Jupiter Industries & Leasing Ltd

TO THE MEMBERS

To,

The Members

Your directors have pleasure in presenting the 40th Annual Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for the year ended 31st March 2024.

FINANCIAL RESULTS

The financial highlights of the current year in comparison to the previous year are as under.

A) STANDALONE:

REVIEW OF OPERATION

The total loss of your Company for the year under review is Rs. 8.19 lakhs as compared to Rs. 6.90 lakhs for the previous year ended 31st March 2023.

There is no business activity carried out by the company. The management does not foresee any prospect of carrying out any business in the near future till the financial position of the company improves.

DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend any dividend for the year. TRANSFER TO RESERVES

In view of the accumulated losses, the Company has not transferred any amount to general reserve.

DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014,

The details of money accepted and received from the directors or the relatives of directors of the company have been disclosed in the financial statements.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules,2014, the Annual Return as on 31st March 2024 is available on the Company's website at: www.iupiterind.co.in

THE DISCLOSURE OF REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES

As the Company has only one employee and no material liability for employee benefits is expected, liability for the same is not ascertained.

DIRECTOR'S AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTMENT OR RESIGNATION

At present, the Board of your company consist of 6 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The present composition of the Board consists of 2 Independent Directors, 1 Non-Executive Director, 2 Executive Directors and Managing Director,

The Company is maintaining optimum combination of Executive, Non-Executive Directors and Independent Directors.

The Composition of the Board of Directors of the Company as on 31st March 2024 is as follows:

A. Appointment and Re-appointment of Additional Director:

On 29th May 2024, Miss Vinika N. Chouriya (DIN: 10646687) was appointed as an Additional Director on the Board of the Company. Her tenure as Additional Director will continue till the date of the upcoming Annual General Meeting (AGM) of the Company, The Board is of the opinion that the appointment of Miss Vinika N. Chouriya as a Director is both desirable and beneficial to the Company. Therefore, the Board recommends her appointment for approval by the shareholders at the forthcoming Annual General Meeting. Consequently, her appointment is due for regularization at the ensuing AGM.

The profile along with other details of Ms. Vinika N. Chouriya are provided in the annexure to the Notice.

B. Re-Appointment of Executive Director due to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Jiten S. Patel (DIN: 08372558), Director of the Company, retires by rotation at the ensuing AGM and being eligible, seeks re-appointment. A resolution seeking the re-appointment of Mr. Jiten S. Patel, forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on Monday, 30th September 2024.

The profile along with other details of Mr. Jiten S. Patel are provided in the annexure to the Notice of the Annual General Meeting.

C. Resignation

During the year under review, Smt. Priya M. Patel (DIN: 08378080) has resigned from the Board as Independent Director with effect from 09th February 2024, The Board places on record its appreciation for the valuable contribution made by her during her tenure as an Independent Director of the Company.

CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review Mr. Rohit Raghunath Jadhav Company Secretary has resigned as the Company Secretary & Compliance Officer of the Company with effect from 21st November, 2023 and subsequently Miss. Vinika N. Chouriya Company Secretary has been appointed as the Company Secretary & Compliance Officer of the Company with effect from 5th December 2023 to fulfil the requirement of Section 203 of the Companies Act, 2013.

The following have been designated as the Key Managerial Personnel of the Company pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Key Managerial Personnel as on 31^s1 March 2024:

NUMBER OF MEETINGS OF THE BOARD

7 meetings of the Board of Directors were held during the year 2023-24. The dates of the meeting are as follows:

DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

As on 31st March 2024, Mr. Prakash P, Kanungo and Mr. Sanket H. Shedge are Independent Directors on the Board. The Board hereby confirms that, all the Independent Directors of your Company have given a declaration that they meet the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013, and Regulation 16(1 ){b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Independent Directors confirmed that the respective Independent Director is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In pursuance of Regulation 25(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of directors took on record of the declarations and confirmations submitted by the independent directors under Regulation 25(8) after undertaking due assessment of the veracity of the same.

DIRECTOR'S REMUNERATION

Since the company has no business activity and huge accumulated losses, the company is not in a position to give any remuneration to the Managing Director and/or its Directors.

COMPANY SECERETARY'S REMUNERATION

Pursuant to Section 203 of the Companies Act, 2013, Mr. Rohit R. Jadhav, (ACS No. A68132 was the full time Company Secretary & Compliance Officer of the Company at a remuneration of Rs. 2.40 lakhs p.a. The Company has accepted his resignation w.e.f. 21st November 2023.

