Jai Mata Glass Ltd

The financial performance of your Company for the year ended March 31, 2024 is summarized below: (Rs. Lacs)

During the Financial year 2023-24, the total revenue from operations of the Company was at Rs. 45.41 Lacs as against Rs. 31.65 Lacs in previous year 2022-23. Further, Net Profit for the year is Rs. 1.55 Lacs as compared to Rs. 1.18 Lacs in previous year 2022-23. The Earning per Share for the year was Rs. 0.002 as compared to Rs. 0.001 in previous year.

The financial performance of your Company is expected to improve during the financial year 2024-25. The Company continue to make significant progress in building new business & revenue-lines on the back of existing platform capabilities. Your directors are planning to diversify the business of the Company in new segments and areas. These initiatives also enabled the improved performance and, Directors are further hopeful that business environment shall improve in the near future.

During the year under review, the Board does not propose to transfer any amount to reserves.

The Company has earned a profit of Rs. 1.55 Lacs during the financial year 2023-24, however, with a view to conserve resources and to exploring new business opportunities, no dividend is recommended for the period under review.

On April 11, 2024, Chief Financial Officer of the Company, Mr. Lalit Mohan Anand has left us for the heavenly abode. Mr. Anand's sudden and unexpected passing away will be irreparable loss to the family, organisation and also for everyone associated with him.

To fill up the vacancy, Mr. Rajesh Arya, having vast experience of around 40 years in handling financial side of the business has been appointed as Chief Financial Officer (CFO) of the Company w.e.f 6^th May, 2024.

Except mentioned above, there has been no material changes which has affected the financial position of your Company between the end of the financial year and the date of this Report.

There has been no change in the nature of the business of the Company.

The Authorized Share Capital of the Company is Rs. 117,500,000/- (Rupees Eleven Crore Seventy-Five Lakh) divided into 100,000,000 (Ten Crore) equity shares of Rs. 1/- (Rupees One) each and 175,000 (One Lakh seventy five thousand) preference Shares of Rs 100/- (Rupees Hundred) each.

The Paid-up Share Capital of the Company is Rs. 100,000,000/- (Rupees Ten Crore) divided into 100,000,000 (Ten crore) equity shares of Rs. 1/- (Rupees One) each.

Further, there is no change in Authorized Share Capital and Paid-up Share Capital of the Company during the financial year under review.

During the year, no company had become a subsidiary or associate company of your Company. Further, your Company had not entered into any joint venture with any other company or other entity.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note no. 4 and 6 of the audited accounts.

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is presented in a separate section which forms part of the Annual Report as “Annexure A”

10. DEPOSITS:

The Company has not accepted any deposits from the public during the period under review.

11. BOARD OF DIRECTORS:

The Composition of the Board is in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), 2015.

During the year 2023-24, The Board of Director is comprised of the following Directors:

Mrs. Anu Marwah (DIN: 00645865), Director of the Company, retires by rotation at the ensuing annual general meeting and, being eligible, has offered herself for reappointment.

Mr. Parminder Singh Kalsi having, DIN-10152883, has been appointed as Non- Executive Independent Director w.e.f from 18^th May, 2023 duly approved by Shareholders of the Company in the previous Annual General Meeting.

Further, Mr. Vijay Kumar Nayar has resigned from the Directorship of the Company w.e.f 18^th May, 2023.

Mr. Chander Mohan Marwah, subject to shareholder approval, has been reappointed as a Managing Director for a period of 3 years w.e.f 7^th July, 2024.

12. DECLERATION FROM INDEPENDENT DIRECTORS:

Your Company has received necessary declarations from each Independent Director confirming that they meet the criteria of independence as prescribed, both, under the provisions of Section 149(7) of the Companies Act, 2013, and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Pursuant to Schedule IV of the Companies Act, 2013, the Independent Directors of the Company held a meeting during the year for the financial year 2023-24 on 27^th March, 2024. The said meeting was attended by the Independent Directors of your Company.

