Directors Report of Elitecon International Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 37^th Annual Report together with the Audited Financial Statements of the
Company for the Year ended March 31, 2024.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key highlights of financial results for Elitecon International Limited for the financial year 2023-24 are tabulated below:

(Amount in Rs.)

Particulars	2023-24	2022-23
Revenue from Operations	56,82,35,035	579,639,801
Other Income	8,78,297	3,681,201
Total Income	56,91,13,332	583,321,002
Less: Total Expenses	52,26,21,665	1,365,443,294
Profit Before Tax	4,64,91,667	(782,122,292)
Tax Expenses:
Current Year Tax	-	-
Deferred Tax	(13,09,250)	(311,098)
Net Profit After Tax	4,78,00,917	(781,811,194)

BRIEF DESCRIPTION OF THE COMPANY’S STATE OF AFFAIRS:

During the year under review the Company had earned profit after tax of Rs. 4,78,00,917/- (Four Crores Seventy Eight
Lakhs Nine Hundred Seventeen Only).

GENERAL RESERVE:

The Company has not transferred any amount to the General Reserve for the Financial Yesar 2023-24.

DIVIDEND:

The Board does not recommend any dividend for the Financial Year 2023-24.

SHARE CAPITAL:

During the year, there was no change in the capital structure of the Company. The paid-up equity share capital as on March
31, 2024 was Rs. 1,21,00,000/- (Rupees One Crore Twenty-One Lakhs Only).

a) Buy Back of securities: The Company has not bought back its shares /securities during the year under review.

b) Sweat Equity: No Sweat Equity Shares are issued during the year under review.

c) Bonus Shares: No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.
CHANGES IN THE NATURE OF BUSINESS:

During the Financial Year 2023-24, there had been no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations.
The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency
effectiveness of systems and processes, and assessing the internal control strengths in all areas.

Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, Rajeev
Jain the Proprietor of M/s. Jain & Rajeev Associates (Firm Registration Number: 0275217; Membership Number: 097354)
was appointed as the Internal Auditor of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your
Company.

ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return is available on the website of the Company on the following link: https://eliteconinternational.com/wp-
content/uploads/2024/09/Draft-Form MGT-7 2024.pdf

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant
Rules framed thereunder either to the Company or to the Central Government.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no subsidiary Company, Joint Ventures or Associate Companies during the year under review.
DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates
that were 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 or loss of the Company for the year under review.

iii) The Directors have 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.

iv) The Directors have 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.

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
system were adequate and operating effectively.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year 2023-24 under review there were movements in the Directorships in the Company.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

The details of appointments and resignations of Directors/ KMP during the Financial Year 2023-24 are as follows:-

S.NO.	NAME	DESIGNATION	PARTICULARS	DATE OF EVENT
1.	Mr. Upmanyu Pathak	Executive Director	Resignation as Executive Director	23.06.2023
2.	Mr. Upmanyu Pathak	Chief Executive Officer	Resignation as Chief Executive Officer	23.06.2023
3.	Mr. Dayanand Ray	Additional Executive Director	Appointment as an additional Executive Director (Professional Category)	24.06.2023
4.	Mr. Dayanand Ray	Additional Executive Director	Regularised as Executive Director	30.06.2023
5.	Ms. Neha Anuj	Company Secretary and Compliance Officer	Resignation as Company Secretary and Compliance Officer	16.11.2023
6.	Ms. Sonia Bhimrajka	Company Secretary and Compliance Officer	Appointment as Company Secretary and Compliance Officer	22.11.2023
7.	Ms. Sonia Bhimrajka	Company Secretary and Compliance Officer	Resignation as Company Secretary and Compliance Officer	19.03.2024

After the Financial Year end, the following changes took place in board of directors of the Company:-

S.NO.	NAME	DESIGNATION	PARTICULARS	DATE OF EVENT
1.	Mr. Azmal Raqueeb Khan	Company Secretary and Compliance Officer	Appointment as Company Secretary and Compliance Officer	18.06.2024

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policies and strategies apart from other
Board business. During the year under review, Twenty (20) Board meetings were held. The intervening gap between the
two consecutive meetings was within the period prescribed under the Companies Act, 2013. The notice of Board meeting
including detailed agenda is given well in advance to all the Directors prescribed under the Companies Act, 2013.

