Jeyyam Global Foods Ltd Directors Report

To,

All the Members of the Company,

Your directors are pleased to present the Annual Report with the audited statement of accounts and the Auditors report of your company for the financial year ended 31st March, 2023.

1. PERFORMANCE AT A GLANCE

(Rs. In Lakhs)

Particulars	For the Year Ended 31st March, 2023	For the Year Ended 31st March, 2022
Income	38,220.39	25,389.75
Less: Expenditure	37,225	24,804.51
Profit/Loss Before Tax	995.39	585.24
Less: Current Tax	237.67	146.27
Less: Deferred Tax	18.22	1.94
Profit/Loss after Tax	739.50	437.02

2. REVIEW OF OPERATIONS AND AFFAIRS OF THE COMPANY

The Company has made a total turnover of Rs. 38,217 (Rs. In Lakhs) as against a total turnover of Rs. 25,388.30 (Rs. In Lakhs) during the previous year. The Company has registered profit after tax of Rs. 739.50 (Rs. In Lakhs) as against a profit after tax of Rs. 437.02 (Rs. In Lakhs) during the previous year under review. The company expects improvised business performance in the coming year as compared to the financial year 2022-2023.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business during the year under review.

4. 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 RELATE AND TILL THE DATE OF THE REPORT

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

5. DIVIDENDS

The Board of Directors has not declared any dividend for the financial year ended 31.03.2023.

6. TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to any reserve during the financial year under review.

7. DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year under review. Hence the provisions of section 73 to 76 or any other relevant provisions of Companies Act, 2013 are not applicable to the company.

8. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE COMPANIES ACT. 2013

The Company has not accepted any deposits during the year under review and hence the compliance with the provisions of the Chapter V of the Companies Act, 2013 does not arise.

9. SHARE CAPITAL OF THE COMPANY

The Authorised share capital of the company as on 31st March, 2023 is Rs. 65,00,000/- divided into 6,50,000 Equity Shares of Rs. 10/- each and Paid-up Share Capital of the Company as on 31st March 2023 is Rs. 61,04,820/- divided into 6,10,482 Equity Shares of Rs. 10/- each. During the Financial year under review the Company has not made any further issue of shares and the share capital remains same as at the end of previous year.

OTHER DISCLOSURES

Your directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting, or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the company under any scheme;

iii. Issue of Bonus Shares;

iv. Issued any securities that are convertible into equity shares at a future date and nor any such shares are outstanding previously;

v. Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company;

vi. Buyback of any of its securities &

vii. As at the end of the previous financial year, none of the Directors of the Company held instruments convertible into equity shares of the Company.

1Q.DETAILS OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY AND NAMES OF COMPANIES. WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company has no subsidiary, associate and joint venture companies.

11.COMPOSITION OF BOARD OF DIRECTORS AND ITS CHANGES

During the year under review, the Board of Directors of the Company in its meeting held on 02^nd November, 2022 appointed Mr. Krishnasamy Saravanan as Managing director of the Company. There were no other changes during the year under review.

The Composition of Board of Directors as on 31.03.2023 were as follows:

(a) Mr. Krishnasamy Saravanan - Managing Director

(b) Mrs. Saravanan Shrruthi - Director

(c) Mr. Shripal Veeramchand Sanghvi - Director

The Board of Directors at its meeting held on 27.09.2023 approved the following:

(a) Appointment of Mrs. Sujathaa Mehta (DIN: 06822171) as an additional director (Non- executive) of the Company.

(b) Appointment of Mr. Amit Agarwal (DIN: 01653009) as an additional Director (Executive) of the Company.

(c) Taking on record the resignation of Mr. Praveen Bhansali Naman Bhansali (DIN: 10306109) as the Additional Director of the Company.

(d) Taking on record the resignation of Mr. Jayaraman Madhu Suthan (DIN: 09841051) as the Additional Director of the Company.

(e) Appointment of Mr. Amit Agarwal (DIN: 01653009) as Whole Time Director cum Chief Financial Officer of the Company.

In compliance with the Companies Act, 2013 the following directors are proposed to be appointed/re-appointed as Director/Whole time Director cum CFO/Non- Executive Director/Managing Director of the Company by the approval of the Share Holders of the Company:

(a) Re-appointment of Mr. Shripal Veeramchand Sanghvi (DIN: 07788214), Retirement by Rotation.

