Jainam Ferro Director Discussions


To,

The Members,

Jainam Ferro Alloys (I) Limited

Your Directors take pleasure in presenting their 9thAnnual Report of the Company together with the Audited Standalone Financial Statements for the financial year ended as on 31st March, 2023.

In compliance with the applicable provisions of the Companies Act, 2013, (‘the Act?) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations?), this report covers the Financial Results, Statutory Reports and other key initiatives /developments made during the financial year 2022-23.

1. FINANCIAL STATEMENT:

The Company?s financial performance, for the year ended as on March 31, 2023 is summarized below:

The Board?s Report is prepared based on the Standalone Financial Statements of the company.

Amount in Lakhs.

Particulars 2022-23 2021-22
Revenue from Operations 25540.73 20005.94
Other Income 319.56 154.70
Total 25860.29 20160.64
Profit Before Interest, Tax & Depreciation 3333.54 3914.56
Less: Financial cost 115.20 102.67
Less: Depreciation 79.28 60.12
Profit before Tax 3139.07 3751.77
Less: Current Tax 801.08 955.06
Less: Deferred Tax Asset / (Liability) (3.49) (2.41)
Less: Tax Expense of Earlier Years 16.74 0.00
Profit after Tax 2324.73 2802.50

2. PERFORMANCE OF COMPANY:

During the year the Company has generated revenue from operations of Rs. 2,58,60.29 /- (in lacs) (including other income) as compared to previous year Rs. 2,01,60.64/- (in lacs) and has earned profit after tax of Rs. 23,24.73/- (in lacs) as compared to previous year Rs. 28,02.50/- (in lacs).

3. DIVIDEND:

In order to preserve the profit and to utilize such amount in the business activities, your directors do not recommend any dividend during the year 2022-23.

4 . TRANSFER TO RESERVE:

Your Directors find it prudent not to transfer any amount to general reserve.

5. BOARD OF DIRECTORS:

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditors? Report.

6. CHANGE IN SHARE CAPITAL:

i. Increase in the Authorized Capital of the Company during the financial year: There is no change during the Year. ii. Increase in Paid up capital of the Company during the financial year: There is no change during the

Year.

7. MAJOR EVENTS DURING THE F.Y. 2022-23

During the F.Y. 2022-23 there was no major event like FPO/Preferential Issue/bonus Issue/right issue, no major events took place during the Financial Year.

8. ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92 (3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year 2022-2023 is available on the company?s website www.jainamferro.com. In compliance of various relaxations provided by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) in the year 2022-23, Annual Report including the Notice of 9th Annual General Meeting (AGM) is being sent in electronic mode to members whose e-mail address were available with its

Registrar and Transfer Agent (RTA) or Depositories Participants (DP?s).

The members are again requested to register their e-mail address with Company or RTA for receiving e-copies of

Annual Report, Notice to the AGM and other shareholder?s communication.

9. CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

Sr. No. Name Designation
1. Mr. Archit Parakh (DIN: 06797522) Managing Director & Executive Director
2. Mr. Arpit Parakh(DIN: 06797516) Whole-time Director
3. Ms. Namita Bai Parakh (DIN: 08165874) Non-Executive and Non-Independent Director
4. Mr. Gyan Das Manikpuri (DIN:09082141) Non-Executive Director
5. Mr. Keshav Sharma (DIN: 09529899)* Non-Executive Independent Director
6. Mr. Rohit Parakh (DIN: 01729344)** Non-Executive Independent Director
7. CS Aakash Agarwal Company Secretary and Compliance Officer
8. Mr. Raj Kishor Vishwakarma *** Chief Financial Officer

 

*Mr. Keshav Sharma appointed as the Additional Director in the category of Independent Director w.e.f. 26th May, 2022 and he was further regularized in the EOGM held on 25th August 2022 as an Independent Director.

**Mr. Rohit Parakh appointed as the Additional Director in the category of Independent Director w.e.f. 1st August, 2022 and he was further regularized in the EOGM held on 25th August 2022 as an Independent Director.

***Mr. Raj Kishor Vishwakarma appointed as the CFO of the company and Mr. Basant Vyas resigned from the post of CFO w.e.f. 1st September, 2022.

# Mr. ramakant Sarda (DIN 08190399) resigned from the post of Independent Director of the company w.e.f. 01st August, 2022.