The Board met on May 03, 2023, May 13, 2023, May 30, 2023, June 07, 2023, June 24, 2023, July 10, 2023, August 12,
2023, September 04, 2023, September 05, 2023, September 06, 2023, October 18, 2023, October 27, 2023, November 07,
2023, November 22, 2023, January 10, 2024, February 06, 2024, February 08, 2024, March 02, 2024, March 13, 2024 and
March 20, 2024.

Sr No.	Name of Directors	Designation	No. of Meeting attended
1.	Mr. Vipin Sharma	Managing Director	20
2.	Ms. Monam Kapoor	Non-Executive Independent Director	16
3.	Mr. Ish Sadana	Non- Executive Independent Director	3
4.	Mr. Upmanyu Pathak	Executive Director and CEO (Resigned on 23.06.2023)	4
5.	Ms. Preeti	Non- Executive Independent Director	2
6.	Mr. Dayanand Ray	Executive Director (Appointed on 24.06.2023)	14

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration Committee.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that
the performance evaluation of the Board & Committee’s was satisfactory. The Chairman of the Board provided feedback to
the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS’ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the
independence of the Board, and separate its functions of governance and management. As of March, 31 2024, the Board had
five (5) Directors.

The Policy of the Company on directors’ appointment and remuneration, including the criteria for determining
qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of section
178 of Companies Act, 2013 is in place and maintained by company as per law

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGOINGS:

The provisions of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with
respect to the particulars of conservation of energy, technology absorption etc. are not applicable to the Company.

During the period under review the total amount of foreign exchange earnings was Rs. 1879.51 Lakhs and total amount of
foreign outgo was Nil.

RELATED PARTY TRANSACTIONS:

The details of the transactions with related parties during the Financial Year 2023-24 are provided in the accompanying
financial statements. Form AOC-2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014 is attached as Annexure-A.

MATERIAL CHANGES / COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH FINANCIAL STATEMENTS
RELATE AND THE DATE OF THIS REPORT:

No significant and material changes have occurred between the end of the financial year of the Company to which the
financial statements relate and the date of the report.

CHANGE IN NAME OF COMPANY

No change has happened in the name of the Company in the financial year 2023-24.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and
Company’s operations in future.

AUDITORS:

In terms of provisions of Section 139 of the Companies Act, 2013, M/s V.N. Purohit & Co, Chartered Accountants (FRN:
304040E), Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of five consecutive
years, to hold the office from the conclusion of 36th Annual General Meeting until the conclusion of 41st Annual General
Meeting to be held in the year 2028.

AUDITOR’S REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence, do
not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any
qualification, reservation or adverse remark.

SECRETARIAL AUDIT:

The Board had appointed Mr. Aakash Goel, Proprietor of G Aakash & Associates, Company Secretaries (Membership No.
A57213, CP No.21629), to carry out Secretarial Audit Pursuant to provision of Section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is
annexed herewith as “Annexure B” for the financial year 2023-24.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each of the Independent Directors, under section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of independence laid down in section 149(6) of the companies Act,
2013.

INDEPENDENT DIRECTOR MEETING:

During F.Y. 2023-24, one (1) meeting of the Independent Directors was held on March 13, 2024. The Independent Directors,
inter-alia, reviewed the performance of Non-Independent Directors, Board as a whole and Chairman of the Company, taking
into account the views of executive directors and non-executive directors.

RISK MANAGEMENT:

In today’s economic environment, Risk Management plays a very important part of business. The main aim of risk
management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose
risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the
Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the Act and the revised Regulation 22 of the SEBI (LODR) Regulation,
the Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors
and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict
with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the
vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The
Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints
registered under the policy.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:

The Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste,
creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual
harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no
information is required to be given in the report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Management’s Discussion and Analysis is presented in a separate section forming part
of the Annual Report.

CORPORATE GOVERNANCE:

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015, of Securities and Exchange
Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the
last day of previous Financial Year i.e. on 31st March 2023 and Net Worth both were not exceeding the limit as given under
the regulation 15 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015.

Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations
17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of
Schedule V are not applicable to our Company during the year 2023-24.

AUDIT COMMITTEE:

The Audit Committee of the Company consist of the following members:-

1. Mr. Vipin Sharma-Chairperson

2. Ms. Monam Kapoor-Member

3. Mr. Ish Sadana- Member

The Committee met 4 (Four) times on 07.06.2023, 12.08.2023, 07.11.2023 and 08.02.2024 during the financial year 2023¬
24. The minutes of the meetings of the Audit Committee were discussed and taken note by the Board of Directors. The
Statutory Auditor, Internal Auditor and Executive Directors/ Chief Financial Officer are invited to the meeting as and when
required.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company consist of the following members:-

1. Ms. Monam Kapoor-Chairperson

2. Mr. Ish Sadana- Member

3. Mr. Vipin Sharma- Member

4. Ms. Preeti- Member

The Committee met 2 (Two) times on 22.06.2023 and 22.11.2023 during the financial year 2023-24. The minutes of the

meetings of the Nomination and Remuneration Committee were discussed and taken note by the Board of Directors.
STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company consist of the following members:-

1. Ms. Monam Kapoor -Chairperson

2. Mr. Ish Sadana-Member

3. Mr. Vipin Sharma -Member

The Committee met 4 (Four) times on 18.04.2023, 20.07.2023, 17.10.2023 and 10.01.2024 during the financial year 2023¬
24. The minutes of the meetings of the Stakeholders Relationship Committee were discussed and taken note by the Board of
Directors.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds
which were required to be transferred to Investor Education and Protection Fund (IEPF).

ACKNOWLEDGEMENTS:

The Board of Directors of the Company would like to express their sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, Government authorities, customers, vendors and members during the year
under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the
Company''s executives, staff and workers.

By the order of the Board of Directors

Sd/- Sd/-

Date: September 04, 2024 (VIPIN SHARMA) (DAYANAND RAY)

Place: New Delhi Managing Director Executive Director

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 28th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

* FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The key highlights of Standalone & Consolidated financial results for Kashiram Jain and Co. Limited for the financial year 2014-15 are tabulated below:

(Amount in Rs.)

STANDALONE

Particulars March31, 2015 March 31, 2014

Gross Sales 1,24,09,515 --

Net Sales 1,24,09,515 --

Interest Income 601806 194,239

Total Income 130, 11,321 194,239

Profit before extraordinary item & tax (90,260) 58,929

Extraordinary Item -- --

Profit before taxation (90,260) 58,929

Tax Expenses:

Current Tax 2,09,600 18,209

Deferred Tax -- --

Profit after Tax (2,99,860) 40,720

(Amount in Rs.)

CONSOLIDATED

Particulars March 31, 2015

Gross Sales 1,24,31,840

Net Sales 1,24,31,840

Interest Income 6,01,806

Total Income 1,30,33,646

Profit before extraordinary item & tax (4,98,943)

Extraordinary Item --

Profit before taxation (4,98,943)

Tax Expenses:

Current Tax 2,09,600

Deferred Tax --

Profit after Tax (7,08,543)

* GENERAL RESERVE

The Company did not transferred any amount to the General Reserve this year.

* BRIEF DESCRIPTION OF THE COMPANY'S STATE OF AFFAIR

Gross Revenue increased to Rs. 1,30,11,321/- a growth of around 6598.6% against Rs. 194,239/- in the previous year. Profit before taxation stood at Rs. (90,260) against Rs. 58,929/- in the previous year. , the net profit of the Company for the year under review was placed at Rs. (2,99,860) as against Rs. 40, 720/-, in the previous year.

* DIVIDEND

In view of the loss incurred during the current financial year of Rs. 2,99,860, the Company is not in a position to recommend any dividend for the year ended 31st March, 2015.

* SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs.10,600,000. During the year under review, the Company issued 560,000 equity shares of Rs.10/- per equity share at a premium of Rs. 35/- per share to shareholders not belonging to the promoters group. The company has not issued shares with differential voting rights nor granted stock options nor any sweat equity.

