josts engineering company ltd share price Directors report

The Directors present herewith 116th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31st, 2023.

l.Financial Summary

(Rs in lakhs)

Particulars	Standalone		Consolidated
	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Profit Before tax	972	651	1,009	660
Less: Tax Expense:
Current Tax	282	202	282	202
Deferred Tax	-10	1	-10	1
Short/(Excess) Provision for Income tax of earlier years	6	1	6	1
Profit After Tax	694	447	731	456
Profit After Tax (attributable to controlling interest)	694	447	708	450
Profit After Tax (attributable to noncontrolling interest)	-	-	23	6
Balance brought forward from previous year	2,127	1,708	1,926	1,511
Amount available for appropriation	2,821	2,155	2,654	1,954
Less: Dividend paid during the year	56	28	56	28
Balance carried forward	2,765	2,127	2,598	1,926

2. Dividend

The Directors are pleased to recommend a dividend of Rs 1.5/- per share (75%) on Equity Shares of Rs 2/- each for the year ended March 31st, 2023.

3. State of the Companys Affairs and Operations:

Income for the year under review, was Rs16,052 lakhs as against Rs 11,389 Lakhs in the previous year. The profit before tax was Rs 972 Lakhs as against Rs 651 Lakhs in the previous year. Generally, business should continue to progress. Barring unforeseen circumstances, there should be improved results in the current financial year 2023-24.

4. Performance of Subsidiary Companies

MHE Rentals India Private Limited ("MHE Rentals")

This Subsidiary is engaged in the equipment rental business. For the year ended March 31st, 2023, the turnover was Rs1352 lakhs as against Rs1271 lakhs in the previous year. The Profit for the year ended March 31st, 2023 was Rs57 lakhs as against a profit of Rs15 lakhs in the previous year. Further, pursuant to the acquisition of shares by the company from existing shareholders of MHE Rentals, as approved by the Board of Directors of the company, MHE Rentals become Wholly Owned Subsidiary of the Company on 8th August, 2023.

Josts Engineering Inc.

The Company had incorporated a Wholly Owned Subsidiary Company outside India, namely, Josts Engineering Inc. in USA during the Financial Year. This entity has not yet commenced any business activities since incorporation.

JECL Engineering Limited

The Company had incorporated a Wholly Owned Subsidiary Company in India, namely, JECL Engineering Limited, on

12th December, 2022. The company is in the process of setting up a factory to commence its manufacturing activities at Murbad, Thane.

5. Share Capital

Authorized Share Capital: Your Company has its Authorized Share Capital of Rs. 1,00,00,000 divided into 20,00,000 Equity Shares of Rs 5/- each as on 31st March, 2023.

Issued, Subscribed and Paid up Share Capital: Your Company has its Issued, Subscribed and Paid up Share Capital of Rs 93,28,730 divided into 18,65,746 Equity Shares of Rs 5/- each as on 31st March, 2023.

Pursuant to the Stock Split approved by Board of Directors in their meeting held on 7th February, 2023 and approval of shareholders at their Extra Ordinary General Meeting held on 23rd March, 2023, the authorized, issued, subscribed and paid up equity share capital of face value of Rs 5/- each stands sub-divided into equity shares of face value of Rs 2/- (Rupees Two) each with effect from 28th April, 2023 (Record date).

6. Stock Split

During the financial year ended 31st March, 2023, in order to improve the liquidity of Companys shares in the stock market and to make it more affordable for the small investors and also to broad base the small retail investors, the Board of Directors of the Company at its meeting

held on 7th February, 2023 approved sub- division/split of face value of equity shares of the Company and the same was also approved by the members at their meeting held on 23rd March, 2023 pursuant to which equity share having face value of Rs 5/- each of the Company was sub-divided/split into such number of equity shares having face value of Rs 2/- each with effect from 28th April, 2023 (record date for sub-division).

Necessary approvals from the BSE Limited for sub-division of shares and confirmation from the Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for assignment of new ISIN were duly taken care. Further, Capital clause of the Memorandum of Association of the Company has been amended accordingly. The Company⁵ s equity shares are listed and actively traded on the BSE Limited.

7. Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in terms of requirement of Companies Act, 2013 and in accordance with the relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5

Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries / Associate Companies / Joint Ventures is given in Form AOC - 1, which is attached to the Financial Statements of the Company.

8. Material Subsidiary

MHE Rentals India Private Limited is a Material Subsidiary of the Company as per the threshold laid down by the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, as amended. The Board of Directors of the Company has approved a policy for determining material subsidiaries which is in line with the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, as amended from time to time. The policy has been uploaded on the companys website at www.iosts.com.

9. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies(Accounts) Rules, 2014 is annexed as Annexure "A" to the Boards Report.

10. Directors Responsibility Statement

(vi) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. Particulars of employees

The information pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not given, as no employee, employed throughout the financial year 2022-23, was in receipt of the remuneration of Rs 102 lakhs or more and no employee, employed for the part of the financial year 2022-23 was in receipt of remuneration of Rs 8.50 lakhs or more per month.

12. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2023 on its website at www.iosts.com at web link: https://josts.com/wp-

content/uploads/2023/08/MGT-7-Annual-

Return-2022-23.pdf

13. Deposits

During the year under review, the Company has not accepted/renewed any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) and Section 134 (5) of the Companies Act, 2013:

(i) that in the preparation of the Annual Accounts for the year ended March 31st, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed with proper explanation and there are no material departures from the same;

(ii) the directors had selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2023 and of the profit of the Company for the year ended on that date;

(iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis;

(v) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

14. Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, have been disclosed in the Financial Statements at the appropriate places.

15. Code of Conduct (Code) for Board Members and Senior Management

The Company has adopted, the Code for enhancing further ethical and transparent process in managing the assets and affairs of the Company. This Code has been posted on the website of the Company (www.josts.com).

16. Vigil Mechanism / Whistle Blower Policy

In compliance with the provisions of Section 177 of the Companies Act, 2013, and Rule 7 of the Companies (Meetings of Board and its powers) Rules, 2014, the Company has established Vigil Mechanism / Whistle Blower Policy to encourage Directors and Employees of the Company to bring to the attention of any of the following persons, i.e. the Chairman of the Audit Committee, Company Secretary and HR Head, the instances of unethical behavior, actual or suspected incidence of fraud or violation of the Code of Conduct for Directors and Senior Management (Code) that could adversely impact the Companys

operations, business performance or reputation. The Vigil Mechanism / Whistle Blower Policy has been posted on the website of the Company (www.josts.com).

17. Risk Management Policy

The Company has developed and implemented, a Risk Management Policy in compliance with the provisions of Section 134 (3) (n) of the Companies Act, 2013.

Risk Management is an organizationwide approach towards identification, assessment, communication and management of risk in a cost-effective manner - a holistic approach to managing risk. Generally, this involves reviewing operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence and then making appropriate actions to address the most likely threats.

The Policy provides for constitution of Risk Management Core Group (RMCG) consisting of Functional / Departmental / Product line heads and headed by Chairman of the Company. The RMCG shall be collectively responsible for developing the Companys Risk Management principles and Risk Management expectations, in addition to those specific responsibilities as outlined in the Policy. The RMCG will provide updates to the Audit Committee and Board of Directors of the Company on key risks faced by the Company, if any, and the relevant mitigant actions.

The major risks such as Operational Risk, Financial Risk, External Environment and Strategic Risk have been identified and the Risk Management process has been formulated.

The Risk Management Policy has been posted on the website of the Company (www.josts.com).

18. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee has framed Nomination and Remuneration Policy ("the Policy"). The Policy applies to the Board of Directors, Key Managerial Personnel and the Senior Management Personnel. The Policy lays down criteria for selection and appointment of Board Members, Key Managerial Personnel and Senior Management Personnel and also lays down a framework in relation to remuneration of the aforesaid persons.

The Nomination and Remuneration Policy has been posted on the website of the Company (www.josts.com).

19. Prevention of Sexual Harassment

The Company has constituted an "Internal Complaints Committee" in compliance with the Sexual Harassment of Women at work place (Prevention,

Prohibition and Redressal) Act,2013. During the year under review, no complaints of Sexual Harassment were reported to the Board.

20. Committees of the Board

The Board of Directors have constituted the following Committees in compliance with the Companies Act, 2013. These Committees deal with specific areas and activities which concern the Company.

