Jai Corp Ltd

Your Directors are pleased to present the Thirty-eighth Annual Report and the audited accounts for the year ended 31^st March, 2023.

FINANCIAL SUMMARY:

(Rs In Lakh)

THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year or subsequently.

SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31^st March, 2023 remains unchanged at 1784.49 lakh. The Company has not issued shares with differential voting rights, granted stock options sweat equity shares and none of the Directors of the Company hold any such share or convertible instrument issued by the Company.

RESULT OF OPERATIONS AND THE STATE OF THE COMPANY'S AFFAIRS:

During the year under review, the gross turnover of the Company's Steel Division was 24.92 crore as compared to the previous year's gross turnover of 71.45 crore. The Division reported a profit/(loss) of (3.19) crore during the year under review as against a profit of (0.46) crore of the previous year. The Plastic Processing Division of the Company achieved a gross turnover of 565.35 crore as compared to previous year's gross turnover of 644.69 crore. The Division reported a profit of 72.61 crore during the year under review as against a profit of 75.55 crore of the previous year. The Spinning Division of the Company achieved a gross turnover of 0.24 crore as compared to the previous year's gross turnover of 0.69 crore. The Division reported a profit of (0.03) crore during the year under review as against a profit of 1.31 crore of the previous year.

During the year under review, the production of Plastic Processing Division decreased to 39,743 MT during 2022-23 from 42,501 MT during 2021-22.

The third-party production (job work) of GP/GC coils and sheets increased to 1962.91 MT during 2022-23 from NIL during 2021-22. The production of GP/GC coils and sheets decreased to 1,030.01 MT during FY 2022-23 from 8,512.72 MT during FY 2021-22. CR coils and sheets were not produced due to lack of demand.

AMOUNTPROPOSED TOBECARRIEDTOGENERAL RESERVE AND AMOUNT RECOMMENDED TO BE PAID BY WAY OF DIVIDEND:

Your Directors have decided not to transfer any amount to the General Reserve. Your Directors have also recommended a dividend of 0.50/- (50 per cent) per equity share on 17,84,49,410 equity shares of face value 1/- each for the financial year ended 31^st March, 2023. This will amount to 8,92,24,705/- and, if approved at the ensuing 38^th Annual General Meeting, will be paid to members whose names appear on the Register of Members of the Company at close of business on 4^th September, 2023. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. No dividend was recommended on 44,600 shares forfeited and not re-issued.

Pursuant to the requirements of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Company has formulated a dividend distribution policy and disclosed it on the website. The Uniform Resource Locator ("URL") for this Policy is: http://www.jaicorpindia.com/pdf/Dividend-Distribution-Policy.pdf.

During the year under review, there is no change in the paid-up equity share capital of the Company. The Company has neither issued shares with differential voting rights, nor granted stock options, nor sweat equity and none of the Directors of the Company hold any convertible instruments.The Company proposes to transfer Nil amount to the Reserves.

EXTRACT OF ANNUAL RETURN:

Annual Return referred to in sub-section (3) of section 92 of the Companies Act, 2013 ("the Act") can be viewed in the Company's website. The Uniform Resource Locator ("URL") for the Annual Return is : http://www.jaicorpindia.com/ investor/annualreports.html.

NUMBER OF MEETINGS OF THE BOARD:

Six meetings of the Board of Directors and one meeting of the Independent Directors of the Company were held during the financial year 2023-24. Further details in this regard are furnished in the Corporate Governance Report given elsewhere in this Annual Report.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Virendra Jain (DIN: 00077662) retires by rotation and being eligible has offered himself for reappointment at the ensuing Annual General Meeting. The Board on recommendation of the Nomination and Remuneration Committee recommends the reappointment of Mr. Virendra Jain (DIN: 00077662). Subsequent to the end of the year, the term of the Managing Director and Chief Executive Officer, Mr. Gaurav Jain (DIN: 00077770) ended on 03-06-2023. Approval of the members was obtained at the 37^th Annual General Meeting for his re-appointment with effect from 04-06-2023 for a period of 5 years.