(b) Regularisation Of Mrs. Sujathaa Mehta (DIN: 06822171) As A Non-Executive Director.

(c) Regularisation Of Mr. Amit Agarwal (DIN: 01653009) As A Director.

(d) Appointment Of Mr. Shripal Veeramchand Sanghvi (DIN: 07788214) As A Managing Director.

(e) Regularisation Of Mr. Amit Agarwal (DIN: 01653009) As A Whole Time Director Cum Chief Financial Officer.

12.DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company for the financial year 2022-2023. Hence the requirement of Declaration by Independent directors does not arise.

13.MEETINGS HELD DURING THE YEAR

During the financial year 2022-2023, following meetings were conducted during the year under review:

S. No Meetings Date	Total Number of Directors entitled to Attend the Meeting	Total Number of Directors present at the Meeting
1. 29.04.2022	3	3
2. 30.06.2022	3	3
3. 30.08.2022	3	3
4. 05.09.2022	3	3
5. 02.11.2022	3	3
6. 01.12.2022	3	3
7. 27.03.2023	3	3
8. 29.03.2023	3	3

All the Directors were present in all its meetings and the gap between two meetings did not exceed 120 days.

The 14^th Annual General Meeting was held on 30^th September, 2022 during the year under review.

14. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

There were no loans, Investments or guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction and the particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2 is appended as Annexure I.

16.STATUTORY AUDITOR OF THE COMPANY

M/s. R. Rishab Nahar & Co. were appointed as the Statutory Auditor of the Company from the financial year 01.04.2021 to 31.03.2026 in the AGM dated 29.11.2021.

On 17^th September, 2023, we have received the resignation letter from M/s. R. Rishab Nahar & Co. effective from 27^th September, 2023. Audit for the Period 2022-2023 was completed by M/s. R. Rishab Nahar & Co.

The Board of Directors have proposed M/s. A B C D & Co., Chartered Accountants, as the Statutory Auditor of the Company for a period of 5 years starting from the financial year 2023- 2024 to 2027-2028. Members approval to be obtained at the ensuing Annual General Meeting.

17.QUALIFICATION REPORTED BY STATUTORY AUDITOR

There was no qualification reported by the Statutory Auditor in his report for the financial year ending 31^st March, 2023 except for:

Auditors Qualification:

(a) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company is regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities. According to the information and explanation given to us there were no outstanding statutory dues as on 31st of March,2023 for a period of more than six months from the date they became payable except the following:

Name of the Statute	Nature of the Dues	Amount (Rs.)	Period to which the amount relates
Income Tax Act, 1961	Interest	18,488/-	AY 2011
	Interest	2,014/-	AY 2015
	Interest	14,937/-	AY 2018

(b) According to the information and explanations given to us and on the basis of our examination of the records of the company, there is no statutory dues referred to in subclause (a) that have not been deposited on account of any dispute except following:

Name of the Statute	Nature of the Dues	Amount (Rs.)	Period to which the amount relates	Forum where Dispute is pending	Remarks, if Any
Income Tax Act, 1961	Demand	17,19,940/-	AY 2010	CPC
	Interest	25,13,318/-	AY 2010	CPC
	Demand	10,11,680/-	AY 2010	CPC
	Interest	9,20,556/-	AY 2012	CPC
	Demand	5,52,370/-	AY 2012	CPC
	Interest	4,41,840/-	AY 2013	CPC
	Demand	36,61,029/-	AY 2014	CPC
	Interest	26,48,844/-	AY 2014	CPC
	Demand	25,92,920/-	AY 2017	CPC
	Interest	9,07,515/-	AY 2017	CPC
	Demand	28,28,120/-	AY 2020	CPC
	Interest	12,44,364/-	AY 2020	CPC
	Demand	10,77,210/-	AY 2021	CPC
	Interest	2,58,528/-	AY 2021	CPC

Reply by the Board of Directors:

The Board took note of the same and will take necessary action.

18.DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

For the financial year under review, the Auditor has not reported about any fraud by the company or any fraud on the company by its officers or employees.

19.SECRETARIAL AUDITOR

Section 204 of the Companies Act, 2013 with regard to secretarial audit is not applicable to the company during the year under review.

20.DISCLOSURE ON MAINTENANCE OF COST RECORDS

The Company is not required to maintain any cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Hence the company has not maintained any cost records. Therefore, there is no requirement for appointment of cost Auditor.

