Jhandewalas Foods Ltd Directors Report

<dhhead>BOARDS REPORT </dhhead>

To the Members,

Your Directors have pleasure in presenting the 18^th Annual Report on the affairs of the Company, together with the Audited Financial Statements, for the Financial Year (FY) ended 31 March 2024.

FINANCIAL PERFORMANCE AND HIGHLIGHTS (Amt. In Lakhs)

Particulars	2023-24	2022-23
Total Income	3591.33	1,925.83
Total Expenditure	3111.88	1,658.30
Profit/(Loss) Before Exceptional Items, Prior Period Items and Tax	479.45	267.53
Exceptional/ Extra Ordinary Items	1849.46	(276.68)
Profit/(Loss) Before Prior Period Items and Tax	2328.91	(9.14)
Tax Expenses	92.81	0.00
Profit/(Loss) Before Tax	2421.72	(9.14)
Other Comprehensive Income	22.89	(0.00)
Profit /(Loss) After Tax (PAT)	2444.62	(9.14)

 

BUSINESS REVIEW

Jhandewalas Foods Limited with its sister concern Hari Narayan Gyarsilal which is 125 years old firm, committed to international standards of product quality. Our product portfolio includes Buffalo Ghee, Cow Ghee, Kesar, Poha, Mangodi, Papad, Refined Groundnut Oil, Pasta, Chutney, Chai Masala & Poha Masala. Ready to Mix product, Ready to eat products and chutneys. Company is also engaged in the marketing of Saffron, Poha, Pasta, Quinoa Pasta, Groundnut Oil, Papad A2 Ghee and are marketed under its own brand name "Namans" and "Godhenu".

Our vision

• To meet the everyday kitchen needs.

We believe in unique Indian value system, traditions, rich culture and moral Values and synchronise it in all spheres of Jhandawalas and in our products.

Our mission

• To provide quality food & superior experience.

The companys vision is to flood the market with quality products. The aim lies, to be an industrys excellent products with a commitments of best quality, upgrading technology with a holistic concern for hygienic life and assurance of good health.

BOARD OF DIRECTORS:

The Board of Directors bears the responsibility for strategically supervising and overseeing the Companys management performance and governance, acting on behalf of shareholders and other stakeholders. Operating with independent judgment, the Board plays a pivotal role in monitoring the Companys affairs, ensuring adherence to corporate governance standards, maintaining transparency, upholding integrity in accounting and financial reporting systems, and implementing effective control mechanisms. Additionally, the Board conducts separate strategic sessions.

As of March 31, 2024, the Companys Board is comprised of four directors, led by a Managing Director. The Board includes two Non-Executive Independent Directors. With a balanced blend of professionalism, experience, and expertise, the Board is well-equipped to discharge its duties effectively. In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act, 2013, one third of such of Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM.

In accordance with the provisions of section 152 and other applicable provisions of the Companies Act,2013, Mr. Raakesh B Kulwal (DIN:00615150), who has been longest in the office, is liable to retire by rotation at the ensuing 35th Annual General Meeting. He is eligible for re-appointment and has offered himself for the re-appointment as Director of the Company. The Board recommended the same to the shareholders of the Company for their approval.

Directors Details

Name of Director	Category	DIN	Promoter /Promoter s Group	Date of first Appointment	Shareholding in the Company (No. of shares)
Raakesh B Kulwal	Managing Director	00615150	Yes	14 Aug 2006	698288
Jinko Devi Koolwal	Executive Director	02531975	Yes	09 Feb 2007	4077118
Manan Jain	Independent Director	08765552	No	14 Aug 2020	NIL
Rajat Kasliwal	Independent Director	07781908	No	22 Apr 2022	NIL

 

*There is no change in the Board of Directors of the Company during the period.

MEETINGS OF THE BOARD:

The day-to-day matters concerning the business are conducted by the executives of the Company under the direction of the Managing Director with ultimate supervision by the Board. The Company holds Board Meetings at regular intervals. The maximum interval between any two consecutive meetings did not exceed 120 days as prescribed under the Act. During the Financial Year 2023-24, the Company held 10 (Ten) Board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.