13. MEETINGS:

A calendar of Meetings of the Board of Directors of your Company is prepared and circulated in advance to the Directors.

During the year under report, 5 (Five) Board Meetings and 5 (Five) Audit Committee Meetings, Two (2) Nomination and Remuneration Committee Meetings, Four (4) Stakeholders Relationship Committee Meetings and 1(one) Independent Directors' Meeting were convened. The details of the meetings are Provided in the Corporate Governance Report which forms part of the Annual Report.

The intervening gap between two Board Meetings was within the period prescribed under the Companies Act, 2013.

14. COMMITTEES:

The various Committees, as required by the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been constituted/ reconstituted amongst members of the Board. The composition of the various committees as on 31.03.2024 is as under:

15. KEY MANAGERIAL PERSONNEL (KMPs):

Pursuant to section 203 of the Companies Act, 2013, Key Managerial Personnel (KMPs) are to be mandatorily appointed by every company belonging to such class or classes of companies as may be prescribed in the section. Following are the persons holding office as whole time key managerial personnel of your Company as at March 31, 2024:

a. CEO/ Managing Director/Manager: Mr. Chander Mohan Marwah is appointed as Managing Director of the Company w.e.f 7 July, 1995.

b. Chief Finance Officer (CFO): Mr. Lalit Mohan Anand as CFO of the Company upto 11.04.2024.

Mr. Rajesh Arya was appointed as CFO w.e.f 06.05.2024.

c. Company Secretary & Compliance Officer: Ms. Amrita Mittal was appointed as Company Secretary & Compliance Officer of the Company in terms of provisions of Section 203 of Companies Act, 2013 w.e.f. 26.10.2019.

16. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS:

The Board in consultation with the Nomination and Remuneration Committee annually evaluates the performance of the Board of Directors (including Committees thereof) as a whole and also of individual Directors, including Independent Directors. As an evaluation methodology, the Board may use any method(s) as it may deem appropriate in order to assess the Board/committees effectiveness and Director's performance. Some of the indicators/criteria based on which the Independent Directors are evaluated are personal qualities and substantial business/ professional experience, status in society, ability and willingness to devote time.

Pursuant to the provisions of the Companies Act 2013, and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, the individual directors as well as evaluation of working of its Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

17. BUSINESS RISK MANAGEMENT:

The Board encompasses practices relating to the identification, analysis, evaluation, mitigation and monitoring of business risk, risk tolerance limits and risk exposure related to specific issues. As the Risk Management is an integral part of the Company's business strategy, the board reviews compliances with the risk policies and provides an oversight of risk across the organization.

The Audit Committee also keeps an oversight in matters of financial risks and controls. The major risks, as may be identified, are systematically addressed through mitigating actions on a continuing basis. In the opinion of the Board there are no risks which may threaten the existence of the Company.

18. REQUIREMENT OF MAINTAINENCE OF COST RECORD:

Your Company is not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

19. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed that: a. In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit earned by the Company during the year ended on that date.

c. The Directors have 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;

d. The Directors have prepared the annual accounts of the Company on a ‘going concern' basis;

e. 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

f. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such system are adequate and operating effectively.

20. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of business. There were no material significant related party transactions which were transacted by your Company with any of the Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interests of your Company.

All Related Party Transactions were placed before the Audit Committee of the Board and have been approved. The Policy on Related Party Transactions, as approved by the Board is available on the website of the Company.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with fraud and mismanagement, if any. The details of Vigil Mechanism/Whistle Blower Policy are explained in the Corporate Governance Report and have also been posted on the website of the Company.

22. AUDIT TRAIL

The Company has used accounting software for maintaining its books of account for the year ended March 31, 2024, which includes a feature of recording audit trail (edit log) facility and the same was enabled during the year.

23. STATUTORY AUDIT:

M/s Khiwani & Co, Chartered Accountants, (Firm Registration No. 002589N), New Delhi, were appointed as Statutory Auditors of the Company for a period of 5 years upto the AGM to be held in 2027, have intimated that they are not willing to hold office after the ensuring 44^th Annual General Meeting of the Company.

