Jayshree Chemicals Ltd Directors Report

To

The Members

The Directors have pleasure in presenting herewith their Annual Report together with the audited Accounts of the Company for the year ended 31 st March, 2024.

FINANCIAL RESULTS (summary)	31-3-2024	31-3-2023
	(? in Lakh)	(? in Lakh)
Profit/(Loss) for the year	(350.36)	(20.18)
Less/ (Add):
CurrentTax	-	-
Income Tax related to earlier year	-	-
MAT Credit Entitlement	-	-
Deferred Tax	-	-
	(350.36)	(20.18)
Add: Debit Balance brought forward	(2812.18)	(2617.01)
Retained Earnings of a business Combination	-	(174.99)
Balance carried forward to next year	(3612.54)	(2812.18)

Note: The Scheme of Amalgamation between M/s. Bangur Exim Private Limited and M/s. East Coast Powers Limited with the Company became effective on 4th May, 2024 with Appointed Date being 1st April, 2023, Accordingly, audited figures have been restated in accordance with the accounting treatment mentioned in the Scheme.

STATE OF COMPANYS AFFAIRS

The Company operates in two business verticals i.e. trading in chemicals and sale of electricity generated from renewable source.

During the year under review, the revenue from operations stood at? 1281.39 Lakhs as against ? 894.94 Lakhs in the previous year and the net loss from the operations stood at ? 350.36 Lakhs as against ? 20.18 Lakhs in the previous year.

SCHEME OF AMALGAMATION

The Board of Directors of the Company at its Meeting held on 15th May, 2023, had approved the Scheme of Amalgamation between Wholly Owned Subsidiaries namely M/s. Bangur Exim Private Limited & M/s. East Coast Powers Limited (Transferor Companies) with the Company (Transferee Company).

The said Scheme of Amalgamation of the above companies has been sanctioned by the Honble National Company LawTribunal, Kolkata Bench vide its Order dated 25th April, 2024.

The Scheme is operative on and from 1 st April, 2023, the Appointed Date of the Scheme.

In terms of the Scheme:

a) Both Transferor Companies stand amalgamated with the Transferee Company w.e.f. 1 st April, 2023 and all debts, liabilities, duties and obligations of the Transferor Companies stands transferred to the Transferee Company from the said Appointed Date.

b) All proceedings, suits or appeals pending by or against the Transferor Companies be continued by or against the Transferee Company.

c) The Authorized Share Capital of theTransferee Company stands increased to? 56,05,00,000 from ? 55,00,00,000.

Pursuant to the aforesaid Scheme, the Corporate Structure of theTransferee Company has simplified.

STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF THE SUBSIDIARY

Whollly Owned Subsidiary Companies namely M/s. Bangur Exim Private Limited & M/s. East Coast Powers Limited (Transferor Companies) have merged into the Company (Transferee Company) pursuant to the Scheme of Amalgamation sanctioned by the Honble National Company LawTribunal, Kolkata Bench vide its Order dated 25th April, 2024. As on date of this report, the Company do not have any subsidiary.

CAPITAL / FINANCE

As on 31 st March, 2024, the issued, subscribed and paid up share capital of your Company stood at ? 29,32,64,570/-, comprising of 2,93,26,457 Equity shares of ?10/- each.

Details required pursuant to Section 134(3) of Companies Act, 2013

a) Web-link of Annual Return

The Annual Return of the Company as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.jayshreechemicals.com/anualreturn.html.

b) Details of Board Meetings

During the year 2023-24,4 (Four) Board Meetings were held, details of which are given below:

Date of the Meeting	No. of Directors, who attended the Meeting
15/05/2023	5
07/08/2023	5
08/11/2023	5
02/02/2024	6

A detailed note on the Board and its Committees is provided under Corporate Governance Report Section.

c) Directors Responsibility Statement

Pursuant to the requirements of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your

Directors confirm that:

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

ii. the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

iii. the Directors had taken proper and sufficient care for 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 Directors had prepared the annual accounts on a going concern basis;

v. the Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. 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.

d) Declaration by Independent Directors

In the opinion of the Board and as confirmed by Independent Directors, they fulfil the conditions specified in

Section 149(6) of the Companies Act, 2013 and the Rules made thereunder about their status as Independent

Directors of the Company.

e) The Nomination and Remuneration Policy of the Company

1. The Nomination and Remuneration Policy of the Company is based on the provisions contained in the Companies Act, 2013, the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Remuneration of Directors, Key Managerial Personnel and other employees is based on the recommendation of the Nomination and Remuneration Committeeon the basis of experience and exposure in the prescribed fields.