The present tenure of Mr. Dinesh D. Paliwal (DIN: 00524064) as Director- Works will end on 31^st March, 2024. The Board, on the recommendation of the Nomination and Remuneration Committee has reappointed Mr. Dinesh D. Paliwal (DIN: 00524064) as the Whole-time Director with the designation of Director- Works for a period of 3 (three) years with effect from 1^st April, 2024, subject to approval of the members at the ensuing Annual General Meeting. Brief resume of all Directors including those proposed to be appointed/ re-appointed/continue with appointment, nature of their expertise in specific functional areas and names of public limited companies in which they hold directorship, memberships/chairmanships of Board Committees, are provided elsewhere in the Annual Report. The Directors who are being appointed/ reappointed have intimated to the Company that they are eligible for appointment/ re-appointment. Mr. P.K. Jaiswal tendered his resignation as the Chief Financial Officer with effect from 31^st October, 2022. The Board on the on the recommendation of the Nomination and Remuneration Committee has appointed Mr. Deepak Ojha, as the Chief Financial Officer from 1^st November,2022.

DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the Act, it is hereby stated that: (a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departure(s) from the same.

(b) appropriate accounting policies have been selected and applied consistently and the Directors have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year at 31^st March, 2023 and of the profit including total comprehensive income of the Company for that period.

(c) proper and sufficient care has been taken 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.

(d) the annual accounts for the financial year ended 31^st March, 2023 have been prepared on a ‘going concern' basis.

(e) internal financial controls have been laid down to be followed by the Company. The internal financial controls are adequate and are operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have given their respective declarations under Sections 149(6) and 150(3) of the Act and under Regulation 25 of the Listing Regulations.

SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards have been duly followed by the Company.

COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178 OF THE ACT:

(a) Qualifications of directors:

(i) A candidate for executive directorship should possess administrative skills and functional experience or knowledge of the division or department entrusted to such director. The candidate should have strong attributes of a leader and inter-personal skills to deal with the Board, colleagues, peers and subordinates.

(ii) A non-executive director and an independent director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company's business.

(b) Process of selection to the Board/ extending invitation to a potential candidate:

One of the roles of the Nomination and Remuneration Committee ("N&RC") is to periodically identify competency gaps in the Board, evaluate potential candidates as per the criteria stated above, ascertain their availability and make suitable recommendation to the Board.

In selecting a suitable candidate as an independent director the N&RC will also look into the data bank that is proposed to be set up pursuant to the provisions of Section 150 of the Companies Act, 2013 and the Rules made thereunder.

The N&RC shall also identify suitable candidates in the event of resignation, retirement or demise of an existing Board member. Based on the recommendation of the N&RC, the Board through its Chairman/ N&RC will then invite the prospective person to join the Board as a director.

In case the shareholders recommend any person as a director pursuant to the provisions of Section 151 of the Act and the Rules made thereunder, the N&RC shall consider that candidate and make suitable recommendation to the Board. The procedure pertaining to appointment of small shareholders' director laid down in Rule 7 of the Companies (Appointment and Qualification of Directors) Rules, 2014 will have to be adhered to.

(c) Orientation and Induction:

A new director will be given a formal induction and orientation with respect to the Company's vision, core values, business operations, corporate governance norms, financials etc. The Board will carry out a continuous education of its members.

In respect of independent directors, as required under Regulation 25(7) of SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), the Company will familiarize them about the organization, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc.

(d) Remuneration to Directors:

The N&RC is, inter alia, required to oversee remuneration payable to directors.

The executive directors including managing directors are paid remuneration by way of salary, perquisites, contribution to provident fund, superannuation fund, gratuity, encashment of leave etc. as per the terms of agreement entered into with them and approved by the shareholders pursuant to the requirements of the Act.

Non-executive directors are paid a sitting fee for attending each Board and/or Committee meetings except for those committees where no sitting fee is payable to attend the meetings. Such fee shall be fixed by the Board of Directors on receiving recommendation in that respect from the N&RC. Shareholder's approval will be taken where the same is mandated by the provisions of the Act and/ or the Listing Regulations.

No commission is presently payable to the directors and the Company has presently not granted any stock option to its directors. The independent directors are not entitled to stock options as mandated by law.

(e) Re-imbursement of expenses of non-executive directors:

The Company recognizes that non-executive directors, particularly non-executive promoter directors, also play a vital role in the business of the Company. The non-executive promoter directors contribute their time, energy, and expertise in helping the Company garner business and run its operations successfully, thereby ultimately resulting in value addition to the Company.

It is fair that the expenses incurred by directors exclusively for the purposes of the Company be borne by the Company or be reimbursed to them. Payment may be made on their behalf either by the Company or be paid by them directly. Where the concerned director seeks to claim reimbursement, he/she is required to submit a claim along with relevant particulars in supporting of the expenses incurred.