	Directors
Date of Meeting	Raakesh B Kulwal	Jinko Devi Koolwal	Manan Jain	Rajat Kasliwal
22.04.2023	?	?	?	?
17.05.2023	?	?	?	?
21.06.2023	?	?	?	?
12.07.2023	?	?	?	?
28.08.2023	?	?	?	?
16.10.2023	?	?	?	?
01.11.2023	?	?	?	?
20.01.2024	?	?	?	?
22.01.2024	?	?	?	?
30.03.2024	?	?	?	?
AGM held on 04.08.2023	?	?	?	?

 

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company:

Sr. No. Name of Person	Designation
1. Raakesh B Kulwal	Chairman & Managing Director
2. Jinko Devi Koolwal	Director
3. Irfan Naqvi	Chief Financial Officer
4. Ms. Bhagirathi	Company Secretary

 

*Ms. Bhagirathi has resigned w.e.f 20.01.2024 from the post of Company Secretary. Apart from that there was no change in the KMPs of the Company in FY: 2023-24.

There is no inter-se relationship between the Board members, except Mrs. Jinko Devi Koolwal, who is the mother of Mr. Raakesh B Kulwal, Managing Director of the Company.

The Board of Directors of Company is a balanced one with an optimum mix of Executive and Non Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making.

COMMITTEES OF THE BOARD:

The Board of Directors have the following committees:

??? Audit Committee

??? Nomination and Remuneration Committee

??? Stakeholder/Investor Grievance Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided as under:

a) Audit committee:

The Audit Committee of the Company is constituted in accordance with the provisions of Section 177 of Act. The Companys Audit Committee comprises 3 (three) Members with majority of Independent Directors. The present members of the Committee are Mr. Manan Jain (Chairperson), Mr. Rajat Kasliwal and Mr. Raakesh B Kulwal. All Members of the Committee are financially literate. Mr. Manan Jain, Chairperson of the Committee, is having the relevant accounting and financial management expertise. The terms of reference of the Audit Committee are based on the role of the Audit Committee, as mentioned in Section 177 of the Act, as determined by the Board from time to time. The key terms of reference of the Committee are:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

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

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

4. Reviewing and monitoring the auditors independence and performance and effectiveness of audit process;

5. Approval or any subsequent modification of transactions of the Company with related parties;

6. Valuation of undertakings or assets of the Company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Reviewing, with the Management, performance of statutory and internal auditors, adequacy of the internal control systems;

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

The composition of the Committee, details of meetings held and attendance of the members during the financial year 2023-24 is given hereunder:

Manan Jain	Rajat Kasliwal	Raakesh B Kulwal
Non-Executive & Independent	Non-Executive Independent	Executive & Non-Independent
Director	Director	Director
Chairman	Member	Member

 

 

	Director
Date of Meeting	Manan Jain	Rajat Kasliwal	Raakesh B Kulwal
22.04.2023	?	?	?
21.06.2023	?	?	?
12.07.2023	?	?	?
16.10.2023	?	?	?
01.11.2023	?	?	?
26.02.2024	?	?	?
30.03.2024	?	?	?

 

b) Nomination and Remuneration Committee:

The Company has constituted Nomination, Remuneration & Compensation Committee (NRC Committee) in terms of Section 178 of the Companies Act, 2013. The present members of the Committee are Mr. Rajat Kasliwal (Chairperson), Mr. Manan Jain and Mrs. Jinko Devi Koolwal. Terms of references of the Committee are in accordance with the Companies Act, 2013, which inter-alia includes:

1. 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;

2. To determine the appropriate characteristics, skills and experience for the Board and Director(s);

3. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. Recommend to the Board, all remuneration, in whatever form, payable to senior management;

5. To perform duties / responsibilities / powers etc. as assigned by the Board from time to time under the Share based employee benefit scheme(s) of the company

The composition of the Committee, details of meetings held and attendance of the members during the financial year 2023-24 is given hereunder:

Rajat Kasliwal	Manan Jain	Jinko Devi Koolwal
Non-Executive & Independent	Non-Executive Independent	Non-Executive & Non-
Director	Director	Independent Director
Chairman	Member	Member

 

 

	Director
Date of Meeting	Rajat Kasliwal	Manan Jain	Jinko Devi Koolwal
11.03.2024	?	?	?

