Ameenji Rubber Ltd Directors Report

To,

The Members,

AMEBNJI RUBBER LIMITED

Your Directors have pleasure in presenting the 18^th Annual Report of your company along with the Audited Financial Statements for the Financial Year ended on March 31, 2024 ("financial year under review"). Further, in compliance with the Companies Act, 2013 the company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. Financial Performance:

The financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the applicable accounting standards.

Key highlights of financial performance of your Company for the financial year ended March 31, 2024 as compared to the previous financial year is summarized as below:

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Revenue from Operations	8333.84	8564.08
Other income	90.29	12.85
Total income	8424.13	8576.93
Total Expenditure	7736.13	8145.67
Profit / (Loss) Before Tax	688.00	431.25
Exceptional Items	33.68	-
Less: Tax Expenses-	182.39	117.54
Provision of Earlier year	18.65	-
Deferred Tax	-1.76	-1.39
Profit/ (Loss) After Tax	455.04	315.10

2) State of Affairs;

The Company is engaged in the business of Manufacturing of Rubber and its Products. The highlights of the Companys performance during the period under review are as under:

• Revenue from operations is Rs. 8333.84 Lakhs for the FY 2023- 24 and Rs. 8564.08 Lakhs/- for the FY 2022-23.

• Net Profit for the year is Rs. 455.04 Lakhs as compared to the Profit of Rs. 315.10 Lakhs in the previous year.

? The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

3. Dividend;

Your Company has not proposed/declared any dividend during/ for the FY 2023-24.

4. Change in the nature of business;

During the financial year under review, there is no change in nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

5. Transfer to reserves;

During the year under the review, the company has transferred the profit of Rs. 455.04 Lakhs to Reserves 85 Surplus A/c.

6. Share Capital;

Authorised Capital:

During the financial year under review, the authorised capital of the Company has been increased from Rs. 36.50 Lakhs to Rs. 120.00 Lakhs vide resolution passed by its members in their Extra-Ordinary General Meeting dated 10-02-2024.

• Paid-up Capital:

The paid-up capital of the Company as on 31.03.2024 is Rs. 82.80 Lakhs.

7. Alteration in Memorandum and Articles:

During the period under review, your company has altered the capital clause of the Memorandum of Association of the Company, consequent to an increase in the authorised capital of the Company from Rs. 36.50 Lakhs to Rs. 120.00 Lakhs vide shareholders resolution dated 10-02- 2024.

However, there is no change in the Articles of Association of the Company during the period under review.

8. Subsidiary Companyfiesl/Associate Companyfies)/ Joint Ventures:

For the financial year under review, your Company doesnt have any subsidiary/ associate/ joint venture companies. Accordingly, statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 pursuant to section 129(3) of the Companies Act, 2013 is not applicable.

9. CONSOLIDATED FINANCIAL STATEMENTS

For the financial year under review, your Company doesnt have any subsidiary companies. Hence the consolidation of financial statements is not applicable.

10. Committees of the Board:

Audit Committee

The provisions under Section 177 of the Companies Act, 2013 relating to the constitution of Audit Committee are not applicable to company during the year under review.

Nomination, Remuneration Committee

The provisions under section 178 relating to constitutions of Nomination and Remuneration Committee are not applicable to the company during the year under review.

Stakeholders Relationship Committee

The provisions under section 178 relating to constitutions of Stakeholders Relationship Committee are not applicable to the company during the year under review.

11. Meeting of the board of directors:

The Board of Directors duly met 28 (Twenty-Eight) times during the Financial Year under review. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

12. Annual Evaluation:

A formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors.

13. Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory Auditors and the reviews performed by Management and the Board, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

ii. accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit/loss of the Company for the year ended on that date;

iii. proper and sufficient care have been taken for the maintenance of accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company, for preventing 8s detecting fraud and/or other irregularities;

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

v. internal financial controls have been laid down by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. Particulars of Employees:

There are no employees, whose particulars are required to be furnished under Section 197(12) read with Rule 5 (1) (2) & (3) of Companies (Appointment & Remuneration) Rules, 2014 as remuneration of none of the employee is drawing in excess of Rs.5,00,000/- per month during the financial year.

15. Statutory Auditors - Appointment and Audit Report:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. M M REDDY & CO., Chartered Accountants, FRN: 010371S, a firm of Chartered Accountants, Hyderabad was appointed as Statutory Auditors of the Company for a term of 1 (one) year from the conclusion of 17^th Annual General Meeting till the conclusion of 18^th Annual General Meeting to be held in the Year 2024.

16. Replies to the statutory auditors remarks:

The Auditors Report for the Financial Year ended 31^st March, 2024 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

17. Frauds reported by the auditors:

There are no frauds reported by auditors under sub-section (12) of section 143.

