Jainco Projects (India) Ltd Directors Report

TO THE MEMBERS

Your Directors are pleased to present their 33^rd Annual Report on the business and operations of your Company for the year ended 31st March, 2024.

FINANCIAL PERFORMANCE

Particulars	Rs in Lakhs
	2024	2023
Total Revenue	22.08	32.44
Profit before Interest, Depreciation & Taxation	4.81	17.58
Interest/Finance Cost	0.00	8.64
Depreciation	4.53	7.91
Profit before tax	0.28	1.03
Less: Provision for Taxation	0.20	0.31
Profit after Tax	0.08	0.72
Less: Transferred to Statutory reserve	0.02	0.14
Add: Balance Brought Forward	51.83	51.76
Statutory Reserve	12.95	12.93
Surplus carried to Balance Sheet	64.78	64.69

REVIEW OF OPERATIONS

During the year under review the Company has achieved an aggregate profit before depreciation, interest and tax of Rs. 4.81 lakhs against Rs. 17.58 lakhs in the previous year. Changes were due to limited revenue opportunities and lot of ongoing litigations.

DIVIDEND

The Board believes that it will be prudent for the company to conserve resources in view of future revenue enhancement plants for the coming year, which will enhance the profitability. Hence, your directors are not recommending any dividend for the Financial Year ending 2024.

STATEMENT OF AFFAIRS OF COMPANY AND PROSPECT IN THE CURRENT YEAR

The post COVID- 19 virus era has changed countries and businesses around the world. The NBFC sector, which has been going through a liquidity crisis since the IL&FS default in September 2018, and the resultant risk aversion on part of the debt markets and the banking system, came under further pressure on account of COVID-19. The Government of India and the RBI have responded swiftly, announcing sweeping measures to arrest the economic slowdown by facilitating credit flow to the affected sectors. Specific measures were also announced towards providing liquidity support to HFCs, NBFCs and MFIs. The RBI provided liquidity boost to these sectors through its TLTRO 2.0 operations worth Rs 50,000 Crores; special liquidity scheme of upto Rs 30,000 Crores; Partial Credit Guarantee Scheme of Rs. 45,000 Crores; and more recently Rs. 10,000 Crores through Additional Standing Liquidity Facility. We hope the economy will revive with the correction measures by regulators and also the Make in India boost. Hence we are prudently taking the decisions towards our funds and investments and monitise the opportunities.

Company General Information	The Company is registered in the State of West Bengal. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L40300WB1991PLC053444. The Companys shares are listed in BSE under code 526865
Change in status of the company	Nil
Key business developments	Company is focusing on investments and making better use of the funds
Change in the financial year	Nil
Capital expenditure programme	No present Capital Expenditure plan
Details and status of acquisition, merger, expansion, modernization and diversification	No such immediate plan
Developments, acquisition and assignment of material Intellectual Property Rights	N.A.
Any other material event having an impact on the affairs of the company	The Covid situation has deeper impact in the market and company is not safeguarded from the same, the impact on value of investments and recoverability of has taken big hit. Also the long pending debtors have raised disputes on the claim of the company, legal actions has been initiated against majority.
Commencement of any new Business	During the financial year under review no new business commenced by the company

DETAILS OF REVISION OF FINANCIAL STATEMENT OR ANNUAL REPORT

No revision of the financial statement or Annual report has been revised during Financial Year 2024 for any of the three Preceding financial year.

SHARE CAPITAL

a) Authorized Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words)) divided into 10000000 Equity Shares of Rs. 10 /- each.

b) Issued Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words)) divided into 10000000 Equity Shares of Rs. 10 /- each.

c) Subscribed and Paid-up Capital: Rs. 100000000/- (Rs. Ten Crore Only (in words)) divided into 10000000 Equity Shares of Rs. 10 /- each.

During the financial under review, there was no further issue of share capital.

BOARD OF DIRECTORS

A detailed report on Board of Directors and various committee of Board is annexed as Annexure 1.