 

The Company Secretary of the Company acts as Secretary to the Nomination, Remuneration and Compensation Committee. Requisite quorum was present at the above Meetings. Mr. Rajat Kasliwal, Chairperson of the NRC Committee, was present at the 17^th AGM of the Company held on 04 August 2023.

c) Stakeholders Relationship Committee:

The constitution and terms of reference of Stakeholders Relationship Committee (SRC) are in compliance with the provisions of the Section 178 of the Companies Act, 2013 The present members of the Committee are Mr. Rajat Kasliwal (Chairperson), Mr. Manan Jain, Mr. Raakesh B Kulwal and Mrs. Jinko Devi Koolwal. The terms ofreference of the SRC inter-alia includes:

1. Resolving the grievances of the security holders of the Company 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 Company in respect of various services being rendered by the Registrar & Share Transfer Agent.

The composition of the Committee, details of meetings held and attendance of the members during the financial year 2023-24 is given hereunder:

Rajat Kasliwal	Manan Jain	Jinko Devi Koolwal	Raakesh B Kulwal
Non-Executive &	Non-Executive	Non-Executive & Non-	Executive & Non-
Independent Director	Independent Director	Independent Director	Independent Director
Chairman	Member	Member	Member

 

 

	Director
Date of Meeting	Rajat Kasliwal	Manan Jain	Jinko Devi Koolwal	Raakesh B Kulwal
20.09.2023	?	?	?	?

 

The Company Secretary of the Company acts as Secretary to the Stakeholders Relationship Committee. Requisite quorum was present at the above meeting. Mr. Rajat Kasliwal, Chairperson of the Stakeholders Relationship Committee, was present at the 17^th AGM held on 04 August 2023.

Particulars	No. of Complaints
Complaints pending as on 1 April 2023	NIL
Complaints received during the year	NIL
Complaints resolved during the year	NIL
Complaints outstanding as on 31 March 2024	NIL

 

BOARD EVALUATION

The Board has carried out an annual performance evaluation of its own performance, the Directors individually (including Independent Directors) and Board Committees as per the criteria defined in the Nomination and Remuneration Policy and expressed its satisfaction on the same. The Independent Directors, during the year, have evaluated the performance of Non-Independent Directors, the Board as a whole and Chairman of the Board. The selection and remuneration criteria of directors, senior management personnel, and performance evaluation of Directors/ Board/ Committees/ Chairman are defined in the Nomination and Remuneration Policy. As provided in the Nomination and Remuneration Policy of the Company, performance of the Board and Boards Committees were evaluated on various parameters such as structure, composition, quality, diversity, experience, competencies, performance of specific duties and obligations, quality of decision-making and overall Board effectiveness. Performance of individual directors was evaluated on parameters such as meeting attendance, participation and contribution, responsibility towards stakeholders and independent judgment. The Independent Directors were evaluated at additional parameters as provided in the policy, such as external expertise, devotion of sufficient time, strategic guidance to the Company etc. The performance of Chairman of the Company and Managing Director was also evaluated at the additional parameters.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) of SEBI (LODR) Regulations. Further, all necessary declarations with respect to independence have been received from all the Independent Directors along with the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that Independent Directors of the Company fulfil the conditions of independence specified in the Act and the SEBI (LODR) Regulations and that they are independent of the management.

FINANCE & ACCOUNTS

Your Company prepares its Financial Statements in compliance with the requirements of the Companies Act, 2013 and Accounting Standards. The estimates and judgments relating to the Financial Statements are made on a going concern basis, so as to reflect in a true and fair manner. The form and substance of transactions reasonably present the Companys state of affairs, profits/ loss and cash flows for the year ended March 31, 2024.