Thereafter Miss Vinika N. Chouriya, (ACS No. A71419), has been appointed as the Company Secretary & Compliance Officer of the Company on 5th December 2023. Pursuant to Section 203 of the Companies Act, 2013, Mr. Rohit R. Jadhav is a full time Company Secretary & Compliance Officer of the Company at a remuneration of Rs, 2,40 lakhs p.a.

CHIEF FINANCIAL OFFICER'S REMUNERATION

Pursuant to Section 203 of the Companies Act, 2013, Mrs. Rasika R. Wadkar, has been appointed as the Chief Financial Officer (CFO) of the Company on 15th May 2023.

Since the Company does not have any significant business activities, hence the volume and scope of work for the Chief Financial Officer is less and it is not a full-time work and the job of the Chief Financial Officer is not attractive commensurate with the scope of work and salary. Thus, no salary is paid to the Chief Financial Officer.

COMMITTEES OF THE BOARD

Pursuant to the requirement under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted Committees of the Board i.e., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013. Apart from that all the matters provided in Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Audit committee review reports of the Internal Auditor, meet Statutory Auditors as and when required and discusses their findings, suggestions, observations, and other related matters and reviews major accounting policies followed by the Company.

The Audit Committee is duly constituted, during the Financial Year ended 31^st March 2024, 4 (Four) Meetings of the Audit Committee were held on 25th May 2023, 8th August 2023, 7th November 2023 and 9th February 2024.

The Composition of the Audit Committee as on 31^st March 2024 is as under:

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Regulation 19(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013.

Apart from that all the matters provided in Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee identifies (a) criteria for determining qualifications, positive attributes, independence of a director, etc. and (b) guiding principles for payment of remuneration to Directors, Key Managerial Personnel and other employees.

The Nomination and Remuneration Committee is duly constituted, during the Financial Year ended 31^s' March 2024, 3 (Three) Meetings of the Nomination and Remuneration Committee were held on 25th May 2023, 08th August 2023 and 9th February 2024.

The Composition of the Nomination and Remuneration Committee as on 31^s1 March 2024 is as under:

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The scope of the Shareholders relationship Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend, etc, and other related activities. In addition, the Committee also investigates matters which can facilitate better investor's services and relations. The Stakeholders' Relationship Committee is duly constituted, during the Financial Year ended on 31 st March 2024. Meetings of the Stakeholders' Relationship Committee was held on 07th November 2023.

The Composition of the Shareholders Relationship Committee as on 31st March 2024 is as under:

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

The company has placed a system of internal financial controls with reference to the financial statements. In our view, these interna! financial controls are adequate and are operating effectively.

AUDITORS

At the AGM held on 30th September, 2023, IWs. N N K & Co, Chartered Accountants (Firm Registration No. 143291W) were appointed as Statutory Auditors of the Company for a period of five years.

AUDITORS' REPORT

The Auditors in their Report to the members, having given a qualified opinion and the response of your Directors with respect to it is as follows:

The Company being in the business of Leasing & Hire Purchase incurred heavy losses during 1995 to 1997 as the borrowers defaulted in their payments to the Company. Further the entire financial services industry faced similar crises during the said period. The Company unfortunately could not revive thereafter due to non-funding by the banks and paucity of its own funds.

The interest of Rs. 14,364.81 lakhs has been computed from 1997 at an exorbitant rate of interest of 18% p.a. compounded quarterly. The principal amount of the loan being only about Rs. 70 lakhs.

COST RECORDS AND COST AUDIT

The provisions relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company for the financial year 2023-24. Also, as per rule 4 of the Companies (Cost Records and Audit) Rules. 2014, cost audit is not applicable to your company. Accordingly, the cost auditor is not appointed for the fnancial year 2023-24.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed D R J & Associates, Chartered Accountants (Firm registration Number 155082W) as the Internal Auditors to conduct the Internal Audit of the Company for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mr. Hemant Gupta, Practicing Company Secretary (Membership No.: F12032; COP No.: 17869), to undertake the Secretarial Audit of the Company for the financial year 2023-24. A Secretarial Audit Report given by the Secretarial Auditors is annexed with this Report as ANNEXURE - I.

EXPLANATION OR COMMENTS TO QUALIFICATION, RESERVATION, ADVERSE REMARK OR DISCLAIMER MADE, IF ANY, IN THE STATUTORY AUDITORS' REPORT AND THE SECRETARIAL AUDIT REPORT.