STATUTORY AUDITORS

SARKAR GURUMURTHY & ASSOCIATES, Chartered Accountants, having ICAI registration number (FRN: 03140627E/ M No : 051550) has been appointed in the AGM held on 29/09/2023 as Statutory Auditor for a period of 5 years i.e. until 37th AGM. The provisions relating to ratification of appointment of Statutory Auditors has been done away with effect from 7th May, 2018 by the Companies (Amendment) Act, 2017. Hence, no resolution is to be put up for ratification.

AUDITORS REPORT

The Board has duly examined the Statutory Auditors Report to the accounts and clarifications, wherever necessary, have been included in the Notes to the Accounts section of the Annual Report.

For the Financial year 2024, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, and the rules made there under or Chapter V of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALISIS REPORT

A detailed business outlay and Business Prospect in Current Year has already been discussed in above, further other matters are as follows:

CAUTIONARY STATEMENT:

Statement in this report, particularly those which relate to Management Discussion and Analysis, description of companys objective, estimates and expectations may constitute forward looking statements within the meaning of applicable laws or regulations. Actual results might differ materially from those either. The Company takes no responsibility for any consequence of decisions made based on such statements and holds no obligation to update these in the future.

INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT:

The Company has a risk management framework in place under which the management identifies and monitors business risks on a continuous basis which may threaten the existence of the Company and initiates appropriate risk mitigation steps as and when required. The Company periodically place before the Board the risk assessment and minimization procedures being followed by the company and steps taken by it to mitigate those risks through a properly defined framework. Further various risk management has been also discussed in Financial Statement Note 24.4 and 24.5.

CORPORATE GOVERNANCE

Your Company has followed good corporate governance practices since its inception and in accordance with the code of Corporate Governance. Pursuant to Regulation 27 of SEBI LODR with the Stock Exchanges, Corporate Governance report together with the certification from the companys auditors confirming the compliance of conditions on Corporate Governance is not applicable for the company as per the regulation 15 (2) (a) of Chapter IV of SEBI (LORD) Regulations, 2015 as the paid up capital of the company is Rs. 10 crore

i.e. not exceeding Rs. 10 crore and the net worth is less than Rs. 25 crore as on the last date of previous financial year.

The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V is not applicable on the Company, and therefore, disclosures as required under para C, D and E of Schedule V is not given for the financial year 2023- 2024.

CREDIT RATING OF SECURITIES

The company has not acquired any Credit rating from any agencies during the year.

ANNUAL RETURN

As per MCA vide Notification dated 05.03.2021 The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is not required to be prepared from Financial Year 2020-21 onwards hence not applicable.

The copy of Annual Return as required under section 134(3) of the Companies Act, 2013, is made available on Companys website i.e. https://jainco.in/investors-2

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in 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 (SHW Act). Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the SHW Act.

DEMATERILIZATION OF SHARES AND LIQUIDITY

The shares of the Company are under compulsory demat trading. The Company has made necessary arrangements with NSDL and CDSL for demat facility. As on 31st March, 2024, 90% (approx.) of the Companys Shares are dematerialized.

Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion and likely impact on equity: Nil Dematerialization mandatory for effecting share transfers

SEBI has vide proviso to Regulation 40(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandated that requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. In view of the same, the Company shall not process any requests for transfer of shares in physical mode. Shareholders who desire to demat their shares can get in touch with any Depository Participant having registration with SEBI to open a demat account and follow the procedure for share transfers.

PARTICULARS OF EMPLOYEES AND CHANGES IN KMP

The remuneration paid to employees during the year was in affirmation to the remuneration policy of the company. The Company has no employee drawing remuneration in excess of the limits specified in section 197(12) of the Companies Act 2013 read with rule 5(1) to 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Shri Dharmendra Shaw, Independent Director resigned as director wef 28/11/2023.

During the year there has been resignation and appointment of Company Secretary.