(i) Audit Committee	Mr. F. K. Banatwalla (DIN: 02670802) - Chairman Mr. Shailesh Sheth (DIN: 00041713) - Member Mr. Jai Prakash Agarwal (DIN: 00242232) - Member
(ii) Nomination and Remuneration Committee	Mr. Shailesh Sheth (DIN: 00041713) Chairman Mr. Marco Wadia (DIN: 0 0244357) Member Mr. F. K. Banatwalla (DIN: 02670802) - Member
(iii) Stakeholders Relationship Committee	Mr. Shailesh Sheth (DIN: 00041713) - Chairman Mr. F.K. Banatwalla (DIN: 02670802) - Member Mr. Jai Prakash Agarwal (DIN: 00242232) - Member
(iv) Corporate Social Responsibility Committee	Mr. Jai Prakash Agarwal (DIN: 00242232) - Chairman Mr. Vishal Jain (DIN: 00709250) - Member Mr. F. K. Banatwalla (DIN: 02670802) - Member
(v) Share Transfer Committee*	Mr. Shailesh Sheth (DIN: 00041713) - Chairman Mr. F.K. Banatwalla (DIN: 02670802) - Member Mr. Jai Prakash Agarwal (DIN: 00242232)- Member

* The Board of Directors in their meeting held on February 7th, 2023 had constituted "Share Transfer Committee" with immediate effect.

All the recommendations made by the Audit Committee were accepted by the Board.

21. Independent Directors Meeting

During the year under review, a separate meeting of the Independent Directors of the Company was held on February 06th, 2023 and attended by the Independent Directors, to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

22. Meetings of the Board

During the year under review 5 (Five) Board Meetings and 16 (Sixteen) Committee Meetings were convened and held. The details of the same forms a part of the Corporate Governance Report.

23. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations evaluation has been carried out by the Board, Nomination and Remuneration Committee (NRC) and by the Independent Directors.

The Board has carried out an annual performance evaluation of its own, individual Directors including Independent Directors (excluding the director being evaluated) and its Committees.

Board evaluation was carried out on the basis of questionnaire, prepared after considering various inputs received from the Directors, covering various aspects revealing the efficiency of the Boards functioning such as Development of suitable strategies and business plans, size, structure and expertise of the Board and their efforts to learn about the Company and its business, obligations and governance.

Performance evaluation of every Director was carried out by Board and Nomination and Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge and related industry expertise, attendance and participations in the meetings and workings thereof and initiative to maintain high level of integrity & ethics.

In their separate meeting, the Independent Directors had carried out performance evaluation of NonIndependent Directors, the Board as a whole and the Chairman, taking into account the views of Executive and NonExecutive Directors.

The quality, quantity and timeliness of flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties were also evaluated in the said meeting.

The performances of Committees were evaluated on parameters such as whether the Committees of the Board are appropriately constituted, Committees has an appropriate number of meetings each year to accomplish all of its responsibilities, Committees maintain the confidentiality of their discussions and decisions, Committee conducts a selfevaluation at least annually, Committees make periodically reporting to the Board along with its suggestions and recommendations.

Independent Directors performance evaluation was carried out on parameters such as Director upholds ethical standards of integrity, the ability of the director to exercise objective and independent judgment in the best interest of Company, the level of confidentiality maintained. The Directors expressed their satisfaction with the evaluation process.

The Board found the evaluation satisfactory and no observations were raised during the said evaluation in current year as well as in previous year.

24. Related Party Transactions

All contracts/ arrangements/ transactions entered by the Company during FY 202223 with related parties were on an arms length basis and in the ordinary course of business. There were no Material Related Party Transactions (MRPTs) undertaken by the Company during the year that require Shareholders approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act.

The approval of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route. All the transactions were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Details with respect to transaction(s) with the Related Party(ies) entered into by the Company during the reporting period are disclosed in the accompanying Financial Statements and the details pursuant to clause (h) of Section 134(3) of Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 is annexed as Annexure "B" to the Board Report.

Your directors draw attention of the shareholders to the financial statements which set out related party disclosures. Related Party Transactions Policy as approved by the Board has been uploaded on the Companys website www.jost.com at the web link: https://josts.com/wp- content/uploads/2022/04/l4.l-Policy-on- Related-Party-Transaction-10-02- 2022.pdf

25. Maintenance of Cost Records

In terms of the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Central Government has mandated certain class of Companies to maintain cost records. Being a manufacturing Company, the Company falls under the prescribed class of Companies and maintains Cost Accounts and Records which are also subject to Audit conducted by a Cost Auditor.

26. Auditors

(i) Statutory Auditors

M/s. Shah Gupta & Co. Chartered Accountant (FRN 109574W) was appointed as Statutory Auditors of the Company at the 115th Annual General Meeting of the Company held on 26th September, 2022 for a term of five years till the conclusion of 120th AGM to be held in the year 2027, as required under Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Akshay Gupta & Co., Company Secretaries, as Secretarial Auditor, to undertake the Secretarial Audit for the year ended March 31st, 2023.

