Jain Resource Recycling Ltd Directors Report

DIRECTORS REPORT FOR THE FINANCIAL YEAR 2023-24

To

The Members

Jain Resource Recycling Private Limited

Your Directors are delighted to present the 03^rd Annual Report of your Company along with the Audited Financial Statements for the Financial Year 2023-24.

1. Financial summary or highlights/Performance of the Company:

The Standalone and Consolidated Financial Results of the Company during the Financial Year ended on 31st March, 2024 are as under:

	Consolidated		Standalone
Particulars	Amount (Rs.) in lakhs	Amount (Rs.) in lakhs	Amount (Rs.) in lakhs	Amount (Rs.) in lakhs
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Sales and Other Income	300,602.20	192,683.5 4	272,834.6 9	188,912.18
Profit /(Loss) before Depreciation, Interest and Tax	20,308.05	11,249.10	18,865.49	10,997.00
Interest	3,426.52	2,027.52	3,011.02	1,956.59
Depreciation	1,169.73	1,029.94	700.83	888.52
Profit/ (Loss) before Tax	15,711.80	8,191.64	15,153.64	8,151.89
Less: Provision for Tax
Current Tax	3,856.05	2,665.90	3,712.22	2,660.88
Deferred Tax	96.31	(570.12)	144.92	-573.13
Extraordinary Items
Profit after Tax	11,759.44	6095.86	11,296.50	6,064.13

2. State of Companys Affairs & Operations

During the year under review, your Company on a standalone basis achieved a total revenue of Rs. 272,834.69 Lakhs and made a profit after tax of Rs 11,296.50 Lakhs during FY 2023-24 as against a total income of Rs.188,912.19 Lakhs and Profit After Tax of Rs. 6,064.18 Lakhs during the Previous year. Further, your Company on a consolidated basis achieved a total revenue of Rs. 300,602.20 lakhs and made a profit after tax of Rs. 11,759.44 lakhs during FY 2023-24 as against a total income of Rs. 192,683.54 lakhs and profit after tax of Rs. 6,095.86 lakhs during the previous year.

3. Overview of the Company

Your Company was started as a partnership firm under the name of M/s. Jain Metal Rolling Mills on 01^st April 1953 and later converted into Private limited Company on 25^th February 2022. Your Company is into recycling of lead & copper since 2013.

Your Company incorporated Jain Green Technologies Private Limited (JGT) on 24^tl1 January 2022 and is presently a Wholly Owned Subsidiary of your Company. JGT is into recycling of aluminum. All the manufacturing units are located in Gummidipoondi, near Chennai.

Your Company is one of Indias largest and fastest-growing non-ferrous metal recycling businesses. With a legacy spanning over seven decades in the metal trading and processing industry, your Company boasts a diverse portfolio of recycled metals, including lead, copper, aluminum, and various associated alloys. Your Company has grown to become a significant contributor to the Indian metal recycling sector, known for its commitment to sustainability, quality, and innovation.

Your Companys global sourcing capabilities are bolstered by offices in the Americas, F.MFA, and the Pacific, supported by a robust network of collection agents and strong partnerships with scrapyards.

With strong global supply chain capabilities, over 80% of the scrap is imported from more than 70 countries, and your Company meets the demands of marquee clients in over 20 countries.

Your Company is registered with the London Metal Exchange - one of the two companies from India to be registered in London Metal Exchange (LME). The advantages of the membership are as follows:

1. The quality of the products are established as its an LME registered brand & hence it can be supplied to any MNC in the world.

2. The products can be delivered to any warehouse & the prices can be realised without anv issues

3. The selling & purchase prices are always benchmarked to the LME prices.

4. Transfer to Reserves

During the period under review, the Company has not transferred any amount to the General Reserve.

5. Dividend

Though the Company has earned profits, your directors do not recommend any dividend for the year under review, as they intend to retain the profit in the business keeping in view the future growth plans of the Company.