In terms of the provisions of sub rule 2 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 (CARMP), no employee of the Company is drawing remuneration in excess of Rs. 8,50,000/- (Rupees Eight Lacs Fifty Thousand) per month or Rs. 1,02,00,000/- (Rupees One Crore Two Lacs) per annum.

Further Director has not drawn any remuneration during the year, hence CARMP 5(i) & 5(x) is not applicable Also there is no change in remuneration of Director, other KMP or employees during the year, hence CARMP 5(ii), (iii) & (viii) is not applicable.

The company has 4 permanent employee in its roll during the year.

Further as required under CARMP 5(xii) the director and employees of the company affirm that the remuneration paid to employees is as per the remuneration policy of the company.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. CONSERVATION OF ENERGY:

(a) Energy conversation measures taken: The Company is using LED lighting at its office spaces and other location also tried to deploy as found feasible.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy: No additional investments for reduction in energy consumption have been made or are proposed to be made presently.

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: the company has achieved marginal savings during the year due to the measures at (a) above.

B. RESEARCH & DEVLOPMENT (R&D):

No Research & Development activities have been carried out by the company during the year.

C. TECHNOLOGY ABSORPTION:

The Company always keeps a check on global innovation and techniques to avail the latest technology trends and practices. The Company has not imported any technology or process in the financial year.

D. FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company had no Foreign Exchange earnings and Outgo during the year under review. ENVIRONMENTAL EFFORTS

Company has obtained all the required certificates and License from Environment Control Regulators to check Safe and Environment friendly Operations. The Company is quite alert in providing clean environment on a continuous basis.

SAFETY: The Company has adequate system for Industrial Safety. In the said year the company has strengthen its fire safety equipment at it units. The year under review continued to be NIL accident year.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134/ Section 134(5) of the Companies Act, 2013, the Board of Directors of the company confirms that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the 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; wherever any untoward incidences were found, necessary legal actions has been initiated.

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) 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.

INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

MATERIAL SUBSIDIARIES

The company has no material subsidiaries.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organizations growth.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company did not give any Loan or Guarantee or provided any security or make investment covered under Section 186 of the Companies Act 2013 during the year except as allowed under Companies Act 2013 / in general course of business of the company as NBFC and covered in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements.

Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Disclosures with respect to demat suspense account/ unclaimed suspense account:

Company does not require to open demat suspense account/unclaimed suspense account.

INTERNAL FINANCIAL CONTROLS

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

1. The internal financial control systems are commensurate with the size and nature of its operations.

2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

3. Approval of all transactions is ensured through a pre approved Delegation of Authority Schedule which is reviewed periodically by the management.

4. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done as per the schedule defined by the management. The reports for the above are compiled and submitted to Board of Directors for review and necessary action.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The present financial position of your Company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the Companies Act, 2013. The Company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

SECRETARIAL AUDITORS

The Board has appointed DKS & Co., Company Secretaries, to conduct Secretarial Audit for the financial year. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith marked as Annexure-2 to this Report. The qualification reservation or adverse remarks (if any) in secretarial Audit Report are self- explanatory.

SECRETARIAL STANDARDS

The Company is in compliance with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings of the Company.

COST RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.

VOLUNTARY DELISTING OF EQUITY SHARES

The Company has applied for delisting of shares from Calcutta Stock Exchange Ltd. (CSE), which is under process. The Company had already take approval from its shareholders for delisting from all other Stock Exchanges except exchange with nationwide connectivity.

OTHER MATTERS

• Company has long back applied for delisting from The Calcutta Stock Exchange Ltd. (CSE), hence stopped payment of listing fees to CSE LTD.

• NSE has wrongfully inserted the name of the company in the Promoter group of Xedd Telecom Limited (Liquidated Company). The management are taking steps to remove the name of the company from the promoter group of Xedd Telecom Limited.