* CHANGES TN THE NATURE OF BUSINESS

Apart from investing activities, your Company has ventured into trading of saree and other textile materials.

There have been no material changes and commitments have occurred between the end of the financial year and date of report.

* CHANGE OF NAME

There has been no change in the name of your Company during the financial year 2014-15.

* DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

* PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, Investment and guarantees have been disclosed in the financial statement.

* INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.

* CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to the Company.

* CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to the Company.

* FOREIGN EXCHANGE EARNINGS AND OUT-GO

During the period under review there was no foreign exchange earnings or out flow.

* APPOINTMENT/ CESSATION OF DIRECTORS & KMPs CESSATION

* Mr. Om Prakash Jain, resigned from the Board with effect from November 03,2014 due to pre occupation in other business activities

* Mr. Gaurav Jain, resigned from the Board with effect from November 03,2014 due to pre occupation in other business activities

* Mr. Naveen Kumar Jain, resigned from the Board with effect from November 03,2014 due to pre occupation in other business activities

* Ms. Sarika Gupta resigned from the Board with effect with effect from December 22, 2014 due to pre occupation in other business activities.

* Mr. Dilip Kumar Jain, resigned from the Board with effect from May 18,2015 due to pre occupation in other business activities

The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Om Prakash Jain, Mr. Gaurav Jain, Mr. Naveen Kumar Jain, Ms. Sarika Gupta and Mr. Dilip kumar Jain towards the growth and development of the company during their tenure as a director.

APPOINTMENT

* Mr. Sanjib Saha was appointed as an Additional Independent Director w.e.f December 22, 2014.

* Ms. Lalita Devi Agarwal was appointed as an Additional Independent Director w.e.f. October 25, 2014.

* Mr. Bishnu Agarwal was appointed as an Additional Non Independent Director w.e.f. October 25, 2014 later on the Board of Directors in its meeting held on December 22, 2014 has promoted Mr. Bishnu Agarwal to the Post of Managing Director. Further, Mr. Bishnu Agarwal has been appointed as Chief Financial Officer of the Company w.e.f. May 15,2015.

* Ms. Sweta Harlalka was appointed as Company Secretary w.e.f. December 12, 2014.

The Board now recommends the appointment of Mr. Sanjib Saha & Ms. Lalita Devi Agarwal as independent directors under section 149 of the Companies Act, 2013 and clause 49 of the listing agreement in the ensuing A.G.M. to hold office for 5 (Five) consecutive years i.e. for a term up to the conclusion of 33rd Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations (Annexure-A) that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as the evaluation of the Committees of the Board. A structured questionnaire was prepared after taking into consideration inputs received from the Directors. The performance evaluation of the Independent Directors was also carried out by the entire Board.

The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction with the evaluation process.

MEETINGS

During the Financial Year 31st March, 2015, Twelve Board Meetings were held on and five Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e. not more than 120 days from the previous meeting.

INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on March 21, 2015, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole ;

2. Evaluation of the performance of Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

* DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

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.

v) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

* RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company.

* SUBSIDIARY COMPANIES

Pursuant to circular dated 8th February, 2011, issued by the Ministry of Corporate Affairs, Government of India and section 136 of the Companies Act,2013, which has exempted companies from attaching the Annual Report and other particulars of its Subsidiaries companies along with the Annual Report of the Company, the Annual report of the Subsidiary companies viz. 1) Jiban Jyoti Multitrade & Services Limited 2) Sebika Medical College & Hospital International Limited 3) Agon Projects Ltd 4) Jeevan Rekha Agro Limited 5) Subhakamona Realty Project India Ltd 6) Spd Projects Limited 7) Balview Infratrade Limited 8) Blueshine Infratrade Limited 9) Octavio Merchants Limited 10) Vanora Merchants Limited 11) Derica Dealers Private Limited & 12) Henio Merchants Limited. are not attached with this report.

The financial statements of subsidiary companies are kept for inspection by the shareholders at the registered office of the company.

* CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by clause 32 of the listing agreement entered with the stock exchanges, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements together with the Auditor Report forms part of the Annual report.

* VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management (FRM) Policy to deal with instance of fraud and mismanagement, if any.

