial Statement as a Consolidated figures for the Financial Year 2022-2023.

I further report that -

There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Sd/-

Bhumika Ranpura

Practicing Company Secretary

(ACS No.: 56577, COP No.: 22356 )

Place: Ahmedabad Date: 4^th August, 2023

Note: This Report is to be read with my letter of even date which is annexed as Annexure - forms and I an integral part of this report.

To,

The Members,

A AND M Jumbo Bags Limited

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of secretarial records. The verification was done on test basis, on the records and documents provided by the Management of the Company, to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices followed by me provide a reasonable basis for my opinion.

3. In respect of laws, rules and regulations other than those specifically mentioned in my report above, I have limited my review, analysis and reporting up to process and system adopted by the Company for compliance with the same and have not verified detailed compliance, submissions, reporting under such laws etc. nor verified correctness and appropriateness thereof including financial records and books of accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards and its proper and adequate presentation and submission in prescribed formats is the responsibility of management. My examination was limited to the verification of procedures on test basis and not its one to one contents.

6. The Secretarial Audit report is neither an assurance as to compliance in totality or the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Bhumika Ranpura

Practicing Company Secretary

ACS No.56577

COP No. 22356

Place: Ahmedabad

Date: 4^th August, 2023