6. Change in the Share capital of the Company.

During the year, the authorized share capital of the Company was increased from Rs. 42,50,00,00 (Forty-two Crore fifty Lakhs) comprising of Rs. 40,00,00,000 (Rupees Forty Crore) divided into 4,00,00,000 (Four Crore) equity shares of Rs.10/- (Rupees Ten Only) each and Rs. 2,50,00,000 (Rupees Two Crore Fifty Lakh) divided into 25,00,000 (Twenty-Five Lakh) 0.01 % Optionally Convertible and Redeemable Preference share Capital of Rs. 10/- (Rupees Ten Only) each to Rs 43,55,00,000 (Rupees Forty-Three Crore Fifty Five Lakhs) comprising of Rs. 41,05,00,000 (Fortv-One Crore Five Lakhs only) divided into 4,10,50,000 (four Crore Ten Lakhs Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten Only) each and Rs. 2,50,00,000 (Rupees Two Crore Fifty Lakhs) divided into 25,00,000 (Twenty-Five Lakh) 0.01% Optionally Convertible and Redeemable Preference share Capital of Rs. 10/- (Rupees Ten Only) by was of addition of capital of Rs.1,05,00,000 (Rupees One crore Five Lakhs) divided into 10,50,000 (Ten lakhs Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten Only).

The Company had during the year under review issued 10,25,641 equity shares of Face Value of Rs. 10/- at a premium of Rs. 53/- Per Share to Mr. Mavank Pareek, Director of the Company. The details of changes in the capital structure is as below.

Particulars		No of Share		Face value Rs.		Total Paid-up Capital Rs.
Equity share Capital as on April 1,2023		4,00,00,000		10		40,00,00,000
0.01% Optionally Convertible and redeemable Preference Shares as on April 1, 2023		22,06,000		10		2,20,60,000
Allotment of Equity shares during the year	10,25,641		10		1,02,56,410
Paid-up Capital as on March 31, 2024	4,32,31,641		10		43,23,16,410

7. Public Deposits

The Company has not accepted any public deposits under Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

8. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company has not declared any dividend in the past years and hence no amount is due for transfer to the Investor Education and Protection Fund.

9. Extract of the Annual Return

In accordance with Section 134(3)(a) and section 92(3) of the Companies Act, 2013, the annual return in Form MGT-7 is placed on the website of the Company and is available at https: / / www.iainmetalgroup.com.

10. Statutory Auditors and their Report

During the financial year under review, M/s. NUK Associates, Chartered Accountants, (JCA1 Firm Registration No.006839S/Membership No.027324) resigned as auditors of the Company.

In accordance with the provisions of Section 139(8) of the Companies Act, 2013, and other applicable provisions, if any, M/s. CNGSN & Associates, Chartered Accountants, Chennai (FRN- 004915S/S200036) were appointed by the Board of Directors as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of the previous auditors. This appointment was approved by the shareholders at the Extra-Ordinary General Meeting held on 19^th December 2023. In accordance with the provisions of Section 139(8) of the Companies Act, 2013, M/s. CNGSN & Associates, Chartered Accountants, will hold office as statutory auditors of the Company up to the conclusion of the ensuing Annual General Meeting.

As the term of the current Statutory Auditors of the Company, M/s. CNGSN & Associates, is due to expire at the conclusion of the ensuing Annual General Meeting (AGM), the Board of Directors, at its meeting held on 30^lh August, 2024 has recommended the appointment of M/s. MSKC & Associates, Chartered Accountants, Chennai (Firm Registration Number: 001595S), as the Statutory Auditors of the Company for a term of five (5) years, commencing from the conclusion of the ensuing AGM till the conclusion of the AGM to be held in the year 2029.

M/s. MSKC & Associates is a reputed firm with significant expertise in providing auditing and advisory sendees. They have expressed their willingness to act as the Statutory Auditors of the Company and have confirmed their eligibility under Sections 139 and 141 of the Companies Act, 2013, read with the rules made thereunder. The Board of Directors have reviewed their credentials and are satisfied with their suitability for the role.

The Board recommends the appointment of M/s. MSKC & Associates, Chartered Accountants, Chennai, as the Statutory Auditors of the Company, to the shareholders for approval at the ensuing Annual General Meeting.

The report of the Statutory Auditors M/s. CNGSN & Associates, Chartered Accountants, for the financial year ended March 31, 2024 along with the audited standalone and consolidated financial statements are enclosed to this report. The observations made in the Auditors Report are self-explanatory, contain no qualification, reservation, adverse remarks and disclaimers and therefore do not call for any further comments.