## Mr. Nandkishor Bhutda resigned from the post of Independent Director of the Company w.e.f. 26th May,2022.

11. AUDITORS & THEIR REPORT:

(a) Statutory Auditor:

In terms of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,

M/s. Sunil Johari & Associates, Chartered Accountants, (Firm Registration No. 005960C) was appointed as the statutory auditors of the Company to hold office for a term of 5 years commencing from conclusion of the 4th Annual General Meeting till the conclusion of the 9th Annual General Meeting of the Company to be held in the calendar year 2023.

M/s. Sunil Johari & Associates, Chartered Accountants, (FRN: 005960C) was further re-appointed on the recommendations of the Audit Committee and Board approval subject to shareholder?s consent in 9th AGM for 2nd term of 5 years, commencing from 9th AGM up to 14th AGM of the Company.

The Standalone Auditors Report and the Notes on financial statement for the year 2022-23 referred to in the Auditor?s Report are self-explanatory and does not contain any qualification, reservation or an adverse remark, therefore, do not call for any further comments.

(b) Secretarial Auditor:

Pursuant to Section 204 of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel), 2014 the Board of Directors of the Company has appointed M/s. Abhilasha Chaudhary & Associates (M No.: 62496 & CP No. 23604) Practicing Company Secretary, to conduct the Secretarial Audit of the Company for the financial year 2022-23 and 2023-24. The Secretarial Auditors have submitted their report as provided under Annexure-II to this Board?s Report, confirming compliance by the Company of all the provisions of applicable laws.

The Secretarial Audit Report does not contain any qualification, observation or adverse remarks or disclaimer that may call for any explanation from the Board of Directors.

(c) Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 and Companies (Cost Records and Audit) Rues, 2014. The Board of Directors of the Company have appointed M/s. Arindam & Associates, Chartered Accountants as the Cost Auditors of the company to audit the cost records of the company for the financial year 2022-23 and 2023-

24 . The Cost Auditors Report for financial year 2022-23 referred to in the Cost Auditor?s Report are self-explanatory and does not contain any qualification, reservation or an adverse remark, therefore, do not call for any further comments.

12. INTERNAL AUDITORS:

The Company has appointed M/s. Ashish Krishnani and Company, Chartered Accountant, Raipur as Internal

Auditor of the company in terms of section 138 of the Companies Act, 2013 for the financial year 2022-23 and 2023-24 and internal Auditor has conducted the audit for F.Y. 2022-23 Auditor?s Report are self-explanatory and does not contain any qualification, reservation or an adverse remark, therefore, do not call for any further comments.

13. NUMBER OF BOARD MEETINGS:

During the year under review, 6 (Six) Board meetings were held, the intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. These were held on the following dates: 26/05/2022, 01/08/2022, 01/09/2022, 12/11/2022, 19/12/2022 and 28/03/2023.

14. ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Committees. The Company has devised a questionnaire to evaluate the performances of each of Executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings; ii. Quality of contribution to Board Deliberations; iii. Strategic perspectives or inputs regarding future growth of the Company and its performance; iv. Providing perspectives and feedback going beyond information provided by the management.

15. COMMITTEES OF THE BOARD:

The Company has constituted various Committees for smooth functioning of the Board. The composition of all the Committees is in accordance with provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. There are currently four Committees of the Board, as follows:

I. Audit Committee

II. Stakeholders? Relationship Committee III.Nomination and Remuneration Committee IV. Corporate Social Responsibility Committee

I. AUDIT COMMITTEE:

During the Financial Year 2022-23 under review 3 (Three) meetings of the Audit Committee were held, on 25th May, 2022, 1st September, 2022 and 12th November, 2022.

The previous constitution of the Audit Committee is as follows: -

Name of the Director Designati on Nature of Directorship
Mr. Ramakant Sarda** Chairman Non-Executive Independent Director
Mr. Archit Parakh Member Managing Director
Mr. Nandkishor Bhutda* Member Non-Executive Independent Director

*Mr. Keshav Sharma appointed by board on Committee and Mr. Nandkishor Bhutda resigned as member of the committee w.e.f. 26th May,2022.

**Mr. Rohit Parakh appointed by board on Committee and Mr. Ramakant Sarda resigned as member of the committee w.e.f. 1st August, 2022.