The said Nomination and Remuneration policy is available on the website of the Company at www.jayshreechemicals.com/JCL_Nomination_Remuneration_Policy.pdf.

f) Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made:-

i) by the Auditors in their report:	No qualification or reservation has been observed by the Auditors in their Report.
ii) by the Company Secretary in Practice in his Secretarial Audit Report:	No qualification or reservation has been observed by the Secretarial Auditor in his Report.

g) Particulars of loans, guarantees or investments under Section 186

Particulars of such loans and investments are duly disclosed in the Accounts. No guarantee was given by the Company.

h) Particulars of contracts or arrangements with related parties referred to in Sub-section (1) of Section

188.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is annexed herewith [in Form AOC-2] as Annexure-1.

i) Satisfaction and modification of Charges

The Company has satisfied all the charges on the assets of the Company. However, despite the Company having paid the entire amount of ?3,88,500/-to the Charge Holder in respectof a Charge and obtaining the"No Objection Certificate"from the Charge Holder, still a charge of ? 3,88,500/- is being shown on the MCA site. A request letter has already been sent to the Charge Holder in this regard and the same is under process.

j) Transfer to Reserves

During the year under review, no amount was transferred to Reserves. However, net loss of f 350.36 Lakh is carried to the Balance Sheet.

k) Recommendation of Dividend

The Board has not recommended any dividend for the financial year ended 31st March, 2024.

l) Material changes and commitments, affecting the financial position of the Company

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

m) Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

During the year, the Company had no manufacturing activity and as such details of conservation of energy and technology absorption are not given.

During the year, there was no foreign exchange earnings or outgo.

n) Development and implementation of risk management policy

As per the requirements of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

The Risk Management Policy of the Company identifies, evaluates and mitigates the operational, strategic and external environment risks. For the same a Committee which has overall responsibility for monitoring and approving the risk policies and associated practices of the Company has been formed and it reviews the risks associated with the Company periodically.

o) Policy of the Company on Corporate Social Responsibility

Pursuant to Section 135(1) of the Companies Act, 2013 as and when your Company fulfills the criteria specified in Section 135(1) of the Companies Act, 2013, it will approve the CSR Budget. As no CSR activity has been carried no Report on CSR Activities/ Initiatives is enclosed along with this Report.

p) Formal annual evaluation by the Board of its own performance and that of its committees and individual directors

Complied with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Ratio of Directors Remuneration to Median Employees Remuneration & other as per Rule 5(1) to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Ratio of remuneration of Shri Rajesh Kumar Singhi, Executive Director & CFO to the median remuneration of the employees: 2.85:1

None of the other Directors received any remuneration other than the sitting fees for attending meetings of the Board or any Committee of the Board.

(ii) The percentage increase (decrease) in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Percentage increase (decrease) in remuneration of Shri Rajesh Kumar Singhi, Executive Director & CFO :

3.30%

Percentage increase (decrease) in remuneration of Shri Akash Ghuwalewala, Company Secretary: 2.85%

(iii) The percentage increase (decrease) in the median remuneration of employees in the financial year:

During the F.Y. 2023-24, the percentage increase (decrease) in the median remuneration of employees was 22.02%.

(iv) The number of permanent employees on the rolls of Company:

8 permanent employees were on the rolls of the Company at the close of the financial year.

(v) The explanation on the relationship between average increase in remuneration and company Performance: In view of the Companys performance, only minimum increases were given to its employees.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Total remuneration paid to the Key Managerial Personnel of the Company during the year: ? 30,1 1,325/-

(vii) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer.