The Nomination & Remuneration Policy for Directors, KMPs & Senior Management is available at the website of the Company. The Uniform Resource Locator ("URL") for this Policy is: www.jaicorpindia.com/pdf/nomination_ remuneration.pdf

AUDITORS AND AUDITORS' REPORTS:

Pursuant to the provisions of the Act, the term of D T S & Associates LLP, Chartered Accountants ( Registration No. 142412W/100595 issued by the Institute of Chartered Accountants of India), who were appointed as the Auditor at the 32^nd Annual General Meeting held on 12-09-2017, expired at the conclusion of the 37^th Annual General Meeting.

Approval of the members was obtained to appoint Chaturvedi & Shah LLP, Chartered Accountants (Registration No. 101720W/W100355 issued by the Institute of Chartered Accountants of India) from the conclusion of the 37^th Annual General Meeting till the conclusion of the sixth annual general meeting thereafter.

The Central Government approved the appointment of Tadhani & Co., Cost Accountants as the cost auditor for the financial year 2022-23. The Board has appointed Tadhani & Co. as the Cost Auditor for the financial year 2023-24. The remuneration payable to Tadhani & Co. is subject to approval of the members at the ensuing 38^th Annual General Meeting.

The Board has continued with the appointment of Kakaria and Associates LLP, Chartered Accountants as the Internal Auditor for the financial year 2023-24 under Section 138 of the Companies Act, 2013. They carried out the internal audit as per the scope approved by the Audit Committee for the year 2022-23.

Mr. Shridhar V. Phadke of SVP & Associates, Company Secretary in Whole time Practice was appointed as the Secretarial Auditor under Section 204 of the Act. The Secretarial Audit Report issued pursuant to the provisions of Section 204 of the of the Act and the Secretarial Compliance Report issued pursuant to the provisions of Regulation 24A of the Listing Regulations are given in Annexure- 1.

There is no qualification, reservation or adverse comment in the Standalone Auditors' Report and the Secretarial Audit and Compliance Reports.

The Auditor has expressed a qualified opinion in the Consolidated Auditors' Report and pursuant to the provisions of Regulation 34(2) of the Listing Regulation. Statement on Impact of Audit Qualifications is given in

Annexure- 2.

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

Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013 are given in

Annexure- 3.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION (1) OF SECTION 188 OF THE ACT:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act are given in Form AOC-2 in Annexure- 4.

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

In terms of Section 134(3)(l) of the Companies Act, 2013, there are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of this Report.

A) CONSERVATION OF ENERGY:

i) the Steps taken or impact on conservation of energy: The Company has taken various steps for minimization of energy consumption by putting continuous efforts towards optimization of operating and processing activities, up-gradation of plant equipment etc.

ii) the steps taken by the company for utilizing alternate sources of energy: Nil

iii) the capital investment on energy conservation equipment: Nil

B) TECHNOLOGY ABSORPTION:

i) the efforts made in technology absorption:

At the plants, technology has been fully absorbed and the plants are being operated efficiently.

ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

The Company is producing quality products and is constantly making efforts to reduce cost and develop products so that it leads to import substitution.

iii) In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year):

iv) the expenditure incurred on Research and Development: Nil

C) Foreign exchange earnings and outgo:

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actual outflows.

(Rs In Lakh)

STATEMENT INDICATING DEVELOPMENT AND MP I LEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

The Risk Management Committee took note of the implementation of steps to identify, manage and mitigate the risks affecting the Company as per the Risk Management Policy.

The Audit Committee and the Board are also apprised of the risks and the measures taken by the Company to mitigate the same.

The Company has adequate insurance cover for the normal business risks.

THE DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTATION BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:

Details about the policy developed and implementation by the Company on Corporate Social Responsibility (CSR) initiatives taken during the year is given in

Annexure- 5

The CSR Policy is available at the website of the Company. The URL for this Policy is: http://www. jaicorpindia.com/pdf/CSRPolicy.pdf

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF PERFORMANCE HAS BEEN MADE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

An annual evaluation was carried out of performance of the Board, its Committees and that of the individual Directors. A structured questionnaire was prepared covering various aspects of the Board's functioning. Inputs received from the Directors were suitably incorporated in the questionnaire. Similar exercise was carried out to evaluate the performance of individual directors and that of the Committees. Performance evaluation of Directors individually was carried out by the Board, with the Director being evaluated staying out. Independent Directors at their separate meeting evaluated the performance of the Board, the non-independent directors and the Chairman. Performance of the Secretarial Department was also included in the evaluation.