11. Frauds Reported by the Auditors

No fraudulent activities were reported by the auditors of the Company during the period under review pursuant to the provision of Section 143(12) of the Companies Act, 2013.

12. Change in the Nature of Business

There was no change in the nature of business of the Company during the Financial Year 2023-24.

Addition of new object clause in MOA

During the financial year under review, your Company made amendments to its Memorandum of Association (MOA) as given below:

Addition of Clause 3.5: On 24th July 2023, the shareholders approved the addition of a new Clause 3.5 under the Objects clause of the MOA through a special resolution passed at the Extra-Ordinary General Meeting. This new clause allows the Company to establish and carry on in India or elsewhere the business of manufacture, produce, process, import, Export and trading, all types of food and food products both in India and internationally.

Addition of Clause 3.6: On 11th December 2023, the shareholders passed a special resolution at the Extra-Ordinary General Meeting to add a new Clause 3.6 under the Objects clause of the MOA. This clause enables the Company to engage in the business of trading, manufacturing, processing, importing, and exporting of precious and semi-precious metals, precious and semi-precious metal scraps, and precious and semi-precious stones, gems, and pearls.

Both amendments were made in compliance with the provisions of the Companies Act, 2013.

Scheme of Arrangement and Amalgamation

During the financial year, the Board of Directors of the Company approved a Scheme of Arrangement and Amalgamation between the Company and Jain Recycling Private Limited (JRPL) (hereinafter referred to as "the Scheme") which provides for amalgamation of Jain Recycling Private Limited into the Company. The Scheme also provides for redemption of all the optionally convertible redeemable preference shares and convertible preference shares of the Company and JRPL by way of capital reduction. The Scheme is designed to enhance operational efficiencies, streamline operations, and create a stronger, more unified entity.

The Scheme is subject to the requisite approvals, including the sanction of the Honble National Company Law Tribunal (NCLT).

The Board believes that this amalgamation will be in the best interests of all stakeholders, including shareholders, creditors, and employees, and will contribute to the long-term growth and sustainability of the combined entity.

13. Details of Board Meeting Conducted During the Financial Year ended March 31, 2024

The Company had conducted 18 (Sixteenth) board meetings during the financial year 2023-24 details of which are given below:

Sr. No.	Date of Board Meeting	Board Strength	No. of Directors Present
1.	15.04.2023	5	4
2	06.05.2023	4	3
3	29.05.2023	4	3
4	06.06.2023	4	3
5	30.06.2023	4	4
6	07.07.2023	4	4
7	20.09.2023	4	4
8	22.09.2023	4	4
9	31.10.2023	4	4
10	01.11.2023	4	4
11	08.12.2023	4	4
12	11.12.2023	4	4
13	14.12.2023	4	4
14	23.01.2024	4	3
15	07.02.2024	4	4
16	14.02.2024	4	4
17	21.02.2024	4	4
18	22.03.2024	4	4

14. Directors and Key Managerial Personnel

During the year 2023-24 under review Mr. Sanchit Jain resigned as Director of the Company on 15^th April 2023. The details of the changes in the directors and key managerial personnel of the Company during the year under review is given below:

Sr. No.	Name	Designation	Changes during the year, if any
1	Mr. Kamlesh Jain	ChairmaCum Managing Director	Nil
2	Mr. Hemant Shantilal Jain	Director	Nil
3	Mr. Mavank J Pareek	Director	Nil
4	Mr. Shreyansh Jain	Director	Nil
5	Mr. Sanchit Jain	Director	Resigned on 15th April 2023
6	Mr. Amit Kumar Parakh	Company Secretary	Nil

Shareholding of Directors

Sr. No. Name	No. of Shares
1 Kamlesh Jain	3,96,00,000
2 Sanchit Jain (Resigned as Director on 15th April 2023)	4,00,000
3 Mayank Pa reek	10,25,641

The details of loan taken from Directors / given to Directors, is given below:

Details of Outstanding Loans due by the Company to Directors and their relatives:

Sr. No. Name	Designation	Loan outstanding as on March 31, 2024 (amount in Lakhs Rs.)
2 Hemant Shantilal Jain	Director	160.67
3 Mavank Pareek	Director	65.00

15. Director Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year 2023-24 the Board of Directors state that:

a. The applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

b. Reasonable and prudent accounting policies have been used in the preparation of the financial statements, that they have been consistently applied and that reasonable and prudent judgments and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the Company as at 31-March-2024 and the profit of the year ended 31-March-2024;

c. Proper and sufficient care has been taken for 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;

d. The financial statements have been prepared on a going concern basis.

e. 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.