AUDITORS

(a) Statutory Auditor

As per Section 139 of the Companies Act, 2013 (the Act), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 17^th Annual General Meeting held in the year 2023, approved the appointment of M/s Jain Chowdhary & Co., Chartered Accountant, (Firm Registration No. 0113267W), as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 17^th Annual General Meeting till the conclusion of ensuing 22^nd Annual General Meeting of the Company.

The Audit reports dated May 15, 2024 (Standalone UDIN: 23207660BGYCIF3613) issued by M/s Jain Chowdhary & Co., Chartered Accountant, Statutory Auditors on the Companys Financial Statements for the financial year ended 2023-24 is part of the Annual Report.

REPORTING OF FRAUDS BY AUDITORS

For the Financial year 2023-24, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees.

(b) Secretarial Auditor

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Sidhi Maheshwari & Associates, Practicing Company

Secretaries, have been re-appointed as Secretarial Auditors of the Company to conduct the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is attached herewith as Annexure and forms part of this report. Information referred to in the Secretarial Auditors Report are self-explanatory and do not call for any further comments.

(c) Internal Audit

The internal control framework is designed to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is supplemented by internal audit, reviews by the management and documented policies, guidelines and procedures. The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake further measures as necessary in line with its intent to adhere to the procedures, guidelines and regulations, as applicable, in transparent manner.

During the year under review, M/s J Nitin & Associates were engaged as Internal Auditors of the Company. They carried out the internal audit of the Companys operations and reported its findings to the Audit Committee. Internal auditors also evaluated the functioning and quality of internal controls and provided assurance of its adequacy and effectiveness through periodic reporting. Internal audit was carried out as per risk-based internal audit plan, which was reviewed by the Audit Committee of the Company. The Audit Committee periodically reviewed the findings and suggestions for improvement and was apprised of the implementation status in respect of the actionable items

(d) Cost Auditor

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, Company is not required to appoint Cost Auditors.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy (Policy) to deal with instances of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or policy. The policy is available on the Companys website at http:// www.namans.co.in.During the year under review, the Company has not received any complaint under this policy.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is fully committed to uphold and maintain the dignity of women working in the Company. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition, and redressal of sexual harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. In line with the same, the Company has formulated an Anti-Sexual Harassment Policy (Policy). All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) constituted under the policy is responsible for redressal of complaints related to sexual harassment at the workplace. During the year under review, no complaint was received by the ICC committee.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31 March 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, are given in the respective notes to the standalone financial statements of the Company (if any).

RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were on arms length basis, in the ordinary course of business, and were in compliance with the applicable provisions of the Companies Act and the SEBI (LODR) Regulations. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Act, in the prescribed form AOC-2 is annexed herewith as Annexure 3.

Related party transactions have been disclosed under the Note No. 08 - significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18". A statement in summary form of transactions with related parties in the ordinary course of business and on arms length basis is placed before the Audit committee for review and recommendation to the Board for their approval.

None of the transactions with related parties were in conflict with the interest of the Company. All the transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are carried out on an arms length basis or fair value. The policy on Related Party Transactions and materiality dealing with related party transactions as approved by the Board of Directors has uploaded on the website of the company at http://www.namans.co.in.

CORPORATE GOVERNANCE

The provision as per Regulation 34(3) read with schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to Company.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company Policy requires conduct of operations in such a manner, so as to ensure of all concerned, compliances, environmental regulations and preservation of natural resources.

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has been employing women employees in various cadres within the factory premises. Your Company has set up Internal Complaints Committee for implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director. During the financial year 2023-24, company has not received any complaint of harassment and hence no compliant is outstanding as on March 31, 2024 for redressal.

RESERVES

The Board of Directors has decided to retain the entire amount of profits/loss for FY 2023-24 in the profit and loss account and not to transfer any amount to the Reserves for the year under review.

DIVIDEND

During the period under review your Directors do not recommend any dividend for the Financial Year 202324.

CAPITAL STRUCTURE

During the year under review, there has been no change in the Capital Structure of the Company.

RISK MANAGEMENT POLICY

Your Company has an elaborate Risk Management procedure, which is based on the three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the identified risks relate to competitive intensity and cost volatility.