18. Internal Auditor;

The company does not require to appoint an Internal Auditor as per Section 138 of the Companies Act, 2013.

19. Internal Financial Control:

Your Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures. Your directors express their satisfaction and states that the company is having the adequate internal finance control system to the size of its operation.

20. Public Deposits:

During the financial year under review your company has not accepted/ not required to renew any deposits falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

21. Particulars of contracts or arrangements with related party:

For the details of contracts/arrangements entered with related parting during the year under the provisions of Section 188 of the Companies Act, 2013 and rules made thereunder, please refer the relevant notes to the financial statements.

22. Material changes and commitments affecting financial position of the company from the end of the financial year till the date of the report:

During the year under review, there are 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.

23. Significant and material orders passed by the regulators or courts or tribunals:

During the year under review, there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

24. Risk Management;

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate / control the probability and/or impact of unfortunate events to maximize the realization of opportunities. The company has initiated a process of preparing a comprehensive risk assessment and minimization procedure. These procedures are meant to ensure that executive management controls risk through means of a properly defined framework. The major risks are being identified by the company and its mitigation process/measures being formulated in areas of operations, recruitment, financial processes and reporting, human resources and statutory compliance.

25. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Conservation of Energy:

The operations of the Company are not energy-intensive. However, the Company is making continuous efforts on ongoing basis to conserve the energy by adopting innovative measures to reduce wastage and optimize consumption.

(i) The steps taken or impact on conservation of energy	The operations of the company are not energy intensive, adequate measures have, however, been taken, to conserve and reduce wastage and optimize consumption.
(ii) The steps taken by the company for utilizing alternate sources of energy
(iii) The Capital investment on energy conservation equipments	Nil

Technology Absorption; Nil

26. Foreign exchange earnings & outgo:

Particulars	2023-24
Foreign Exchange earnings	-
Foreign Exchange outgo	-

27. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) act, 2013:

The company is committed to provide a safe and conducive work environment to its employees and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder.

Summary of sexual harassment complaints received and disposed off:

• No. of complaints received : Nil/NA

• No. of complaints disposed off : Nil/NA

28. Corporate Social Responsibility (CSR):

Pursuant to Section 135 and Schedule VII of the Companies Act, 2013, the company do not fall under the class of companies as provided in the Act, hence, provisions of CSR shall not apply to the company.

29. Secretarial Audit Report:

The Company has not require to appoint Secretarial Auditor during the Financial Year under review.

30. Compliance with Secretarial Standards:

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

31. Opinion of the Board with regard to Integrity, Expertise and Experience of the Independent Directors appointed during the Year:

There is no appointment of Independent Director during the year under review.

32. Vigil mechanism/ whistle blower policy;

The Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Company promotes ethical behaviour and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism and Whistle-blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may report their genuine concerns to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013.

33. Cost Records/ Cost Audit:

As per the criteria laid down in Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is not required to maintain of cost records and accordingly, cost audit is not applicable to your company.

34. Green Initiatives;

The company sends the annual report to its members in electronic form, whose email addresses are registered with the company/depository participants(s). For members who have not registered email addresses, physical copies are sent in the permitted mode.

In case of any change in your email address, you are requested to please inform the same to the Company.

35. Human Resources:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

36. Annual Return:

In terms of Section 92(1) of the Act, read with Rule 11 of The Companies (Management and Administration) Rules, Annual Return for the FY 2023-24 comprising the requisite details in Form MGT-7 shall be duly filed by the company with MCA.

37. Particulars of Loans, Guarantees or Investments:

The Company has not given loans, Guarantees or made any investments during the year under review.

38. Event based disclosures

During the year under review, the Company has not taken up any of the following activities:

i. Issue of sweat equity share: NA

ii. Issue of shares with differential rights: NA

iii. Issue of shares (including sweat equity shares) to employees of

the Company: NA.

iv. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

v. Buy back shares: NA

vi. Disclosure about revision: NA

vii. Preferential Allotment of Shares: NA.

viii. Issue of equity shares with differential rights as to dividend, voting: NA

39. Rights issue:

During the year under review, the Company has raised capital by way of issue of right shares.

40. Other Disclosures:

During the year under review-

a) Your company has not revised its financial statement.

b) No application made or proceedings pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year.

c) No valuation of the Company has been done during the year under review, either for the purpose of one time settlement (OTS) or for the purpose of taking loan from bank/FIs.

41. APPRECIATION:

The Directors express their appreciation to all employees of the various divisions for their diligence and contribution to performance. The Directors also record their appreciation for the support and cooperation received from bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.