16. Details of significant material orders passed by regulators/courts/ tribunals against the going concern status of the company.

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

17. Material Changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which this financial Statements relate and the date of the Report

No material changes or commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report (30th August 2024).

However, The Company has issued

5.000 (Ten Thousand) Unsecured Optionally Fully Convertible Debentures (OFCDs) to Survavanshi Commotrade Private Limited at a face value of Rs. 1.00. 00.000/- aggregating to Rs. 50.00 Crore on 08^th August 2024 through private placement basis.

5.000 (Ten Thousand) Unsecured Optionally Fully Convertible Debentures (OFCDs) to Bengal Finance and Investment Private Limited at a face value of Rs. 1,00,00,000/- aggregating to Rs. 50.00 Crore on 08^th August 2024 through private placement basis.

3.000 (Three Thousand) Unsecured Optionally Fully Convertible Debentures (OFCDs) to Me Jain Infoservices Private Limited at a face value of Rs. 1.00. 00.000/- aggregating to Rs. 50.00 Crore on 17^th August 2024 through private placement basis.

18. Secretarial Audit

As per Section 204 (1) of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Secretarial Audit is applicable to the Company for the financial vear 202324.

The company has appointed Mrs. Sanka Indrani, Practicing Company Secretary (Membership No. A-26291 and Certificate of Practice No.21983) as Secretarial Auditor of the Company for the financial year 2023-24. The Company has taken the necessary steps to comply with Secretarial Standards applicable to the Company. The Secretarial Audit Report is annexed herewith as "Annexure- C". There are no qualification/ observations in the said Report.

19. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

The Company has provided corporate guarantee in respect of loans borrowed by other entities aggregating to Rs. 35,900 Lakhs and Rs.14,434.77 lakhs as Loans to other Companies under the provisions of Section 186 of the Companies Act, 2013 during the financial year 2023-24. As at March 31, 2024, the outstanding balance of the loan against which the corporate guarantee was given by the Company was Rs. 35900 Lakhs and the balance outstanding on the loans was Rs.3502.14 Lakhs. The details of the loans and guarantees given under Section 186 of the Companies is provided in the notes forming part of the audited financial statements.

20. Details of buyback, sweat equity, bonus issue and stock options

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

21. Subsidiaries, Joint Ventures and Associate Companies

As on March 31, 2024, the Company had one subsidiary, Jain Green Technologies Private Limited which is into recycling of aluminum.

The information as required under first proviso to sub-section (3) of Section 129 is given in Form AOC-1 in Annexure - D

22. Appointment of Independent Director

The provisions of Section 149 of the Companies Act, 2013 pertaining to the appointment of Independent Directors are not applicable to your Company during the year under review.

23. Details of Conservation of Energy, Technology Absorption as mentioned in Rule 8 Companies (Accounts) Rules, 2014

Statement giving the details of conservation of energy, technology absorption and foreign exchange earning & outgo in accordance with requirements of Section 134 (3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, is as follows

(A) CONSERVATION OF ENERGY

The steps taken or impact on conservation of energy		The Company is taking adequate steps to conserve the energy at all the levels and has also implemented various measures for reduction in consumption of energy like:
		a. Installation of Energy Efficient Machines.
		b. Education and Awareness for effective energy control.
		c. Using LED lighting throughout the facility. d. Installation of liquid oxygen plant for better fuel management.
		e. Utilizing sky-lighting within the plant.
The steps taken by the company for utilizing alternate sources of Energy		The Company is procuring 2.6 MW of solar power from third party suppliers towards its commitment to sustainability
The capital investment on energy conservation equipment		NA
(B) TECHNOLOGY ABSORPTION
The efforts made towards technology absorption		NA
The benefits derived like product improvement, cost reduction, product development or import substitution		NA
In case of imported technology (imported during the last three vears reckoned J from the beginning of the financial year)	NA
The expenditure incurred on research and development	NA
(C) FOREIGN CURRENCY TRANSACTIONS
Total Income earned in Foreign Currency during the year	154781.28 Lakhs
Total expenditure incurred in Foreign Currency during the year	210442.68 Lakhs