• Apart from the above the Company has complied with all the requirements of the Listing Agreements with Stock Exchanges as well as the regulations and guidelines of SEBI and other statutory authorities.

• Whereever there was delay in some filings / regulatory compliance which was rectified and fees / late fees was also paid for regularisation of the same.

• The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year: NIL

• 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- Not Applicable.

MAINTENANCE OF COST RECORDS

The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of Company

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations. Many ongoing litigations are filed against / by the company and incase any adverse order was received, appeal has been preferred.

DISCLOSURE BY THE MANAGEMENT

Your Board has received confirmation from its managerial staff that they had no personal interest in any material, financial and commercial transactions of the company except as mentioned elsewhere in the report.

Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Statutory Auditor in their report

The Statutory Auditors have not given any Qualification, Reservation or made any adverse remarks or disclaimer in their Audit Report including reporting of fraud under section 143 of the Companies Act, 2013.

The observations of the Statutory Auditors in their report, read together with the notes on Accounts, are self explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

Explanations or Comments by the Board on every Qualification, Reservation or Adverse Remark or Disclaimer made by the Company Secretary in Practice in his Secretarial Audit Report

There are no qualifications, reservations or major adverse remarks or major disclaimers in the Secretarial Audit Report. It has mentioned certain observations in its report as per Annexure which is self-explanatory for which the directors are taking due care to resolve the same at earliest as all of them are curable and due care is being taken that such points of compliance are not missed.

Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements related and the date of the report

There have not been any material changes and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 2024 and the date of this report affecting financial position of the Company.

ACKNOWLEDGEMENTS

The Board records its sincere appreciation for the valuable support extended by the Companys Bankers, Financial Institutions and the Government Agencies. The Board also wishes to thank all its suppliers / customers / distributors / dealers and all those associated with the Company. The Board further conveys cordial thanks to all the employees for their sincere works and takes this opportunity to thank Shareholders for their continued confidence reposed in the Management of the Company.

Annexiire 1

BOARD OF DIRECTORS BOARD EVALUATION:

The Board considered the independence of each of the above mentioned Directors in terms of section 149 and schedule IV to the Companies Act 2013 and Regulation 25 of SEBI (LODR) Regulation, 2015 and was of the view that the directors meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013/above provisions. A questionnaire was prepared after taking into consideration various aspects of Boards functioning. The performance evaluation of Non Independent Directors was carried out by the Independent directors and the performance evaluation of the Independent Directors was carried out by entire Board of Directors which expressed their satisfaction with the evaluation process. The Company has received Declaration as required u/s 149(6) of the Act from the Independent Director that he meets the criteria of independence and is not disqualified to be appointed as independent Director.

Statement on Independent Directors Declaration

The Company has received necessary declarations from all independent directors of the Company as required under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.Further, no independent director was appointed during the financial year

i. Size and Composition of the Board:

The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2024 the company has total 3 Directors with an Executive Managing Director. Of the 3 directors, 2 are NonExecutive Directors and Independent Directors which meets the requirement of not less than 50% being nonexecutive Directors. The composition of the Board is in conformity with Regulation 17(1) of the Listing Regulations and Section 149 of the Companies Act, 2013.

INDEPENDENT DIRECTORS:

Presently, Shri Nilesh Chopra & Smt. Rekha Chakraborty are the Independent Directors of the Company.

Shri Dharmendra Shaw resigned as director wef 28/11/2023.

All the Directors have informed the Company periodically about their directorship and membership on the Board Committees of other public limited companies. As per disclosure received from Director(s), none of the Directors on the Board hold membership in more than ten (10) committees or chairmanship in more than five (5) committees across all the public limited companies in which he / she is a Director.