The Statutory Auditors' Report and the Secretarial Audit Report to the members, for the year ended 31st March 2024, does not contain any qualification, reservation, adverse remark or disclaimer which require explanations or comments by the Board. However, the reply of the Board to the ‘emphasis of matter' reported in the Statutory Auditors' Reports is given in the ‘Auditors Report' clause above.

During the year, there were no instances of frauds reported by the auditors under section 143(12) of the Companies Act, 2013 to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company as the Net worth of the Company is less than rupees Five Hundred Crores, Turnover is less than rupees One Thousand Crore and Net Profit is less than rupees Five Crores.

CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, report on Corporate Governance shall not apply on listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year hence, the report on Corporate Governance is not applicable to the company.

SHARE CAPITAL

At the beginning of the year, your company has a paid-up capital of Rs. 1.00 crore during the year under review. WHISTLEBLOWER POLICY

In pursuance of provisions of the Companies Act, 2013, and the Listing Regulations the Company has formulated Whistle Blower Policy (Vigil Mechanism) with a view to providing a mechanism for (i) directors and employees of the Company to freely communicate/report genuine concerns and/or grievances about illegal or unethical practices, unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, and

(ii) the stakeholders of the company to freely communicate their concerns about illegal or unethical practices, and to approach the Whistle Officer/Chairman of the Audit Committee of the Company to, inter-alia, report the same to the management. This Policy is an extension of the Company's Code of Conduct.

The Audit Committee oversees the vigil mechanism through the committee. This Policy inter-alia provides direct access to the Chairman of the Audit Committee.

The Whistle Officer/Chairman of the Audit Committee shall submit a report to the Audit Committee on a regular basis about all the complaints referred to him since the last report together with the results of investigations, if any.

DEMATERIALISATION OF SHARES

Out of the total shares, 35.59% shares are held in physical form. Shareholders holding shares in physical form are once again advised to dematerialize their shares to avoid the risk associated with the physical holding of share certificates and for facilitating easy liquidity for shares.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE {PREVENTION,, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a protective environment at the workplace for all its women employees. Also, in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, the Company has complied with the constitution of Internal Complaints Committee to which employees can write their complaints and adopted a Policy on Prevention of Sexual Harassment of Women at Workplace.

During the year ended 31st March 2024 there were no incidents of sexual harassment reported in the Company i.e., Complaints pending at the beginning of the year: NIL, Complaints received during the year: NIL, Disposed of during the year: NIL, Pending at the end of the year: NIL.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of the Companies Act, 2013, your directors, hereby confirm that:

(a) In the preparation of the annual accounts for the financial year ended 31st March 2024, 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 as on 31st March 2024 and of the loss of the company for the financial year ended 31st March 2024;

(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;

(e) The Directors, had laid down internal financial controls to be followed by the company and that such infernal financial controls are adequate and were operating effectively; and

(f) 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.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

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

There are no significant and/or materia! orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in the future.

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

No loans, guarantees or investments under section 186 of the Act, has been made by the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

During the year, there are no contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Act, have been entered by the company.

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

In terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars of conservation of energy, technology absorption, foreign exchange earnings, and outgo, are provided below:

CONSERVATION OF ENERGY

With respect to conservation of energy pursuant to rule 8(3) A of the Companies (Accounts) Rules 2014 -

TECHNOLOGY ABSORPTION

Wth respect to technology absorption pursuant to Rule 8(3) B of the Companies (Accounts) Rules, 2014 are not given as the Company has not spent any amount towards technology absorption.

FOREIGN EXCHANGE EARNING AND OUTGO

Information pursuant to Rule 8(3)C of the Companies (Accounts) Rules.

The Company has incurred following Foreign Exchange Expenditure or has earned following Foreign Exchange Earnings during the year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The evaluation of Board, Committee(s) and individual Directors was carried out based on a structured questionnaire encompassing parameters such as performing statutory duties, level of engagement and contribution, independence of judgment, etc.

MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in every financial year without the presence of non- independent directors and members of the management.

The independent director in their meeting (a) review the performance of non-independent directors and the Board as a whole, (b) review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors, and (c) assess the quality, quantity, and timeliness of the flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

A meeting of the Independent Directors was held on 07th November 2023 and all independent directors attended the meeting.

AC KN OWLED G E M E NTS

Your directors place on records their sincere appreciation to the Shareholders, Investors, Financial Institutions, Banks, Suppliers, Government, and Semi-Government agencies for their continued assistance and co-operation extended to the Company and wishes to place on record their appreciation of employees for their hard work, dedication, and commitment.