24. Details in respect of Adequacy of Internal Financial Controls with Reference to the Financial Statements.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2023-24.

25. Maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013

The Company is required to maintain cost records and to appoint Cost auditors under Section 148(1) of the Companies Act, 2013 and Companies (Cost Records and Audit) Rules, 2014. The provision of maintenance of cost audit records and filing the same is applicable to the Company for the Financial year 2023-24 under review. Accordingly, Mr. B. Venkateswar, Cost Accountants, (M. No.27622 Firm Registration Number - 100753) has been appointed as the Cost Auditors of the Company, to conduct the audit of the cost records of the Company as prescribed under the Companies (Cost Records and Audit) Rules 2014, for the Financial Year ending March 31, 2024.

The Board of Directors of the Company at their meeting held on 15^,h April 2024 had appointed Mr. B. Venkateswar, Cost Accountants, (M. No.27622 Firm Registration Number - 100753) as the Cost Auditor of the Company to conduct audit of cost records of the Company for relevant products as prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the Financial Year 2024-25.

26. Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year under review, no such complaints were received.

27. Particulars of Contracts or Arrangements Made with Related Parties

The details of transaction with Related Party in accordance with the provisions of the Companies Act, 2013 are given in AOC-2 as an Annexure-B to this report.

All transactions with related parties are in the ordinary course of business and on arms length basis.

28. Companys Policy Relating to Directors Appointment, Payment of Remuneration and Discharge of their Duties

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

29. Managerial Remuneration

The Company has paid remuneration to its Non -Executive Director Mr. Hemant Shantilal and Mr. Shreyansh lain, amounting to Rs.22.88 Lakhs and Rs. 30.00 Lakhs during the year 2023-24.

30. Vigil Mechanism

The Company has established a vigil Mechanism/ whistle blower policy for its directors and employees for reporting genuine concern to the Board about unethical behavior, actual or suspected fraud.

31. Risk Management

The Company has put in place a risk management framework to proactively identify and address potential risks, leading to enhanced risk management and improving the overall resilience of the business of the company.

32. Corporate Social Responsibility

The Company has developed and implemented CSR Policy and taken initiatives during the year as per the Companies (Corporate Social Responsibility Policy), Rules, 2014 and the annual report on CSR has been annexed to this report as Annexure-A.

The Companys CSR Policy is displayed in the Companys website https:/ / www.jainmetalgroup.com. The Company spent around Rs.77,03,430/- (Rupees Seventy-Seven Lakhs Three Thousand four hundred thirty Only ) towards its CSR initiatives during the year.

33. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (Rules) forms part of the report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Report. Further, the Report and the Annual Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members.

Name of employee	Kamlesh Jain
Remuneration Received (In Rs.)	900 Lakhs
Nature of Employment whether contractual or otherwise	Managing Director
Qualification	Graduate
Date of Commencement of Employment	25/02/2022
Age of employee and experience	54 years and 30 years of Experience
% of equity share capital held, if any	96.53%
If he/she is a relative of director/ manager, name of such director/ manager	Relative to the Directors of the company.

34. Details of application made or any preceding pending under 1BC, 2016 during the FY along with the current status.

No application has been filed or pending under 1BC, 2016 against the Company. 1 fence the said provision is not applicable to the Company.

35. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof

The Company has not undergone any one-time settlement.

36. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, employees and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.

For and on behalf of the Board of Directors
JAIN RESOURCE RECYCLING PRIVATE LIMITED
IVatTflesh Jain	Hemant Shantilal Jain
Managing Director	Director
DIN:01447952	DIN:06545627
Place: Chennai
Date:30.08.2024