The Company has a Fraud Risk and Management (FRM) Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

* PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

* AUDITOR' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

* SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Mr. Sandeep Chhajer(C.P. No. 13574), Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure-B to this report. Certain observations made in the report with regard to non filing of some forms were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent.

* AUDITORS

M/s. N.M.V & Co., Chartered Accountants (FRN: 327453E), Guwahati, has shown their unwillingness to continue as a statutory auditor of the Company and has accordingly placed their resignation due to pre-occupation in other assignments w.e.f_August 25, 2015. Therefore, the Board proposes to Appoint Mr. Pravin Poddar, Chartered Accountant (Membership No.300906) as the statutory auditor of the Company to hold office from the conclusion of this annual general till the conclusion of Annual General Meeting to be held in year 2020, subject to the approval of shareholders at the forthcoming AGM, at such remuneration and out of pocket expenses along with applicable service tax, as may be mutually agreed upon between the Board of Directors of the Company and the Auditor.

* EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "(Annexure C)".

* BUSINESS RISK MANAGEMENT

Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. At present the company has not identified any element of risk which may threaten the existence of the company.

* PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard and the same will be furnished on request.

Particulars of Employees pursuant to section 134(3)(q) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014

a. None of the employees was employed throughout the financial year, who was in receipt of remuneration exceeding Rs. 6,000,000/- per annum or more. Therefore, Rule 5(2)(i) of the captioned Rules is not applicable.

b. None of the employees was employed throughout the financial year,who was in receipt of remuneration exceeding Rs. 500,000/- per month. Therefore, Rule 5(2)(ii) of the captioned Rules is not applicable.

c. No employee is a relative of any director or Key Managerial personnel of the Company.

d. Therefore, Rule 5(2)(iii) of the captioned Rules is not applicable to any employee.

* CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements as stipulated under clause 49 of the listing agreement. A separate section on corporate governance under the listing agreement, along with a certificate from the auditor confirming the compliance, is annexed and forms part of this Annual report.

* MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

* POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

* LISTING WITH STOCK EXCHANGE

The Equity shares of the Company are continued to be listed in The Calcutta Stock Exchange Limited (CSE).

* AUDIT COMMITTEE

The Audit Committee consists of two Independent Directors and one Executive Director. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise The primary purpose of the Audit Committee is to assist the Board of Directors (the "Board") of Kashiram Jain and Company Limited., (the "Company") in fulfilling its oversight responsibilities with respect to (a) the accounting and financial reporting processes of the Company, including the integrity of the audited financial results and other financial information provided by the Company to its stockholders, the public, any stock exchange and others, (b) the Company's compliances with legal and regulatory requirements, (c) the Company's independent auditors' qualification and independence, (d) the audit of the Company's Financial statements, and the performance of the Company's internal audit function and its Independent Auditors.

The Composition of the Audit Committee is given below:

Sr.No. Name Designation No of Meeting held

1 Lalita Devi Chairman 5 Agarwal

2 Sanjib Saha Member 5

3 Bishnu Agarwal Member 5

4 Dilip Kumar Jain* Member 5

5 Naveen Kumar Jain* Member 5

6 Gaurav Jain* Member 5

Sr.No. Name No of Meeting attended

1 Lalita Devi 3 of 5 Agarwal

2 Sanjib Saha 1 of 5

3 Bishnu Agarwal 3 of 5

4 Dilip Kumar Jain* 5 of 5

5 Naveen Kumar Jain* 2 of 5

6 Gaurav Jain* 2 of 5

Note:

*Mr. Dilip Kumar Jain, resigned from the Directorship of the Company w. e. f. 18th May, 2015 *Mr. Naveen Kumar Jain, resigned from the Directorship of the Company w. e .f. 03rd November, 2014.

*Mr. Gaurav Jain, resigned from the Directorship of the Company w. e. f. 03rd November, 2014.

* NOMINATION AND REMUNERATION COMMITTEE (NRC)

Your Company has constituted the NRC of the Company pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Committee include identification of persons who are qualified to become directors and who may be appointed, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every director's performance, and formulation of Remuneration Policy to include recommendation of remuneration for directors, key managerial personnel.