Market Capitalisation as on 31/03/2024	Rs. 9.12 * 29326457	= ? 267,457,288
Market Capitalisation as on 31/03/2023	Rs. 5.47 * 29326457	= ? 16,04,15,720
Price Earning ratio as on 31/03/2024 :	9.12/(1.19)	= - 7.66
Price Earning ratio as on 31/03/2023 :	5.47/ (0.07)	= -78.14

% increase or decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer = f (15-9.12)/15 * 100 = 39.20% (decrease)

(viii) Average percentile increase already made in the salaries of employees other than the Managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

In view of the Companys performance, only minimum increases were given to its employees.

(ix) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company;

In view of the present working, only minimum increase was given to the Key Managerial Personnels of the Company.

(x) The key parameters for any variable component of remuneration availed by the directors:

The remuneration availed by the directors during the year did not consist of any variable component.

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

No employee received remuneration in excess of the remuneration paid to the Executive Director & CFO during the year.

(xii) Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company follows its remuneration policy in fixing the remuneration of its employees or directors. 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. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights, sweat equity shares or ESOP.

3. The Executive Director of the Company do not receive any remuneration or commission from the Companys subsidiary.

4. The Arbitral Tribunal at Cuttack Odisha vide its Order dated 12th April, 2024 has directed the Company to pay reimbursement of cost of ? 2.11 Crore with interest @9% per annum w.e.f. date of filing of claim petition till the date of actual payment along with ? 28.7 Crore towards remediation costs and rembursement of arbitration costs of ?25 Lakh. The Company is exploring all possible legal options for challenging the said order. Apart from the said order, no other material orders were passed by the Regulators, Courts and Tribunals against the Company.

5. Fraud reporting by the Auditors.

6. Maintenance of Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

7. No instance of One Time Settlement of loans availed from Banks/Financial Institutions.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, M/s. Bangur Exim Private Limited (now merged into the Company), had initiated Insolvency Proceedings against its defaulting debtor namely M/s. Plumbers Choice Plastics Private Limited vide Company Petition - C. P. (IBCJ-04-KOB-2024 for recovery of dues which remains pending as on 31 st March, 2024.

INTERNAL FINANCIAL CONTROLS

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. All transactions are authorised, recorded and reported correctly. Internal Audits and checks are carried out regularly.

VIGIL MECHANISM

Pursuant to the requirements of the Section 177 (9) of the Companies Act 2013, the Company has established Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations about a personal situation.

STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the Annual General Meeting held on 22nd September, 2022, M/s. AMK & Associates, Chartered Accountants having Firm Registration No. 327817E, were appointed as Statutory Auditors for the Companys financial years 20222023 to 2026-2027.

SECRETARIAL AUDIT

In terms of Section 204 of the Act and the Rules made there under, Shri Arun Kumar Jaiswal, Practicing Company Secretary was appointed as Secretarial Auditor of the Company. The Report of the Secretarial Auditor is enclosed as Annexure 2 to this Report. The Report is self-explanatory and do not call for any further comments.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Virendraa Bangur, holding DIN 00237043, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.

Shri Krishna Kumar Kothari, holding DIN 00233174, Independent Director of the Company was re-appointed for a second term of 5 (Five) years w.e.f. 21 st May, 2023.

Shri Rajesh Kumar Singhi, holding DIN 01210804, Wholetime Director designated as Director (Commercial) of the Company was re-appointed for a further period of three years w.e.f. 11 th February, 2024.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

All unclaimed dividends and all shares relating thereto have already been transferred to the Investor Education and Protection Fund established by the Central Government in the Year 2018-19.

FIXED DEPOSITS

Your Company has not accepted any deposit from public in terms of Section 73 of the Companies Act, 2013. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis comprising an overview of the financial results, operations / performance and future prospects of the Company is annexed and forms part of this Report.

HUMAN RESOURCES

Your Company treats its human resources as one of its most important assets.

PARTICULARS OF EMPLOYEES

The Company had no employee drawing remuneration specified under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review. Accordingly, the particulars required under the above Rule have not been given.

CORPORATE GOVERNANCE

As per the Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance practices followed by the Company together with a Certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Regd. Office:

31, Chowringhee Road

Kolkata -700 016

Date: 16th May, 2024

 

Virendraa Bangur	Rajesh Kumar Singhi
(Director)	Executive Director & CFO
(DIN: 00237043)	(DIN: 01210804)