jagan lamps ltd share price Directors report


Dear Members,

Your Directors have pleasure in presenting the 31st (THIRTY FIRST) Annual Report on the business and operations of the Company for the year ended March 31, 2023 and the Audited Financial Statement of the Company along with Auditors Report thereon.

1. FINANCIAL HIGHLIGHTS FOR 31.03.2023 (Rs. In Lacs)

Year ended on

31.03.2023 31.03.2022

Revenue from Operations

4676.60 4469.87

Other Income

89.78 139.89

Total Income

4766.38 4609.76

Total Expenses

4410.74 4275.50

Profit/Loss before Tax

355.64 334.26

Tax Expenses

89.18 95.35

Profit/Loss after Tax

266.46 238.91

EPS

3.69 3.40

The above figures are extracted from the audited financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standard) Rules, 2015, as amended, in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 (the "Listing Regulations").

2. COMPANYS PERFORMANCE AND MATERIAL CHANGES AND COMMITMENTS

The Revenue from operations grew by 4.62% during the year to 4676.60 Lacs from 4469.87 Lacs in previous year. The Profit before tax was grew by 6.40% during the year to 355.64 Lacs from 334.26 Lacs in the previous year.

There were no material changes and commitments occurred between the end of financial year ended as on 31 March, 2023 and the date of this report which affects financial position of the Company.

3. TRANSFER TO RESERVE

An amount of Rs. 194.84 Lacs has been transferred to General Reserve for financial year ended on 31st March 2023.

4. DIVIDEND

The Board of Directors does not recommend any dividend for the year.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in nature of business of the company.

6. DETAIL OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, Joint Ventures and Associate Company.

7. SHARE CAPITAL

The Paid up equity share capital as on 31st March, 2023 was 729.52 Lacs. The Company in their Board meeting held on 14.11.2022 has allotted 1,38,783 equity shares of Rs. 10 each pursuant to conversion of 73,000 Compulsory Convertible Debentures (CCDs) on a preferential basis in accordance with provisions of Chapter V of SEBI (ICDR) Regulations, 2018.

There was no public issue, right issue, bonus issue during the period under report. The Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity during the period under report.

8. FIXED DEPOSIT / PUBLIC DEPOSITS

During the year under review, the company has neither accepted nor renewed any deposits in Terms of Chapter V of the Companies Act, 2013 and Rules framed there under.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The board of directors of the Company comprises of a combination of executive and non-executive directors with woman directors and 50% of the board of directors comprises of non-executive directors.

RETIREMENT BY ROTATION:

As per the provisions of Section 152(6) of the Companies Act, 2013, not less than two-third of the total number of Directors, other than Independent Directors shall be liable to retire by rotation. One third of these Directors are required to retire every year. Ms. Rekha Aggarwal (DIN: 07887630) will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, offer himself for re-appointment. A detailed profile of Ms. Rekha Aggarwal (DIN: 07887630) along with additional information required under Regulation 36(3) of Listing Regulations and Secretarial Standard on general meetings is provided separately by way of Annexure to the Notice convening the 31st Annual General Meeting of the Company. The Board recommends his re-appointment for members approval.

RE-APPOINTMENT OF DIRECTORS:

The Board of Directors of the Company at its meeting held on August 12, 2023, after taking into consideration recommendations of the Nomination & Remuneration Committee of the Company and subject to requisite approvals of the shareholders at the ensuing 31st Annual General Meeting, have reappointed: a) Mr. Hemant Mangla as Non- Executive Non-Independent Director of the Company for second term of 5 (five) years with effect from July 25, 2023; b) Mr. Saras Kumar as Non-Executive Non-Independent Director of the Company, not liable to retire by rotation, for a period of 5 (five) years with effect from August 14, 2023. In the opinion of the Board, Mr. Hemant Mangla and Mr. Saras Kumar possesses requisite skills & expertise required for the business and operations of the Company.

CHANGE IN THE BOARD & KEY MANAGERIAL PERSONNEL

Mr. Sandeep Yadav resigned from the position of Company Secretary & Compliance Officer of the Company with effect from closing of working hours of April 23, 2023. The Board at its meeting held on July 05, 2023, pursuant to the recommendation of Nomination and Remuneration Committee appointed Ms. Anuradha Malik as Company Secretary (Key Managerial Personnel) and Compliance Officer of the Company w.e.f. July 06, 2023. There has been no other change in the Directors and Key Managerial Personnel of the Company during the financial year under review.

10. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company had already constituted Nomination and Remuneration Committee as required under SubSection (1) of Section 178 of the Companies Act, 2013 comprising of Mr. Hemant Mangla (Independent Director) chairman of the Committee, Ms. Rekha Aggarwal (Non-Executive Director), Mrs. Shweta Nathani (Independent Director), Members of the Committee.