The composition of the Nomination & Remuneration Committee is given below:

Sl No Name of the Members Category Designation

Chairman, Independent, Non- 1 Sanjib Saha Executive Chairman

2 Lalita Devi Agarwal Independent, Non- Executive Member

3 Bishnu Agarwal Non Independent, Executive Member

4 Dilip Kumar Jain* Independent, Non-executive Member

Note: *Mr. Dilip Kumar Jain, resigned form Board w.e.f. 18th May, 2015 due to pre occupation in other business activities.

Remuneration Policy, details of Remuneration and other Terms of Appointment of Directors

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. This Policy inter-alia includes:

1. Criteria of selection of Non-Executive Directors

Non Executive Directors will be selected on the basis of identification of industry/ subject leaders with strong experience. The advisory area and therefore the role may be defined for each independent director;

The Nomination and Remuneration Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

In case of appointment of Independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

2. Remuneration

The Company is not paying any sitting fees to the Independent Directors for attending meeting of the Board or Committee of the Board.

* SHAREHOLDERS/INVESTOR GRIEVANCE & SHARE TRANSFER COMMITTEE

The Shareholders Investors Grievance Committee consists of 4 directors. The Committee is in charge of looking after grievances of Investors and Shareholders. The composition of Shareholders/Investor Grievance & Share Transfer Committee is given below:

Sl No Name of the Members Category Designation

Chairman, Independent, Non- 1 Sanjib Saha Executive Chairman

2 Lalita Devi Agarwal Independent, Non- Executive Member

3 Bishnu Agarwal Non Independent, Executive Member

4 Dilip Kumar Jain* Independent, Non-executive Member

Note: *Mr. Dilip Kumar Jain, resigned form Board w.e.f 18th May, 2015 due to pre occupation in other business activities.

* TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

* ACKNOWLEDGEMENT:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers for their continuous co- operation and assistance.

For and on behalf of the Board of Directors

Bishnu Agarwal Managing Director DIN No: 06914865

Guwahati September 03, 2015

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Mar 31, 2014

Dear Members

The Directors have pleasure in presenting you their TWENTY SEVENTH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31 March 2014.

FINANCIAL RESULTS:

PARTICULARS 2013-14 (Rs.) 2012-13 (Rs.)

Turnover/ Income 1,94,239 2,64,758

Profits before 58,957 69,802

Depreciation 28 31

Profit after Depreciatio 58,929 69,771

Provision For Income Tax 18,209 21,559

Profit after Tax 40,720 48,212

Balance b/f 5,08,256 8,60,044

Surplus carried to Balance Sheet 5,48,976 5,08,256

DIRECTORS:

Sri Dilip Kumar Jain retires at the forthcoming Annual General meeting and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) the applicable accounting standards have been followed in the preparation of the annual accounts for financial year ended 31st March, 2014 and proper explanations have been furnished relating to material departures;

(ii) the accounting policies have been selected and applied 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 or loss of the Company for that period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

COMPLANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

A certificates issued by provisions of the said Act is attached to this report and is self explanatory.

AUDITORS:

M/s Patni & Associates, the conclusion of the upcoming Annual General Meeting and have provlsions of the that thethe services rendered by new Companies Act, 2013. p M/s N M V & CO., Chartered Accountants (firm for a period of 5 (five) years. A certificate prescribed under Buie 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from them.

The Board recommends 2019, subject to annual ratification by the members a, AGMs to be held each year.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

requirements of Action 217111(e) of the Companies Act, 1956, read with the companies in the Report of the Board of Directors, Rules, 1988, the Company has nothing specific to report.

FOREIGN EXCHANGE EARNING AMD OUTGO:

There were no foreign exchange earning or outgo.

PARTICI UARS OF EMPLOYEE:

Act, 1956 part of ,with Director's report, for the year ended March 31, 2014, no employee of the Company falls under ambit of the said provisions.

For and on behalf of the Board For KASHIRAM JAIN AND COMPANY LIMITED

Date : 27th August, 2014 Place : Guwahati

(Naveen Kumar Jain) (Dilip Kumar Jain) Director Director

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting you their TWENTY SIX ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March' 2013.