The composition of the Board, category of directorship, the number of meetings held and attended during the year, the directorship/committee positions in other pubic limited companies as on March 31, 2024 are as follows:

Directors	Category	Attendance at the Board Meeting		Attendance at the Last AGM	No. of other Directorship and Committee Membership/Chairmanship held
		Held	Attended		Directorship Public/ Private	Committee Membership	Committee Chairmanship
Shri Sumit Bhansali	Managing Director	9	9	Yes	-/-	-	-
Shri Dharmendra Shaw*	Independent Director	9	6	Yes	-/ -	-	-
Shri Nilesh Chopra	Independent Director	9	9	Yes	-/-	-	-
Smt Rekha Chakraborty	Independent Director	9	1	No	-/2	-	-

*Shri Dharmendra Shaw resigned as director wef 28/11/2023.

Notes:

> The Directorship held by Directors as mentioned above, do not include Alternate Directorships and Directorships of Foreign Companies, Section 8 Companies Act 2013.

> In accordance with SEBI (LODR) Regulation, Membership/ Chairmanships of only the Audit Committee and Shareholders/ Investors Grievance Committees of all public limited companies have been considered.

> None of the Non-Executive directors have any material pecuniary relationship or transactions with the company other than for holding directorship and receiving sitting fees.

> All the directors who are on various Committees are within the permissible limits of the listing agreement. The Directors have intimated from time to time their membership in the various Committees in other Companies.

ii. Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of the Listing Regulations.

The maximum tenure of the Independent Directors is in compliance with the Companies Act, 2013. All the Independent Directors have confirmed that they meet the criteria as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

During the year under review, a separate meeting of the Independent Directors was held on 28/04/2023 inter- alia to discuss:

• Evaluation of the performance of Non- Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of Chairman of the Company, taking into view of the executive and NonExecutive Directors.

• Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present for this meeting.

iv. Number of Board Meetings held and the dates on which held:

The Board of Directors met nine (9) times during the year under review. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The details of the Board Meetings are as under:

Date of Board Meeting	Board Strength	No. of Directors Present
28-04-2023	04	04
30-05-2023	04	03
14-08-2023	04	03
21-08-2023	04	03
02-09-2023	04	03
14-11-2023	04	02
27-11-2023	04	03
29-01-2024	03	02
14-02-2024	03	02

Details of equity shares of the Company held by the Directors as on March 31, 2024 are as under:

Name of Director	Number of Shares
Shri Sumit Bhansali	Nil
Shri Nilesh Chopra	Nil
Smt Rekha Chakraborty	Nil

3. BOARD COMMITTEES

A. AUDIT COMMITTEE:

i. Composition: The Audit Committee of the Board comprises of two Independent Directors namely Mr. Nilesh Chopra, Mr. Dharmendra Shaw (upto date of resignation and from 28/11/2023 Mrs Rekha Chakraborty) and one Executive Director, Mr. Sumit Bhansali. All the Members of the Audit Committee possess financial / accounting expertise/ exposure. The composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013, Regulation 18 of the Listing Regulations. Mr. Nilesh Chopra is the Chairman of the Committee.

The Company Secretary act as the secretary to the audit committee

ii. Terms of reference: The terms of reference of the Audit Committee are as under:

• Oversight of the Companys financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

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

> Matters required being included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause (c) of sub-section 3 of section 134 of the Act.

> Changes, if any, in accounting policies and practices and reasons for the same.

> Major 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.

> Modified Opinion(s) in the draft audit report.

• Reviewing with the management, the quarterly Financial Statements before submission to the Board for approval.

• Reviewing with the management, the statement of uses/application of funds raised through an issue (public issue, right issue, preferential issue, etc.,) the statements 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 right issue, and making appropriate recommendations to the board to take up steps in this matter;

• Reviewing and monitoring auditors independence and performance, and effectiveness of audit process;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing with the management, performance of statutory and internal auditor, adequacy of the internal control systems;

• 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;

• Discussion with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by any internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control system of material nature and reporting the matter to the board;

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

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

• To review the functioning of the Whistle blower mechanism;

• Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background etc., of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of the audit committee;

• To review the following information:

> The management discussion and analysis of financial condition and result of operation;