The Company has also formulated a Policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Companies Act, 2013 and the same is annexed as Annexure-I with this report.

11. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

12. DECLARATION FROM THE INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. It may be noted that all the Independent Directors on the Board of the Company as on March 31, 2023 and as on the date of Annual Report have been registered in the data bank of Independent Directors as per Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Independent Directors shall undertake the online proficiency self-assessment test, as applicable, in accordance with the timeline as per Rule & Regulations as applicable.

13. RELATION BETWEEN DIRECTORS INTER SE AS PER SECTION 2(77) OF THE COMPANIES ACT 2013

Director

Inter se Relationship Between Directors

Directors Relationship
Ms. Rekha Aggarwal Wife
Mr. Ashish Aggarwal Mr. Raghav Aggarwal Son

There is no other inter se relation between directors as per the provisions of Companies Act, 2013.

14. DIRECTOR RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls established and maintained by the company, work performed by the Internal, Statutory, Secretarial Auditors and external agencies, the review performed by the management and the relevant Board Committees, the Board with the concurrence of the Audit Committee is of the opinion that the company Internal financial controls were adequate and effective as on 31st March 2023. Accordingly, pursuant to section 134(5) of the Companies Act 2013 the Board of Directors to the best of their Knowledge and ability confirm:- a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) That we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit and loss of the company for that period; c) That proper and sufficient care has been taken 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; d) That the annual accounts have been prepared on a going concern basis; e) That proper system to ensure compliance with the provisions of all applicable laws were in place and that such system were adequate and operating effectively; and f) That proper internal financial control were laid down and that such internal financial controls are adequate and were operating effectively.

15. STATUTORY AUDITORS AND AUDITORS REPORT

At the twenty-seventh AGM held on September 30, 2019 the Members approved appointment of M/s KASG & Co., Chartered Accountants (Firm Registration No. 002228C) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 32nd AGM. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM.

The Auditors in their report does not contain any qualification, reservation or adverse remark or disclaimer.

The Auditors have not reported any fraud committed against the Company by its officers or employees during the financial year 2022-23. Therefore, no detail is required to be disclosed under section 134(3)(ca) of Companies Act, 2013.

16. SECRETARIAL AUDITORS

The Board had appointed M/s Mehak Gupta & Associates (Membership No. FCS 10703, CP No. 15013), Practicing Company Secretaries, New Delhi, to conduct secretarial audit for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended 31 March 2023 is enclosed as Annexure-II. The said Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

The Auditors have not reported any fraud committed against the Company by its officers or employees during the financial year 2022-23. Therefore, no detail is required to be disclosed under section 134(3)(ca) of Companies Act, 2013.

17. INTERNAL AUDITORS

Mr. Surendra Parsad, employee of the Company is the Internal Auditor of the Company for the financial year 2022-23. During the period under review no fraud was reported by the Auditors. Therefore, no detail is required to be disclosed under section 134(3)(ca) of Companies Act, 2013.

18. COST AUDITORS

There is no statutory requirement to appoint the Cost Auditor as per Section 148 of the Companies Act 2013 read with Companies (Cost Records and Audit) Rules 2014.

19. CORPORATE GOVERNANCE

As per Regulation 15(2) of the listing Regulations, the compliance with corporate governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of regulation 46 (2) and para C,D,E of Schedule V is not applicable to the Company during the year under review.

20. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company in Form MGT- 7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.jaganlamps.com.

21. BOARD MEETINGS

During the financial year 2022-23, 08 (Eight) Board Meetings (06.05.2022, 30.05.2022, 12.08.2022, 30.08.2022, 12.10.2022, 14.11.2022, 07.01.2023 & 14.02.2023) were convened and held. The detail of the attendance of Board meeting mentioned below:

4Name of Director

Designation

Category

Attendance Particulars

Board Meetings Last AGM

Mr. Ashish Aggarwal

Managing Director

Promoter/Executive Director

08/08 Yes

Mrs. Rekha Aggarwal

Director Promoter/Non 08/08 Yes
Executive Director

Mrs. Raghav Aggarwal

Director Non Executive 01/08 No
Director

Ms. Shweta Nathani

Director Independent Non 08/08 Yes
Executive Director

Mr. Hemant Mangla

Director Independent Non 08/08 Yes
Executive Director

Mr. Saras Kumar

Director Independent Non 08/08 Yes
Executive Director

None of the directors of the Board serve as Member of more than 10 committees nor do they chair more than 5 Committees as per the requirements of the Listing Agreement.