Financial Results:

2012-13 2011-12 (Rs) (Rs.)

Turnover/Income 264,758 245,760

Profit before Depreciation 69,802 60,738

Depreciation 31 38

Profit after Depreciation 69,771 60,704

Provision for Income Tax 21,559 18,756

Profit after Tax 48,212 41,948

Balance b/f 460,044 418,096

Surplus carried to Balance Sheet 508,256 460,044

DIRECTORS:

There has been no change in the constitution of the Board of Directors of the Company during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

YOUR Directors have:

(i) . followed, in the preparation of the annual accounts, the applicable accounting standards with proper explanations relating to material departures;

(ii) . 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 the Company for that period;

(iii) . taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) . Prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

A certificate issued by a Company Secretary in terms of the provision of Section 383A of the Companies Act, 1956. to the effect that the Company has complied with the applicable provisions of the said Act is attached to this report.

AUDITORS:

Patni & Associates, Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting and they are eligible for re-appointment.

For and on behalf of the Board For KASHIRAM JAIN & COMPANY LIMITED

Sd/- Sd/- (Naveen Kumar Jain) (Dilip Kumar Jain) Director Director

Date: - 16th August 2013

Place:- Guwahati

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting you their TWENTY FIFTH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March' 2012.

Financial Results:

2011-12 2010-11 (Rs.) (Rs.)

Turnover/Income 24, 5760 223409

Profits Before Depreciation 60,738 49,096

Depreciation 34 38

Profit After Depreciation 60,704 49,058

Provision for Income Tax 18,756 24714

Profit After Tax 41,948 24,344

Balance b/f 41 8096 393752

Surplus carried to Balance Sheet 460,044 418,096

DIRECTORS:

There has been no change in the constitution of the Board of Directors of the Company during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

YOUR Directors have:

(i) . followed, in the preparation of the annual accounts, the applicable accounting standards with proper explanations relating to material departures;

(ii) . 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 the Company for that period;

(iii) . taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) . Prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

A certificate issued by a Company Secretary in terms of the provision of Section 383A of the Companies Act, 1956.to the effect that the Company has complied with the applicable provisions of the said Act is attached to this report.

AUDITORS:

Patni & Associates, Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting and they are eligible for re-appointment.

For and on behalf of the Board For KASHIRAM JAIN & COMPANY LIMITED

Sd/- Sd/- (Naveen Kumar Jain) (Dilip Kumar Jain) Director Director

Date:-31st August 2012 Place: - Guwahati

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Mar 31, 2011

Dear Members

The Directors have pleasure in presenting you their TWENTY FOURTH ANNUAL REPORT of the Company together with the Audited Statements of Accounts for the year ended 31st March' 2011.

Financial Results:

2010-11 2009-2010 (Rs) (Rs)

Turnover/ Income 223409 226023

Profits before Depreciation 49096 47045

Depreciation 38 42

Profit after Depreciation 49058 47033

Provision for Income Tax 24714 17635

Profit after Tax 24344 29398

Balance b/f 393752 364354

Surplus carried to Balance Sheet 418096 393752

DIRECTORS:

There has been no change in the constitution of the Board of Directors of the Company during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

YOUR Directors have:

(i) . followed, in the preparation of the annual accounts, the applicable accounting standards with proper explanations relating to material departures;

(ii) . 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 the Company for that period;

(iii) . taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) . Prepared the annual accounts on a going concern basis.

COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:

A certificate issued by a Company Secretary in terms of the provision of Section 383A of the Companies Act, 1956. to the effect that the Company has complied with the applicable provisions of the said Act is attached to this report.

AUDITORS:

B.K. KEJRIWAL & CO, Chartered Accontants retires at the conclusion of the forthcoming Annual General Meeting and Patni & Associates, Chartered Accountants will be eligible for Appointment.

For and on behalf of the Board For KASHIRAM JAIN AND COMPANY LIMITED

Sd/- Sd/- (Naveen Kumar Jain) (Dilip Kumar Jain) Director Director

Date:-31st August, 2011 Place: - Guwahati