The Company has in place a Risk Management framework to identify, evaluate and monitor business risks and challenges across the Company, that seek to minimise the adverse impact on business objectives and capitalise on opportunities. The Companys success as an organisation largely depends on its ability to identify such opportunities and leverage them while mitigating the risks that arise while conducting its business. The Company has also framed, developed and implemented a Risk Management policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on business objectives and enhance the Companys competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels, including documentation and reporting. The risk management committee monitors and reviews the risk management plan and to perform functions as defined under the Act and SEBI (LODR) Regulations.

To sustain and grow in global market one must be ready for some level of uncertainty. Greater the uncertainty, higher the risk. The risk management function is integral to the Company and its objectives include ensuring that critical risks are identified, continuously monitored and managed effectively in order to protect the Companys business. The Company operates in an environment which is affected by various factors some of which are controllable while some are outside the control of the company. The Company proactively takes reasonable steps to identify and monitor the risk and makes efforts to mitigate significant risks that may affect it. Some of the risks that are potentially significant in nature and need careful monitoring are listed hereunder:

Macroeconomic Factors, Political Factors, Product portfolio, Competition from product launches, Talent acquisition & retention, Continuance and growth of channel partners, High dependence on suppliers, Geographic concentration, Changes in government policy and legislation, Raw Material Price Increase, Foreign Exchange Fluctuation.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibility are not applicable to the Company for the FY 2023-24.

PROHIBITION OF INSIDER TRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SEBI (PIT) Regulations), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Companys shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Company, and during the period(s) when the Trading Window to deal in the Companys shares is closed. Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the SEBI (PIT) Regulations.

INVESTOR GRIEVANCE REDRESSAL

The number of complaints received and resolved to the satisfaction of investors during the year under review. There were no pending complaint or share transfer cases as on 31^st March 2024, as per the certificate given by RTA.

MEETINGS OF INDEPENDENT DIRECTORS

The Companys Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the Lead Independent Director.

During the year under review, the independent directors met on 25.11.2023 inter alia, to discuss:

1. Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

2. Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non- Executive directors.

3. 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.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act, in preparation of annual accounts for the financial year ended 31 March 2024 and state that:

(i) in the preparation of the annual accounts for the financial year ended 31 March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 as at 31 March 2024

(iii) the Directors have taken proper and sufficient care 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) proper internal financial controls have been laid down which are adequate and were operating effectively; and

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws.

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).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial conditions and results of operations of the Company for the year under review, as required under regulation 34(2) (e) of SEBI (LODR) Regulations, is being given separately and forms a part of this annual report.

STATUTORY INFORMATION

The operations of the Company are not energy intensive. However, the Company always focuses on conservation of energy, wherever possible. The Company is making continuous efforts to conserve energy by adopting innovative measures to reduce wastage and optimise consumption.

As per section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies(Accounts)Rules, 2014, the information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed in ANNEXURE 1 an integral part of this report.

In terms of provisions of section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder. Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE 2 an integral part of this report.

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2023-24.

GENERAL

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

4. There were no frauds found which have been reported to the Audit Committee/ Board members as well as to the Central Government. Further, there was no fraud reported by auditors under section 143(12) of the Companies Act, 2013.

5. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

LISTING OF SHARES

Your Companys shares are listed at SME platform of BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 and the annual listing fees for the year 2023-24 has been duly paid.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY AUDITOR IN HIS REPORT:

During the year under review, there were following remarks given by statutory auditor:

Qualification 1

The financial statement indicates that the company has experienced a significant reduction in its accumulated losses, down from Rs. 5329.21 Lakhs to Rs. 2884.60 Lakhs. This suggests that the company has managed to decrease its losses by Rs. 2444.61 Lakhs. However, the net worth remains negative, although improved from the previous periods negative Rs. 2980.64 Lakhs to negative Rs. 536.03 Lakhs. This improvement in net worth by Rs. 2444.61 Lakhs, while notable, still points to a situation where the liabilities exceed the assets, which is a concern for the companys financial health and sustainability worth.