22. COMPOSITION OF AUDIT COMMITTEE

The Board has constituted an Audit Committee as required under companies act 2013, which comprises of Mr. Saras Kumar, as the Chairman, Mrs. Shweta Nathani and Ms. Rekha Aggarwal as Members of the Committee. All the recommendations made by the Audit committee were accepted by the Board.

During the financial year 2022-23 Five Audit Committee Meetings (21.05.2022, 06.08.2022, 05.11.2022, 03.01.2023 & 06.02.2023) were convened and held.

23. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

The Board has constituted an Nomination & Remuneration Committee as required under companies act 2013, which comprises of Mr. Hemant Mangla, as the Chairman, Mrs. Shweta Nathani and Mrs. Rekha Aggarwal as the Members. All the recommendations made by the committee were accepted by the Board.

During the financial year 2022-23 One Nomination & Remuneration Committee Meetings (30.08.2022) was convened and held.

24. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholder relationship Committee has formed pursuant to the listing regulations for specifically looks in to redressal of shareholders and investors complaints such as transfer of shares, non receipt of share certificates, non-receipt of Balance sheet, non receipt of declared dividends if any and to ensure expeditious transfer process etc. The committee comprises of Mr. Saras Kumar, as the Chairman, Mrs. Shweta Nathani and Mr. Ashish Aggarwal, as Members of the committee.

During the Financial Year 2022-23, 3 (Three) Stakeholders Relationship Committee meetings (09.05.2022, 30.05.2022 & 15.02.2023) was convened and held.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with Related Parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2022-23 in the prescribed format, AOC-2 is annexed as Annexure-III to the Board Report. The policy on Related Party Transactions has been uploaded on the website i.e. www.jaganlamps.com.

Disclosure of all the transactions entered by the Company with related parties is set out in Notes of the Financial Statements of the Company in the format prescribed in the relevant Accounting Standards.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, Company neither gave any Loans, Guarantees nor made Investments which are covered under the Provisions of Section 186 of the Companies Act, 2013.

27. DISCLOSURE ON THE COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year 2022-23, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, in terms of Section 118(10) of the Companies Act, 2013.

28. POLICY FOR PROCEDURE OF INQUIRY IN CASE OF LEAK OF UNPUBLISHED PRICE SENSITIVE

INFORMATION ("UPSI")

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has formulated a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. In pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI"). Policy for procedure of Inquiry in case of Leak of Unpublished Price

Sensitive information ("UPSI") can be accessed on the companys website at www.jaganlamps.com.

29. INSIDER TRADING -CODE OF CONDUCT

In pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted the Insider Trading Code. The Code provides framework for dealing with the securities of Company in mandated manner. The above Insider Trading-code of conduct can be accessed on the companys website at www.jaganlamps.com.

30. FINANCIAL YEAR

The Company follows the Financial Year commence from 1 April and ends 31 March of subsequent year.

31. INSURANCE OF PROPERTIES AND ASSETS OF THE COMPANY

The properties and assets of the company are adequately insured during the period under review.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN

THE END OF FINANCIAL YEAR AND THE DATE OF REPORT

There were no material changes and commitments affecting Financial Position between the end of the financial year and the date of report.

34. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Financial Statements of the Company comply with the Ind AS specified under Section 133 of the Act. Your Company has put in place adequate internal controls with reference to accuracy and completeness of the accounting records and timely preparation of reliable financial information, commensurate with the size, scale and complexity of operations and ensures compliance with various policies and statutes in keeping with the organizations pace of growth, increasing complexity of operations, prevention and detection of frauds and errors. The design and effectiveness of key controls were tested and no material weaknesses were observed. The Audit Committee reviews and evaluates the adequacy of internal financial control periodically. Efficacy of Internal control systems are tested periodically by Internal Auditors with and Internal Control over financial reporting is tested and certified by Statutory Auditors. The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by the Internal Audit Team. During the year under review, no material or serious observation has been highlighted for inefficiency or inadequacy of such controls.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND

OUTGO

(A) CONSERVATION OF ENERGY

The Company has continued its efforts to organize incremental improvements in energy conservation across plant locations, plant equipment and technologies. (i) Regular review of energy conservation, consumption and effective control and utilization of energy. (ii) The Company is under discussion to Install Solar power Plant. (iii) The capital investment on energy conservation equipments:- Under Negotiations

(B) TECHNOLOGY ABSORPTION

(i) The efforts made towards technology absorption:-

The Company has installed latest Technology Equipment using PLC Controls.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:- The Company is now using 41.22% of Imported raw Material during the financial year 2022-23 as against 48.47% until last financial Year 2021-22. (iii) in case of imported technology- Not Applicable (a) The details of technology imported; (b) The year of import; (c) Whether the technology been fully absorbed; (d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and (iv) the expenditure incurred on Research and Development: NIL Your company is manufacturing Halogen Lamps with well established technologies and hence does not require any Research and Development efforts.