> Statement of significant related party transactions (as defined by the audit committee), submitted by management;

> Management letters/ letters of internal control weaknesses issued by the Statutory Auditors;

> Internal audit reports relating to internal control weaknesses:

> The appointment, removal and terms of remuneration of Chief Internal Auditor;

> Statement of deviations:

a. Quarterly Statement of deviation(s) including report of monitoring agency, if applicable submitted to stock exchange(s) in terms of Regulation 32(1),

b. Annual Statements of Funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of regulation 32(7).

iii. The Audit Committee invites such of the executives, as it considers appropriate (particularly the head of finance function), representatives of the Statutory Auditors and representatives of the Internal Auditors to be present at its meetings.

iv. Number of Audit Committee Meetings held and the dates on which held: The Audit Committee met four (4) times during the year under review on 30/05/2023, 14/08/2023, 14/11/2023 and 14/02/2024. The necessary quorum was present for all the meetings. The details of attendance of each Member at the Audit Committee meetings held during the year are as under:

>NED- Non-Executive Director, ID- Independent Director, ED- Executive Director

Member	Position	No. of meetings
		Held	Attended
Mr. Nilesh Chopra	ID/NED	4	4
Mr. Dharmendra Shaw*	ID/NED	3	3
Mr. Rekha Chakraborty*	ID/NED	1	1
Mr. Sumit Bhansali	ED	4	4

>The audit committee meetings are held at the registered office and are attended by the Internal Auditors

and the Finance head. A representative of the Statutory Auditors is also invited.

>The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company to answer the queries raised by the Shareholders regarding Audit and Accounts.

>The role and terms of reference of the Audit Committee cover the matters specified for Audit Committees under Regulation 25 of the SEBI (LODR) Regulation, 2015 as well as in section 177 of the Companies Act 2013.

B. Nomination & Remuneration Committee:

i. Composition : The remuneration Committee consists of the following Directors:

1. Mr. Nilesh Chopra, Chairman

2. Smt. Rekha Chakraborty, Member

3. Mr. Dharmendra Shaw, Member.* (upto 28/11/2023)

ii. Terms of reference: The terms of reference of Nomination and Remuneration Committee are as under:

• Formulation of the Criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to the remuneration of the directors, key managerial personnel and other employees;

• Formulation of criteria for evaluation of performance of independent directors and the Board of directors;

• Devising a policy on diversity of Board of Directors;

• Identifying persons who are qualified to become directors and who may be appointed in Senior Management I accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

• 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;

• Administer and supervise Employees Stock Option Schemes including allotment of share arising out of Conversion of Employee Stock Option Scheme(s) or under any other employee compensation scheme.

• Formulate suitable policies and systems for implementation, take appropriate decisions and monitor implementation of the following Regulations:

a. SEBI (Prohibition of Insider Trading) Regulations, 2015 and

b. SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003.

• Perform such other functions consistent with applicable regulatory requirements.

iii. Number of Nomination & Remuneration Committee Meetings held and the dates on which held: The Remuneration Committee of the Company met once during the year on 28/04/2023, wherein the members present waived their sitting fees. The attendance of the members of the Remuneration Committee was as follows:

Member	Category	No. of meetings
		Held	Attended

 

Mr. Nilesh Chopra	ID/NED	1	1
Smt. Rekha Chakraborty (Chairman)	ID/NED	1	1
Mr. Dharmendra Shaw	ID/NED	1	1

ID- Independent Director, NED: Non- Executive Director

iv. Performance Evaluation Criteria for Independent Directors: The Nomination and Remuneration Committee laid down the evaluation criteria for performance evaluation of individual directors including Independent Directors. Following are the major criteria applied for performance evaluation:

• Attendance and Participation

• Pro-active and positive approach with regard to Board and Senior Management particularly the arrangements for management of risk and steps needed to meet the challenges from the competition

• Maintaining Confidentiality.