Further, pursuant to Regulation 24A of SEBI Listing Regulations, Secretarial Audit of MHE Rentals India Private Limited, material subsidiary of the Company, have also been undertaken. The Secretarial Audit Report of the Company and of Companys Material Subsidiary i.e. MHE Rentals India Private Limited for the financial year ended 31st March, 2023 is annexed to this Boards Report as Annexure "C" and does not contain any qualification, reservation, disclaimer or adverse remarks.

Also, pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with SEBI Circulars issued in this regard, the Annual Secretarial Compliance Report duly signed by M/s Akshay Gupta & Co., Company Secretaries, has also been submitted to the Stock Exchanges within 60 days of the end of the financial year .

Further, the Board has re-appointed M/s Akshay Gupta & Co., Company Secretaries (FRN: S2018RJ649000) as Secretarial

Auditor of the Company for the FY 2023-24.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud during the year under review.

(iii) Internal Auditors

Your Directors, during the year under review, appointed M/s S.G.C.0 & Co. LLP, to act as the Internal Auditors of the Company for the financial year 2022-23 pursuant to section 138 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014.

(iv) Cost Auditors

Your Directors inform the Members that pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, Manufacturing Companies are required to get their cost records audited. In this connection, the Board of Directors of the Company on the commendation of Audit Committee had approved the appointment of M/s. Devarajan Swaminathan & Co. Cost Accountants (FRN: 100669) as the Cost Auditor of the Company for the year ending March 31, 2023.

27. Auditors Report

The reports of the Statutory Auditors, M/s. Shah Gupta & Co. Chartered Accountant (FRN 109574W), on the Standalone and Consolidated Financial Statements of the Company for the year ended March 31st, 2023, forms part of this Annual Report.

The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the year ended March 31st, 2023 and there is no

qualification, reservation or adverse remarks given by the Auditors in their Report.

The Secretarial Auditors Report for the year ended March 31st, 2023 from M/s Akshay Gupta & Co., Company Secretaries (FRN: S2018RJ649000), does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure "C" to the Boards report.

28. Corporate Social Responsibility (CSR)

The Company implemented Corporate Social Responsibility Policy in accordance with the provisions of Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social

Responsibility Policy) Rules, 2014 on recommendation of Corporate Social Responsibility Committee (CSR Committee) and on approval of the Board of Directors of the Company.

CSR Committee undertakes CSR activities

in accordance with its Corporate Social

Responsibility Policy (CSR Policy)

uploaded on the Companys website at

www.josts.com at the web link:

https://josts.com/wp-

content / uploads/2022/11/CSR-Policy.pdf

In Financial year 2022-23, 2% of the average net profit of the Company, made during the three immediately preceding financial years comes out to be Rs 9.11 Lakhs. A report on CSR activities is provided in Annexure "D" to this Boards Report.

29. Disclosure pursuant to Section 197 (12) of the Companies Act, 2013, and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014

Disclosure with respect to the remuneration of Directors, Key Managerial Personnel and Employees as required under Section 197 (12) of the Companies Act, 2013 and Rule 5(1) of Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure "E" to the Boards Report.

30. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure "F" and forms an integral part of this Boards Report.

31. Corporate Governance

The Corporate Governance Report for the year ended March 31st, 2023 along with Certificate of Compliance of conditions of the Corporate Governance received from the M/s Akshay Gupta & Co., Practicing Company Secretary, as per the requirements of SEBI (Listing Obligations and Disclosure Requirements) is annexed as Annexure "G" and forms an integral part of this Boards Report.

32. Internal Control System

The Company has an effective Internal Control System in place considering the size, scale and complexity of operations.

The internal control is supplemented by the detailed internal audit programmed, reviewed by management and by the Audit Committee and documented Policies, SOPs, Guidelines and Procedures.

The Internal Audit monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies at all locations of the company.

33. Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations. However, members attention is drawn to the statement on ‘Contingent Liabilities in the notes forming part of the Financial Statements.