Reply by board:

The financial statement indicates a significant improvement in the companys financial position in terms of accumulated losses and net worth as the company has recovered the Doubtful Debts.

Further the company to enhance financial health and sustainability, the company considered strategies such as:

o Focusing on improving profitability through revenue growth and cost management

o Strategically managing debts to reduce interest costs and improve cash flow

o Exploring options for equity infusion or restructuring to strengthen the balance sheet

o Continuously improving operational efficiency to enhance overall financial performance

Qualification 2

Details of Audit Qualification: As per the information and explanations given by the management, It was observed that, the Company has defaulted in repayment of dues to Financial

Institution/Bank/Government/Debenture holders, as applicable to the company.

The companys decision not to provision for interest on the credit facility from Axis Bank, Acme Resources Pvt. Ltd., and Dewan Housing Finance Ltd. is based on the classification of its account as a Non-performing Asset (NPA). According to the Reserve Bank of Indias guidelines, interest on NPAs is not recognized on an accrual basis but is booked as income only when it is actually received. This means that if the account is classified as NPA, the interest cannot be accrued in the financial statements. In the case of Axis Bank, which has initiated a recovery suit with the Debt Recovery Tribunal (DRT) in Jaipur, the outcome of this legal action may influence the companys financial reporting and provisioning practices. The status of the suit, still pending, suggests that the financial implications are yet to be determined. It is crucial for companies to closely monitor such proceedings and update their financial records in accordance with the evolving legal situation and regulatory guidelines.

Reply by board:

As stated by the statutory auditor the companys decision not make provision for interest on the credit facility from Axis Bank, Acme Resources Pvt. Ltd., and Dewan Housing Finance Ltd. is based on the classification of its account as a Non-performing Asset (NPA), interest on NPAs is not recognized on an accrual basis but is booked as income only when it is actually received. The company is closely monitoring the proceedings and the effect of the outcome shall be reflected in the Financial Statements accordingly.

Other than the above, there was no qualification, reservation or adverse remarks or disclaimer made by Statutory Auditor in his report.

Further, the Secretarial Auditor has given the following opinions in her report:

1. No Comments on Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance or the consent for shorter notice has been taken whenever required, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

2. As per information received from MSME - 1, creditors are registered as per MSME Act out of which five parties amounting to Rs. 2,75,01,421.60/- is due more than 45 days. Liability for interest on the same has not been provided for.

Directors Explanation on the Secretarial Auditors Observation:

Your Directors have taken note of the opinions given by the Secretarial Auditor and giving assurance to make the shortcomings good in the upcoming year.

OTHER DISCLOSURES

During the financial year under review:

4- 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;

4- There are no material/significant changes occurred between the end of the financial year 2023-24 and the date of this report which may impact the financial position of the Company;

4- No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose 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 is not applicable; and

4- The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Our commitment to both product and process innovation has helped us to efficiently meet the evolving needs of our customers while ensuring the highest levels of quality and operational efficiency. Moving ahead, we remain steadfast in our commitment to continue driving innovation and sustainable progress.

Each milestone in our purposeful journey reflects our dedication to customer satisfaction, operational excellence, market share gains and innovation to drive sustainable growth and enduring value for our stakeholders. Demonstrating resilience amidst various economic cycles, we continue to enrich customer experience and outreach through unique means. Underscoring our commitment to prudent capital management and strategic growth initiatives, we have achieved strong financial performance despite challenges

ACKNOWLEDGMENT

Your directors acknowledge with gratitude and wish to place on record their appreciation for the dedication and commitment of the Companys employees at all levels which have continued to be our major strength. We also take this opportunity to express our deep sense of gratitude to all government and non-government agencies, bankers and vendors for their continued support, and we look forward to having the same in the future too. We also express gratitude to shareholders for reposing their unstinted trust and confidence in the management of the Company.

We wish and pray for all to stay healthy, and happy!

	For and on behalf of the Board of Directors
	Sd/-
	Raakesh B Kulwal
	Managing Director
	DIN:00615150
Date: August 02 2024
Place: Jaipur