• Acting in good faith and in the interest of the Company as a whole

• Exercising duties with due diligence and reasonable care

• Openness to ideas, perspectives and opinions and ability to challenge old practices and throwing up new ideas for discussion.

• Capacity to effectively examine financial and other information on operations of the company and the ability to make positive contribution thereon.

v. Remuneration to Directors:

a. Executive Directors - Because of hardship faced by the company, the Managing Director - Mr. Sumit Bhansali has foregone his remuneration during the year.

b. Non-Executive Directors - During the year no sitting fee/commission was paid to any NonExecutive Director for attending the meeting of the Board of Directors and for Committees thereof.

During the year the Company has not given incentive which is linked to performance and achievement of the Companys objectives. The Company has no stock option and pension scheme.

Remuneration Policy

Companys Remuneration Policy is market led, based on the fundamental principles of payment for performance, for potential and for growth. It also takes into account the competitive circumstances of the business, so as to attract and retain quality talent and leverage performance significantly. The N&R Committee recommends the remuneration payable to the Executive Directors and Key Managerial Personnel, for approval by Board of Directors of the Company, subject to the approval of its shareholders, wherever necessary. The Remuneration Policy is also available at the website of the Company at website www.jainco.in

C. Stakeholders Relationship Committee:

i. Composition: The Stakeholders Relationship Committee of the Board comprises three/two Independent Directors namely Mrs. Rekha Chakraborty, *Mr. Dharmendra Shaw (upto 28/11/2023) and Mr. Nilesh Chopra. The Company Secretary acts as the Secretary to the Stakeholders Relationship committee.

ii. Terms of Reference: The terms of reference of the Stakeholders Relationship Committee are as under:

• Look into the redressal of shareholders and investors complaints/grievances like transfer of shares, non-receipt of Balance Sheet, non-receipt of declared dividend etc.;

• To review and ensure that the Registrar/Companys Transfer House implements all statutory provisions as above.

• Review the certificate of Practicing Company Secretary regarding timely action of transfer, subdivision, consolidation, renewal exchange or endorsement of calls/allotment monies.

• Oversee the performance of Registrar and Share Transfer Agent and recommend measures for overall improvement in the quality of investor services;

• Ascertain whether the Registrars and Share Transfer Agents (RTA) are sufficiently equipped with the infrastructure facilities such as adequate manpower, computer hardware and software, office space, documents handling facility etc. to serve the shareholders/investors;

• Recommend to the Board, the appointment, reappointment, if required, the replacement or removal of the Registrar and Share Transfer Agent and the fixation of their fees;

• To carry out any other function as required by Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulation, 2015, Companies Act and other Regulations.

iii. Number of Stakeholders Relationship Committee Meetings held and the dates on which held:

The Investors/Shareholders Grievance Committee of the Company met one time during the year on

28/04/2023. The attendance of the members of the Stakeholders Relationship Committee was as follows:

Member	Category	No. of meetings
		Held	Attended
Mrs. Rekha Chakraborty (Chairman)	Independent/Non-Executive Director	1	1
Mr. Nilesh Chopra	Independent/Non-Executive Director	1	1
Mr. Dharmendra Shaw	Independent/Non-Executive Director	1	1

iv. Name and Designation of Compliance officer: Mr. Ramakant Goenka (Company Secretary (CS)) wef 29/01/2024 is acting as compliance officer (CO) of the Company, complying with the requirements of SEBI Regulations and the Listing requirements with the Stock Exchanges. Ms Divya Singh was CS / CO from 24/04/2023 to 21/8/2023.

v. Email id for Investor Grievances: cs@ jainco.in / jaincocal @gmail.com VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established an effective Vigil Mechanism for directors and employees to report genuine concerns. The Vigil Mechanism shall provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. Whistle Blower mechanism enables stakeholders, including individual employees and their representative bodies to freely communicate their concerns about illegal or unethical practices or suspected fraud or violation of the Companys Code of Conduct or policy.