The Directors expressed their satisfaction at the performance of all concerned.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review, there is no new subsidiary, joint venture or associate companies. Urban Infrastructure Trustees Limited, a wholly-owned subsidiary company ceased to be a subsidiary with effect from 31^st March, 2023. Approval of the Regional Director, Western Region was received by Jai Corp Welfare Foundation, a wholly-owned company for surrendering the license issued to it under Section 8 of the Companies Act, 2013. The matter is pending with the Registrar of Companies, Maharashtra, Mumbai.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:

Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report is presented in Form AOC-1 given elsewhere in the Annual Report and is not being reproduced here to avoid repetition.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of the Act and in accordance with Ind AS 110 – Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements are provided elsewhere in the Annual Report.

DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT AND DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

Company has not accepted any deposit covered under Chapter V of the Act nor any deposit not in compliance with the requirements of Chapter V of the Act.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

No order has been passed by any Regulator, Court or Tribunal impacting the going concern status and the Company's operations in future.

THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal control with reference to the financial statements. During the year under review, such controls were put to test and were found to be adequate.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OF THE ACT OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

No fraud has been reported by the Auditors to the Audit Committee or to the Board of Directors of the Company.

EMPLOYEE RELATED DISCLOSURES:

Pursuant to the requirements of Section 197(12) of the Act reads with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information sought thereat is given in Annexure- 6.

Neither the Managing Director nor the Director-Works was paid commission from the Company and they did not receive any commission from any subsidiary company.

Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

A. Top ten employees in terms of remuneration drawn:

B. Name of employee employed throughout the financial year ended 31^st March 2023 and was in receipt of remuneration not less than 1,02,00,000/- or more per annum:

C. Name of employee employed for part of the financial year ended 31^st March 2023 and was in receipt of remuneration not less than 8,50,000/- or more per month:

D. Name of employee employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

There is no employee who was in receipt of remuneration in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY, EMPLOYEE STOCK OPTION:

The Company has not issued any shares with differential rights, sweat equity or as employee stock options.

AUDIT COMMITTEE:

The Audit Committee comprises of Independent Directors Mr. Kaushik Deva (Chairman), Ms. Priyanka S. Fadia, and Ms. Amita J. Jasani. Non-executive Director, Mr. Virendra Jain is the other member of the Committee.

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

COST AUDIT:

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act is required by the Company and, accordingly, such accounts and records are made and maintained.

INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no complaints reported to the Board.

INDUSTRIAL RELATIONS:

The relations with the employees remained cordial and satisfactory during the year under review.

TRANSFER OF UNPAID/ UNCLAIMED AMOUNTS TO IEPF: Pursuant to the provisions of Section 124 of Act, the declared dividends which remained unpaid/ unclaimed for a period of 7 years along with all shares in respect of such unpaid or unclaimed dividend were transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013. During the year under review, 7,14,142/- was transferred as unpaid or unclaimed dividend and 30,043 equity share were also transferred.

CORPORATE GOVERNANCE:

The Company is committed to maintain highest standards of corporate governance. Your Directors adhere to the requirements of the Securities and Exchange Board of India's corporate governance practices and has implemented all the mandatory requirements. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the statutory auditors of the Company regarding compliance of the requirements of Regulation 34(3) read with Schedule V to the Listing Regulations is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis Report portion of the Corporate Governance Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V to the Listing Regulations is given in Annexure- 7.

INSOLVENCY AND BANKRUPTCY CODE AND ONE-TIME SETTLEMENT:

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016. There has not been any instance of one-time settlement of the Company with any bank or financial institution.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the year under review, as stipulated under Regulation 34(2)(f) of the Listing Regulations is given in Annexure- 8.

OUTLOOK:

The Company has invested in entities carrying on the businesses pertaining to essential integrated urban infrastructure. These businesses relate to special economic zones, port, real estate etc. The Company also intends to focus on the asset management business carried out through its wholly-owned subsidiary. In addition, the Company is also taking steps to improve the performance and efficiency of its existing manufacturing businesses. As a result of these factors, your Directors are confident that the Company will continue sustaining our strengths.

ACKNOWLEDGEMENT:

Your Directors express their grateful appreciation for the assistance and co-operation received from banks, financial institutions, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.