21.INTERNAL AUDITORS

The Board of Directors had appointed M/s. Balaji & Sridhar, Chartered Accountants as the Internal Auditor of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2022-2023.

22. EXTRACT OF ANNUAL RETURN

Pursuant to the Companies (Amendment) Act, 2017 notified with effect from 28th August, 2020, the requirement to annex the extract of Annual Return in form MGT-9 is done away with and accordingly the same is not annexed to the Boards report.

The Annual Return as required under Section 92 of the Companies Act, 2013 has been published in the website of the Company which can be accessed through the following link.

http://www.ievvamfoods.in/

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year 2022-2023, the Company is mandated to contribute Rs. 11,18,162.72/- towards CSR and the details with respect to the same is annexed as Annexure II to this report.

24. COMMITTEE FORMATION

The company need not comply with requirements of formation of committee as per the provisions of section 135, 177 and 178 of the Companies Act, 2013 under the year under review.

25.SECRETARIAL STANDARDS

During the period under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

26.ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, safeguarding of assets of the Company, adhering to the management policies besides ensuing compliance.

27.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no material orders passed by any regulator or courts or tribunals impacting the going concern status of the company.

28. RISK MANAGEMENT POLICY

The Company in order to comply with provisions of Companies Act, 2013 and provide an effective mechanism for implementing risk management system had adopted the policy on risk management for evaluating and monitoring various risk that could threaten the existence of the company. The Company has not faced any major risk and no major deviations from the actual as attained by the company. The Board takes the overall responsibility for the process of risk management in the organization.

29. VIGIL MECHANISM POLICY

The Company has established a mechanism for Directors and employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company.

The details of establishment of such mechanism are disclosed in the Companys Website

http://www.ievvamfoods.in/

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITIONS REDRESSALI ACT. 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act) and rules made there under, your Company has adopted a Sexual Harassment Policy for women to ensure healthy working environment without fear of prejudice, gender bias and sexual harassment and the company will set up Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment, as and when the same becomes applicable.

The Board states that there were no cases or complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the Directors furnish the information as below:

Conservation of Energy	The Company is taking necessary steps to conserve energy. Every effort is made to ensure optimum use of energy.
Technology Absorption	Our Company have purchased new machineries to ensure quality, improve speed of production and reduce its cost of production.
Foreign Exchange Earnings and Outgo	2022-2023
Earnings	Nil
Outgo	Nil

TECHNOLOGY ABSORPTION:

(i) The efforts made towards technology absorption:	Our Company have purchased new machineries to ensure
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution etc	quality, improve speed of production and reduce its cost of production. Which will help our Company to improve its sales.
	The Company will continue to further develop the Research & Development in the above areas and identify new areas of applications.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):	NIL
(a) The details of technology imported
(b) Year of Import;
(c) Whether the technology been fully absorbed
(d) If not fully absorbed, areas where has not taken place, reasons thereof
(iv) The expenditure incurred on Research and Development	The expenditure on R & D was incurred in developing and commercializing products and as such specific expenditure under this head cannot be classified.

32. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 f31 OF 2016^ DURING THE YEAR ALON6WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There is no application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

33. 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

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

34. PARTICULARS OF EMPLOYEES

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further as on 31st March, 2023, the Disclosure with respect to details of the Top 10 employees as on 31st March, 2023 in pursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given under Annexure III.

The Company currently has not provided any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

35. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b) That the appropriate accounting policies have been selected and applied consistently, and have 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 as at 31st March 2023 and of statement of Profit and Loss account of the Company for the year ended 31st March 2023.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities,

d) That the annual accounts have been prepared on a going concern basis.

e) That 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.

36. NATIONAL COMPANY LAW TRIBUNAL

The case filed by Maximus People Solutions Private Limited against the company before the National Company Law Tribunal (NCLT) to settle the disputed professional services for Rs.52 lacs which was dismissed by NCLT on 2nd September 2021, in favour of company.

However, Maximus People Solutions Private Limited has now filed an appeal with the National Company Law Appellate Tribunal (NCLAT), which is currently pending disposal. The company is confident of closing this issue at the NCLAT also.

37. ACKNOWLEDGEMENTS

The Directors place on record our sincere thanks to all stakeholders for their continued support extended to corporation activities during the year under review.