Annexiire-2 Form No MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members

JAINCO PROJECTS (INDIA) LTD.

(CIN: L40300WB1991PLC053444)

2, Clive Ghat Street,

Room No.: 4A, 4th Floor,

KOLKATA - 700 001

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by JAINCO PROJECTS (INDIA) LTD. (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliance(s) and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records as available and provided by the company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the company has during the audit period covering the financial year ended on 31st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for the financial year ended on 31st March, 2024 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with Calcutta Stock Exchange Limited, Bombay Stock Exchange Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

1. The Board of Directors of the Company is not duly constituted with pending appointment of Independent Directors (who meet the criteria of Independence as stated in section 149(6) of the Companies Act, 2013) and other required Key Managerial Persons (KMPs). In view of the same, various committees as per LODR could not be duly constituted. Further, none of the Independent Directors of the Company have complied with requirement of inclusion of their names in the databank ofIndependent Directors maintained by the Indian Institute of Corporate Affairs.

2. The status of the Company remains suspended on Calcutta Stock Exchange and listing fees to CSE is also due since long leading to non-compliance of Regulation 14 of SEBI (LODR) Regulations, 2015.

3. The financial statements and Annual Return (MGT-7) for the financial year 2022-23 of the Company are not signed by the Company Secretary of the Company resulting to non-compliance of the provisions of sections 134 and 92, respectively of the Companies Act, 2013.

4. The Company has not complied with Regulation 6(1) & 6(1A) of the SEBI (LODR), 2015 with respect to filling up the casual vacancy caused due to the resignation of its Compliance Officer within three months from the date of vacancy.

5. The Company has not complied with Regulation 7(3) of the SEBI LODR as the compliance certificate is not signed by the Compliance officer of the Company, instead it is signed by the Managing Director. The Company did not have any Compliance officer as on date of submission of compliance certificate, i.e. April 26, 2023.

6. The Company has not complied with Regulation 47(1) with respect to newspaper publication of its financial results.

7. The Company has not complied with Regulation 33(1)(d) with respect to appointment of an auditor who has subjected himself/herself to the peer review process of Institute of Chartered Accountants of India.

8. The Company has not dispatched / served notices for its board meetings and committee meetings in proper way and within due time. The proof of dispatch, attendance sheet of meetings and minutes shared are not verifiable and the documents do not correlate with each other. Further, the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 have not been complied in this respect.

9. The Company has not complied with Para A of Schedule III to SEBI (LODR) Regulations, 2015 with respect to declaration of its quarterly financial results at meetings dated 30-05-2023 and 14-022024 within due time.

10. The Company has not complied with Regulation 46 of SEBI (LODR) Regulations, 2015 as it does not have a functional website.

11. The Company has not complied with Regulation 30(5) SEBI (LODR) Regulations, 2015 with respect to disclosure of KMP details on the Companys website.

We further report that:

(i) The Board of Directors of the Company is constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors (subject to as mentioned in point 1 of this report). Further there are no changes in the composition of the Board of Directors during the period under review (except resignation of one director and re- appointment of managing director).

(ii) Board Meetings notices, agenda and notes on agenda were sent (subject to as mentioned in point 8 of this report) and a system for seeking information, clarifications on items before the meeting for participation at the meeting exists.

(iii) Dissent on resolution/s were not noticed based on minutes as provided and produced.

(iv) There are systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

To

The Members

JAINCO PROJECTS (INDIA) LTD.

(CIN: L40300WB1991PLC053444)

2, Clive Ghat Street,

Room No.: 4A, 4th Floor,

KOLKATA - 700 001

Our Secretarial Audit Report for the financial year ended 31st March, 2024 of even date is to be read along

with this letter.

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

2. We have followed the audit practices and the processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. However in case of financial laws like tax laws, PF, TDS, ESI, G.S.T., we rely on the Reports given by Statutory Auditors or other designated professional.

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

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

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