Pursuant to discussions with M/s Khiwani Sood & Associates, Chartered Accountants (Firm Registration No. 040433N), who had expressed their willingness to be appointed to the said office and that the appointment, if made, would be within the limits provided under the Companies Act, 2013, it is proposed to appoint them as Statutory Auditor of the Company for a period starting with conclusion of the ensuring 44^th Annual General Meeting of the Company and up-to conclusion of the next Annual General Meeting of the Company. M/s Khiwani Sood & Associates, Chartered Accountants, have confirmed their eligibility for continuing as Auditors for Financial Year 2024-25.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore, do not require any further comments. There is no qualification or adverse remark in the Auditors Report which requires the directors to give any explanation.

24. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Navneet Kumar & Associates (Peer Review No. 3184/2023) Certificate of Practice No: 8700, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial year 23-24. The Secretarial Audit Report for the year under review is attached as “Annexure C”.

Further, the Board in their meeting held on 24.05.2024 has re-appointed M/s. Navneet Kumar & Associates, Practicing Company Secretaries having Peer Review No. 3184/2023 as Secretarial Auditor of the company to conduct the secretarial audit of the company for the financial year 2024-25.

25. INTERNAL AUDITOR

The internal audit of Company is being carried out by Mr. Santosh Kumar Aggarwal, Internal Auditor of the Company and has been re-appointed for the financial year 2024-25 by the Board in their meeting held on 24.05.2024. The Internal Auditor carries out examination and evaluation of the efficacy and adequacy of internal control systems of your Company, its compliance with accounting procedures and policies of your Company and its subsidiaries. The observations of the Internal Auditor in their report are discussed by the management of your Company and corrective action, if any, is taken on immediate basis.

26. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to Regulation 34(3) and para C Clause (10) (i) of Schedule V of the Securities Exchange Board of India (Listing of Obligation and Disclosure Requirements) Regulations, 2015. Mr. Navneet Kumar, Practicing Company Secretary, has certified that none of the Directors on the Board of the Company for the Financial year ended 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other statutory authority.

The aforesaid Certificate is attached as “Annexure B”

27. CORPORATE GOVERNANCE:

Your Company is committed to maintain highest standard of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the prescribed stipulations. The Report on Corporate Governance, as stipulated under Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated under the aforesaid Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report.

28. EXTRACT OF ANNUAL RETURN:

In accordance with the requirements of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013, The Annual Report of your Company for the year 2022-23 is available for viewing on your Company's website at www.jaimataglass.com. The Annual Return and its extract as on 31^st March, 2024 is available on the Company's Website at www.jaimataglass.com after filing of the same.

29. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Due to non-applicability of the provisions relating to conservation of energy and technical absorption, no particulars are required to be disclosed in this Report.

30. INTERNAL CONTROL SYSTEMS:

The Company's internal control systems is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The Company's internal control is commensurate with the size, nature and operations of the Company.

31. SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints system where any grievance of sexual harassment at workplace can be reported. The objective is to provide its women employees, a workplace, free from harassment/discrimination and every employee is treated with dignity and respect.

Your Directors declared and confirm that no complaint pertaining to sexual harassment at workplace has been reported during the financial year ended March 31, 2024.

32. PAYMENT OF ANNUAL LISTING FEE TO BSE:

The Company has paid Annual Listing Fee of Rs. 3,83,500 (Inclusive GST) for the Financial year 2023-24 to BSE Limited in June2023.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULAOTRS, COURTS AND TRIBUNALS

During the year under review, there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

34. COMPLIANCE OF THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards.

35. PARTICULARS OF EMPLOYEES:

There is no employee who was employed throughout the year or who was employed for part of the year and whose particulars are required to be given in terms of section 134 of the Companies Act, 2013, read together with the Companies (Particulars of Employees) Rules 1975.

36. ACKNOWLEDGEMENTS:

The Directors avail this opportunity to express their appreciation for the confidence reposed in them by the shareholders and clients of the Company and look forward to their continued support.