New Composition of Audit Committee for Financial year 2022-23 as follows:

Name of the Director Designation Nature of Directorship
Mr. Rohit Parakh Chairman Non-Executive and Independent Director
Mr. Archit Parakh Member Managing Director
Mr. Keshav Sharma Member Non-Executive and Independent Director

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

Terms & Scope of Work of Committee:

a) Oversight of our Companys financial reporting process and the disclosure of its financialinformation to ensure that the financial statement is correct, sufficient and credible;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;

c) Reviewing and monitoring the auditor?s independence and performance and the effectiveness ofaudit process;

d) Approval of payment to statutory auditors for any other services rendered by the statutoryauditors;

e) Reviewing the financial statements with respect to its unlisted Subsidiary(ies), in particular investments made by such Subsidiary(ies);

f) Reviewing with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

? Matters required to be included in the Directors Responsibility Statement to be includedin the Boards report in terms of clause (c) of sub-section 3 of section 134 of the CompaniesAct, 2013;

? Changes, if any, in accounting policies and practices and reasons for the same;

? accounting entries involving estimates based on the exercise of judgment by management; ? Significant adjustments made in the financial statements arising out of audit findings; ? Compliance with listing and other legal requirements relating to financial statements; ? Disclosure of any related party transactions; and ? Modified opinion(s) in the draft audit report.

g) Reviewing, the half yearly financial statements with the management before submission to the Board for approval;

h) Reviewing with the management the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

i) Approval or any subsequent modification of transactions of our Company with related parties; j) Scrutiny of inter-corporate loans and investments; k) Valuation of undertakings or assets of our Company, wherever it is necessary; l) Evaluation of internal financial controls and risk management systems;

m) Monitoring the end use of funds raised through public offers and related matters;

n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

o) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

p) Discussion with internal auditors of any significant findings and follow up thereon;

q) Reviewing the findings of any internal investigations by the internal auditors into matters wherethere is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

r) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

t) To establish and review the functioning of the whistle blower mechanism;

u) Establishing and over viewing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

v) Approval of appointment of the chief financial officer (i.e., the whole-time finance director or anyother person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

w) Carrying out any other terms of reference as may be decided by the Board or specified/ providedunder the Companies Act, 2013 or the SEBI Listing Regulations or by any other regulatory authority;

x) reviewing the utilization of loans and/ or advances from/investment by the and holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /investments existing as on the date of coming into force of this provision.

y) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

z) Review of (1) management discussion and analysis of financial condition and results of operations; (2) management letters / letters of internal control weaknesses issued by the statutory auditors; (3) internal audit reports relating to internal control weaknesses; (4) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; (5) statement of deviations including (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; (b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.

II. STAKEHOLDERS? RELATIONSHIP COMMITTEE:

During the Financial Year 2022-23 under review 2 (Two) meetings of the Stakeholder?s Relationship Committee were held, d a t e d 25th May, 2022 and 12th November, 2022.

The constitution of the Stakeholder?s Relationship Committee is as follows: -

Name of the Director Designation Nature of Directorship
Mr. Ramakant Sarda** Chairman Non-Executive and Independent Director
Mr. Arpit Parakh Member Whole time Director
Mr. Nandkishor Bhutda* Member Non-Executive and Independent Director

*Mr. Keshav Sharma appointed by board on Committee and Mr. Nandkishor Bhutda resigned as member of the committee w.e.f. 26th May,2022.

**Mr. Rohit Parakh appointed by board on Committee and Mr. Ramakant Sarda resigned as member of the committee w.e.f. 1st August, 2022.

New Composition of Stakeholder?s Relationship Committee as follows:

Name of the Director Designation Nature of Directorship
Mr. Rohit Parakh Chairman Non-Executive and Independent Director
Mr. Arpit Parakh Member Whole time Director
Mr. Keshav Sharma Member Non-Executive and Independent Director

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Audit Committee.

Terms & Scope of Work of Committee:

The terms of reference of the Stakeholder?s Relationship Committee include the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

III. NOMINATION AND REMUNERATION COMMITTEE:

During the Financial Year 2022-23 under review 4 (Four) meetings of the Nomination and Remuneration Committee were held, dated 26th May, 2022, 01st August, 2022, 01st September, 2022 and 28th March, 2023

The constitution of the Nomination and Remuneration Committee is as follows: -

Name of the Director Designation Nature of Directorship
Mr. Ramakant Sarda* Chairman Non-Executive Independent Director
Mrs. Namita Bai Parakh Member Non-Executive Non Independent Director
Mr. Nandkishor Bhutda** Member Non-Executive Independent Director

*Mr. Keshav Sharma appointed by board on Committee and Mr. Nandkishor Bhutda resigned as member of the committee w.e.f. 26th May,2022.