34. Declaration of Independence

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Management.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

35. Directors and Key Managerial Personnel

The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

Name	Designation	Category
Mr. Jai Prakash Agarwal (DIN: 00242232)	Chairman and Whole Time Director	Executive
Mr. Vishal Jain (DIN: 00709250)	Vice-chairman and Managing Director	Executive
Mrs. Shikha Jain (DIN: 06778623)	Director	Non-Executive
Mr. Marco Philippus ArdeshirWadia (DIN: 00244357)	Independent Director	Non-Executive
Mr. Shailesh Rajnikant Sheth (DIN: 00041713)	Independent Director	Non-Executive
Mr. Sanjiv Swarup (DIN: 00132716)	Independent Director	Non-Executive
Mr. Farokh Kekhushroo Banatwalla (DIN: 02670802)	Independent Director	Non-Executive
Mrs. Rekha Bagry (DIN: 08620347)	Independent Director	Non-Executive
Mr. Pramod Maheshwari (DIN: 00185711)	Independent Director	Non-Executive

Mrs. Shikha Jain (DIN: 06778623), NonExecutive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offered herself for re-appointment.

The term of Mr. Vishal Jain (DIN: 00709250) as Managing Director of the Company is due for completion on 3rd October, 2023. Your Directors upon recommendation of Nomination and Remuneration Committee and Audit Committee proposed to reappoint Mr. Vishal Jain (DIN: 00709250), as Managing Director for further period of 3 Years i.e. from 4th October, 2023 to 3rd October, 2026. The proposal for confirmation of reappointment of Mr. Vishal Jain (DIN: 00709250) as Managing Director for further period of 3 years and remuneration payable to him, shall be put up before the ensuing Annual General Meeting for the approval of the Shareholders of the Company.

The term of Mr. Jai Prakash Agarwal (DIN: 00242232) as an Executive Chairman i.e Chairman and Whole Time Director of the Company is due for completion on 31st March, 2024. Your Directors upon recommendation of Nomination and Remuneration Committee and Audit Committee proposed to reappoint Mr. Jai Prakash Agarwal (DIN: 00242232), as an Executive Chairman i.e Chairman and Whole Time Director of the Company for further period of 3 Years i.e. from 1st April, 2024 till 31st March, 2027. The proposal for confirmation of reappointment of Mr. Jai Prakash Agarwal (DIN: 00242232) as an Executive Chairman i.e Chairman and Whole Time Director of the Company for further period of 3 years and remuneration payable to him, shall be put up before the ensuing Annual General Meeting for the approval of the Shareholders of the Company.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) are given in the Notice of this AGM, forming part of the Annual Report.

Mr. Sanjiv Swarup (DIN: 00132716), Mr. Pramod Maheswari (DIN: 00185711) and Mrs. Rekha Bagry (DIN: 08620347) were appointed as an Independent Director of the Company with effect from 7th February, 2023.

Mrs. Babita Kumari (Membership No. A40774) was appointed as Company Secretary and Compliance Officer of the Company, with effect from 6th August, 2022.

36. Investor Education & Protection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.

Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to the demat account of IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

In the interest of the shareholders, the Company sends reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companys website.

In light of the aforesaid provisions, the Company is required to transfer dividends which remained unpaid/ unclaimed for a period of seven years to the IEPF established by the Central Government. The unpaid/ unclaimed dividend for the year ended March 31, 2016 is due for transfer to IEPF on or after 19th August, 2023.

During the period under review, the Company transferred 2,580 Equity shares of Rs 5/- each, on which dividend of the year 2015 remained unclaimed for seven consecutive years to Investor Education and Protection Fund (IEPF) pursuant to Section 124 (6) of the Companies Act, 2013 within the scheduled time.

Further, a Dividend amount of Rs. 90805/- which remained unclaimed against dividend of the year 2015, was transferred to IEPF pursuant to Section 124 of the Companies Act, 2013 within the Scheduled time.

37. Statement on compliances of applicable Secretarial Standards

In requirement of para 9 of revised Secretarial Standards on Board Meeting i.e. SS-1, your Directors states that they have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

38. Material changes and commitments, if any

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

39. Change in the nature of business

There is no change in the nature of the business of your Company during the Financial Year under review.

40. Statement in respect of adequacy of internal financial control with reference to the financial statements

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its Business, including adherence to the Company^ s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of the reliable financial disclosures.

41. Proceeding under Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has neither made any application nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 ("IBC a Code"). Further, at the end of the financial year, Company does not have any proceedings related to IBC Code..

42. Reserves

During the financial year ended March 31st, 2023, no amount was transferred to General reserves.

43. Acknowledgements

The Board of Directors wish to place on record their appreciation for the continued support and co-operation by the bankers, customers, suppliers and other stakeholders. The Directors also thank the employees at all levels for their hard work, dedication and support.

For and on behalf of the Board

	Sd/-
	Jai Prakash Agarwal
Date 14th August , 2023	Chairman and Whole Time Director
Place: Goa	DIN: 00242232