(C) FOREIGN EXCHANGE EARNING AND OUTGO

(Rs. in Lakhs)
Earnings from Exports 2252.36
Outgo Import of Raw Material & Capital Goods 1591.94
Foreign Travel / Mkt. Expenses 1.55
Exhibition 9.88
Commission 22.94
Others 0.33
NET EARNING 625.72

36. RISK MANAGEMENT

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/operations of the Company.

37. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism Policy/Whistle Blower Policy to deal with instances of fraud and mismanagement and to enable Directors and Employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and to report incidents of leak or suspected leak of unpublished price sensitive information. The said Policy ensures that strict confidentiality is maintained in respect of whistle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The Policy on Vigil Mechanism/ Whistle Blower Mechanism can be accessed through website of the Company viz. www.jaganlamps.com.

During the financial year under review, no complaint pertaining to the Company was received under the Whistle Blower Mechanism.

38. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION

PROHIBITION AND REDRESSAL) ACT 2013

Pursuant to the requirements of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with the Rules thereunder, your Company has formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment. During the financial year under review, no complaints were received from any of the employees regarding Sexual Harassment at workplace.

39. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Board Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office and / or

Corporate Office of the Company during business hours between 10.00 am to 12.00 noon on working days (Except Saturday) of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

40. DISCLOSURE OF REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ

WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULE,2014

(I) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23:

Except the remuneration paid to Mr. Ashish Aggarwal, Managing Director of the Company, none of other directors drawing remuneration from the Company.

The ratio of the remuneration of Mr. Ashish Aggarwal, Managing Director to the median remuneration of the employees is 20.96%.

(ii) The percentage increase in remuneration of each Director, Chief Financial officer and Company Secretary during the Financial Year 2022-23 are as under:

S.No

Name of Director/KMP and Designation

% Increase in remuneration in 23 FY 2022-
1 Mr. Ashish Aggarwal- 0.00%
(Managing Director)
2. Ms. Rekha Aggarwal 0.00%
(CFO)
4. Mr. Sandeep Yadav 2.62%
(Company Secretary )

(iii) The percentage increase in the mediation remuneration of employees of the Company for the financial year 2022-23:

The median remuneration of the employees in the financial year 2022-23 was increased by 8.33% as compared to last financial year.

(iv) The number of permanent employees on the rolls of the Company as on 31.03.2023:

There were 139 permanent employees on the rolls of the company as on 31.03.2023.

(v) The average percentile increase already made in the salaries of employees other than managerial personnel in the last financial year i.e. 2022-23 and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase in the salaries of employees excluding the managerial personnel for financial year2022-23 is 30.74%.

Average percentile increase in the remuneration of managerial personnel in the last financial year 2022-23 is 0.00%.

(vi) Particulars of employees posted and working in a country outside India, not being directors or their relatives, drawing more than 60 lakh rupees per financial year or five lakh rupees per month:

None of the employees posted and working outside India, not being directors or their relatives, drawing more than 60 lakh rupees per financial year or five lakh rupees per month.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015("Listing Regulations") The Management

Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual report attached as Annexure- IV.

42. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within preview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

43. ANNUAL COMPLIANCE AFFIRMATION:

Pursuant to the requirements of Regulation 26(3) of Listing Regulations, all members of the Board of Directors and senior management personnel have affirmed compliance with the code of conduct for Board of Directors and senior management personnel.

44. GENERAL DISCLOSURES:

The Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise as per Section

43(a)(ii) of the Companies Act, 2013; b. The Company does not have any subsidiaries hence, disclosure on remuneration or commission received by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries is not applicable. c. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees; d. Disclosure on non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 is not applicable. e. As per Regulation 34(3) read with Schedule V of the Listing Regulations, there are no shares lying in the Suspense Account of the Company so details are not applicable. f. The Company has not made any application and there are no pending proceedings under the

Insolvency and Bankruptcy Code, 2016. g. The Company is solvent and financially healthy hence there were no instance of one-time settlement with Banks or Financial Institutions during the financial year 2022-23.

45. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities Laws and Regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India.

46. ACKNOWLEDGEMENT

The Directors thank the Companys employees, customers, vendors and investors for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their cooperation.

The Directors appreciate and value the contribution made by every member of the JAGAN family. Their dedicated efforts and enthusiasm has been integral to your Companys growth.