**Mr. Rohit Parakh appointed by board on Committee and Mr. Ramakant Sarda resigned as member of the committee w.e.f. 1st August, 2022.

New Composition of Nomination and Remuneration Committee as follows:

Name of the Director Designation Nature of Directorship
Mr. Rohit Parakh Chairman Non-Executive Independent Director
Mrs. Namita Bai Parakh Member Non-Executive Non Independent Director
Mr. Keshav Sharma Member Non-Executive Independent Director

Company Secretary and Compliance Officer of our Company would act as the Secretary to the Nomination and Remuneration Committee.

Terms & Scope of Work of Committee:

The terms of reference of the Nomination and Remuneration Committee are: a) identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

b) formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, keymanagerial personnel and other employees

c) while formulating the policy under (b) above, ensure that

? the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully;

? Relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and ? remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

d) such other functions / activities as may be assigned / delegated from time to time by the Board ofDirectors of the Company and/or pursuant to the provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable from time to time to the Company.

e) formulation of criteria for evaluation of performance of independent directors and the board of directors;

f) devising a policy on diversity of board of directors;

g) identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

h) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

i) Recommend to the board, all remuneration, in whatever form, payable to senior management.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As per the provisions of Section 135 of the Companies Act, 2013, as well as the Companies (Corporate Social Responsibility Policy) Rules, 2014 the company has constituted the Corporate Social Responsibility ("CSR) Committee and the CSR committee has been reconstituted w.e.f. 26th May, 2022 comprises of the following:

During the Financial Year 2022-23 under review 2 (Two) meetings of the CSR Committee were held, d a t e d 25th May, 2022 and 12th November, 2022.

The previous constitution of the CSR committee is as follows: -

Name of the Director Designation Nature of Directorship
Mr. Ramakant Sarda** Chairman Non-Executive Independent Director
Mr. Archit Parakh Member Managing Director
Mr. Nandkishor Bhutda* Member Non-Executive Independent Director

 

*Mr. Keshav Sharma appointed by board on Committee and Mr. Nandkishor Bhutda resigned as member of the committee w.e.f. 26th May, 2022.

**Mr. Rohit Parakh appointed by board on Committee and Mr. Ramakant Sarda resigned as member of the committee w.e.f. 1st August, 2022.

New Composition of CSR committee as follows:

Name of the Director Designation Nature of Directorship
Mr. Rohit Parakh Chairman Non-Executive Independent Director
Mr. Archit Parakh Member Managing Director
Mr. Keshav Sharma Member Non-Executive Independent Director

Company Secretary and Compliance Officer of our Company would act as the Secretary to the CSR Committee.

Your Company is committed to build a sustainable business with strong social relevance and a commitment to inclusive growth and contribute to the society by supporting causes on various concerns including road safety, healthcare, environmental sustainability, promoting education, promoting sports and other rural development activities.

In pursuance of our vision that we desire to be a ‘Company which society wants to exist?, we are dedicated towards fulfilling the social objectives through various CSR activities. The Company shall make its endeavor to positively impact and influence the Society for its sustainable development.

During the year 2022-23 the Company has spent Rs.28,66,880/- (Rupees Twenty-Eight Lakh Sixty-Six Thousand and Eight Hundred Eighty Only). Details for the same attached as Annexure -A

16. FAMILIRAZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has practice of conducting familiarization Programme for Independent Directors of Company.

Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors/senior managerial personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors: (a) a program on how to review, verify and study the financial reports; (b) a program on Corporate Governance; (c) provisions under the Companies Act, 2013; and (d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

17. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independenceunder Section 149(6) of the Companies Act, 2013.

18. DIRECTOR?S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, on the basis of information placedbefore them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made 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, 2023 and of the Profit of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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. the internal financial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively; and vi. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2022-23 to which these financial statements relate and the date of this report.

20. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the CompaniesAct, 2013.

21. MANAGEMNET DISCUSSION AND ANALYSIS REPORT:

As required under the Listing Regulation, Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors? Report.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF COMPANIES ACT, 2013:

The details of Loans given, Investments made and guarantees given and securities provided under the Section 186 of the Companies Act, 2013 have been provided in the notes to the financial statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm?s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)of the Companies Act in Form AOC-2 is not applicable. Attention of the members is drawn to the disclosures of transactions with the related parties is set out in notes to Accounts forming part of the financial statement.

24. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

(i) the steps taken or impact on conservation of energy: The Company is putting continuous efforts to reduce the energy consumption and maximize the possible saving like replacing the conventional light with the LED light in the plant premises.

(ii) the steps taken by the company for utilizing alternate sources of energy: The Company has alternate source of energy whenever and to the extent possible.

(iii) the capital investment on energy conservation equipment?s: Nil

B) TECHNOLOGY ABSORPTION:

(i) the efforts made towards technology absorption: No such effort currently made by the Company.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: N.A.

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

? the details of technology imported; NA
? the year of import; NA
? whether the technology been fully absorbed; NA
? if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; NA
? the expenditure incurred on Research and Development; NA

C) FOREIGN EXCHANGE EARNING AND OUTGO

The Details of foreign exchange earnings and outgo as required under section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

(Rs. In Lakhs)

Particulars 2022-23 2021-22
Foreign Exchange Outgo Nil Nil
Foreign Exchange Earnings Nil Nil

27. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

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

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

29. INTERNAL FINANCIAL CONTROL SYSTEM:

Your Company has an internal financial control system commensurate with the size, scale and complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Audit Committee has a process for timely check for compliance with the operating systems, accounting procedures and policies. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis.

30. POLICY/VIGIL MECHANISM/CODE OF CONDUCT:

The Company has adopted the Whistle Blower Policy in line with the provisions of the Section 177 of the Companies Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine concerns actual or suspected fraud or violation of the Company?s code of conduct. The said mechanism also provides for adequate safeguards against victimization of the persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the financial year 2022-23, no employee of the Company was denied access to the Audit Committee. The said Whistle Blower Policy is available on the website of the Company at www.jainamferro.com.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believesin "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.jainamferro.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by theDirectors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.All Management Staff were given appropriate training in this regard.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation and intimidation. Accordingly, the Company hasin place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

No. of Complaints received Nil
No. of Complaints disposed off Nil

32. CORPORATE GOVERNANCE:

As per the guideline and direction of the SEBI & Stock Exchange accordingly the company has been adhering to the directions and guideline, as required and if applicable on the Companies size and type (Pursuant to Regulations 15(2) of SEBI (LODR) Regulations 2015, the compliance with Corporate Governance provisions as specified in regulations 17 to 27 and clause (b) to (i) of regulations and Para C, D and E of Schedule V shall not apply to the listed entity which has listed its specified securities on SME Exchange. Therefore, the Corporate Governance Report is not applicable on the Company, hence Corporate Governance Report do not form part of this Report.

33. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, one Independent Director Meeting held on 28/03/2023 for the F. Y. 2022-23. The object of Independent Meeting was to review the performance of Non- Independent Director and theBoard as a whole including the Chairperson of the Company. The Company assures to held the Separate Meeting of Independent Director of the Company as earliest possible.

34. POSTAL BALLOT:

No Postal ballot was conducted by the company during the year 2022-23.

35. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

36. LISTING FEES:

The Equity Shares of the Company is listed on NSE Limited (SME Platform) and the Company has paid the applicable listing fees to the Stock Exchange till date.

37. CFO CERTIFICATION:

The Chief Executive Officer and/or Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 is not applicable on the company as the company is SME company and according to Regulation 15(2)(b) of SEBI (LODR) the Regulation 17 to Regulation 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable to SME Companies.

38. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are the disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022- 2023, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-2023 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are given in Annexure I.

39. SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards, issued by the Institute of Company Secretaries of India, which are mandatorily applicable to the Company. The same has also been confirmed by Secretarial Auditors of the Company in the Secretarial Audit Report as attached in Annexure-II.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no application made during the financial year 2022-23 by or against the company and there are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

41. 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 is not required to conduct the valuation by the bank and valuation done at the time of One-time settlement during the period under review.

42. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments, Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related organizations, who through their continued support and co- operation have helped, as partners in your Company?s progress. Your Directors, also acknowledge the hard work, dedication and Commitment of the employees.

For and on behalf of the Board of Directors
Jainam Ferro Alloys (I) Limited
SD/- SD/-
Archit Parakh Arpit Parakh
Managing Director Whole time Director
DIN: 06797522 DIN: 08794854
Date: 04/09/2023
Place: Raipur