Jyoti Global Plast Ltd

BOARD REPORT

To

The Members

(Formerly Known as JYOTI POLYCONTAINERS PRIVATE LIMITED)

Your directors have the pleasure of submitting their 21^st Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March 2024.

FINANCIAL RESULTS:

The Company's financial performance for the year under review along with the previous year's figures is given hereunder:

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

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

During the year under review, the Company has incurred a Profit of Rs. 3,67,77,696/- as against the Profit of Rs. 2,30,59,559/- during the previous year.

DIVIDEND:

With a view to conserve resources, your directors have thought it prudent not to recommend any dividend for the financial year under review.

TRANSFER TO RESERVE:

The Company has transferred all its profits and losses to General Reserve.

During the year under review, the Company vide Ordinary Resolution dated 24^th April 2023 increased from Rs. 50,00,000/- divided into 5,00,000 Equity Shares of Rs. 10/- each to Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each.

The Company has neither issued any class or category of shares, Employee Stock Options or Sweat Equity during the year under review. The issued and Paid-up capital of the Company is Rs. 50,00,000/- divided into 5,00,000 Equity Shares of Rs. 10/- each which has remained unchanged during the year under review.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

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

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

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

DEPOSITS:

The Company has neither accepted nor renewed any under the provisions of Section 73 of the Companies Act, 2013 and the rules made thereunder during the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions/contracts/arrangements entered into by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in the ordinary course of business and on an arm's length basis.

Further, few of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence, AOC-2 is disclosed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS, AND OUTGO:

Information pursuant to Section 134(3) of the Companies Act, 2013 read with the Rule 8(3) of Companies (Accounts) Rules 2014.

A. CONSERVATION OF ENERGY

Considering the nature of activities being carried on by the Company, it is not mandatory to report details about measures taken by the Company for conservation of energy and technology absorption. However, the Company is taking various possible steps such as installation of power factor improvement system.

B. TECHNOLOGY ABSORPTION

The Company has not imported any technology and no significant expenditure has been incurred on Research and Development Activities.

C. FOREIGN EXCHANGE EARNING & OUTGO

During the year under consideration, the Foreign Exchange Earnings and Expenditures were as follows:

STATEMENT CONCERNING THE DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision-making.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the year under review the Company, all Loans, Guarantees, and Investment made are as per Section 186 of the Companies Act, 2013 and form part of Notes to the Financial Statements.

COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION, AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to the constitution of the Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to the appointment of Directors, payment of Managerial remuneration, Director's qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN:

The Company does not have any website and hence, the Annual return referred to in Section 92(3) has not been placed on the website.

DISCLOSURES UNDER SECTION 134(3){l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and the date of this report.

BOARD OF DIRECTORS:

The following are the Directors of the Company as on 31^s1 March, 2024:

During the year under review, the composition of the Board of Directors has remained unchanged.

a. Declaration by Directors

Based on the declarations and confirmations received, none of the Directors of the Company are disqualified from being appointed/continuing as Directors in terms of section 164(2) of the Act.

b. Declaration by Independent Directors

The Company is not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

BOARD MEETINGS:

The Board of Directors met 6 times during the financial year ended 31^st March 2024 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the above-board meetings and general meetings.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

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

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

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

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

e) 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.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139, 142 and other applicable provisions if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including the Statutory amendments, re-enactment thereto), the consent of Board was accorded to re-appoint M/s. Gosar & Gosar, Chartered Accountants, (Firm Reg. No.103332W), as Statutory Auditors of the Company for a term of five years from the conclusion of the Annual General Meeting to be held on 30^th September 2024 till the conclusion of the Annual General Meeting to be held for the Financial Year 2028-29, on such remuneration as may be decided by the Board of Directors of the Company.

REPORTING OF FRAUDS BY STATUTORY AUDITORS:

During the year under review, the Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Board of Directors under Section 143(12) of the Act details of which needs to be mentioned in this Report.

SECRETARIAL AUDITORS

The Company is not required to appoint Secretarial Auditors as it does not fall under the purview of the provisions of Section 204 (1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

INTERNAL AUDITORS

The Company is not required to appoint Internal Auditors, as it does not fall under the purview of the provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014.

The Central Government has not specified maintenance of cost records for any services rendered by the Company under section 148(1) of the Act.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company is/was not required to constitute any Committee under the provisions of the Act and other Regulations.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS:

There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to the submission of the Secretarial Audit Report are not applicable to the Company.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM:

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

GENERAL DISCLOSURE

No application has been made nor is any proceeding pending by/against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

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

The Company has not bought back any of its securities during the year under review.

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The Company has not issued any Sweat Equity Shares during the year under review.

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No Bonus Shares were issued during the year under review.

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The Company has not provided any Stock Option Scheme to the employees.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

SEXUAL HARASSMENT POLICY:

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rules thereunder, the Company did not receive any complaint of sexual harassment during the year under review.

PARTICULAR OF EMPLO^vEES:

During the year under review, none of the employee has drawn remuneration above the limit as mentioned in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to employees, bankers, business associates, consultants, and various Government Authorities for their continued support extended to the Company's activities during the year under review.

Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.