Directors Report of Jakharia Fabric Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 17^th Annual Report together with the Audited Financial
Statements of accounts of the Company for the Financial Year ended 31^st March, 2024.

COMPANIES SPECIFIC INFORMATION:

1. Financial Results:

The Company’s financial performance for the year ended 31^st March, 2024 & 31^st March, 2023 are
summarized below:

Particulars	(Rs. In lakhs)
	2023-2024	2022-2023
Revenue from Operation	8822.89	8611.69
Other Income	57.39	122.81
Total Income	8880.27	8734.50
Expenses:
Cost of Material consumed	4416.08	4701.00
Change in Inventory	41.07	88.01
Employee Benefit	1530.45	1445.94
Finance Cost	113.68	95.45
Depreciation & Amortization Exp.	152.68	162.41
Other Expenses (including prior period expenses)	2480.92	2443.23
Total Expenses	8734.88	8936.04
Profit/ (Loss) Before Prior items and Tax	145.39	(201.53)
Prior Period Income / (expenses)	(1.31)	(2.12)
Net Profit / (Loss) Before Tax	144.08	(203.66)
Less: Tax Expenses
- Current Tax	(56.50)	0.00
- Excess/(short) Provision in earlier year	(3.89)	(1.34)
- Deferred Tax	(50.02)	(12.35)
Net Profit / (Loss) After Tax	33.67	(217.34)
Opening Balance of Profit & Loss A/c	(684.62)	(467.28)
Add: Profit/ (Loss) for the year	33.67	(217.34)
Closing Balance of Profit & Loss A/c	(650.95)	(684.62)
- Earnings per share
Basic	0.83	(5.35)
Diluted	0.83	(5.35)

2. Operational performance:

Your directors inform the members that the
financial year 2023-2024 was favorable.

The Total income during the year has increased by

1.67% i.e. from Rs. 8734.50 Lakhs to Rs.
8880.27 Lakhs over the last year and the total
expenditure of the company is stood at Rs.
8734.88 Lakhs.

The Net Profit of the Company has drastically
increased by 115.49% as compared from Net Loss
of Rs. 217.34 Lakhs in the previous year to Net
Profit of Rs. 33.67 Lakhs in the current year.

The Company is operating only in one segment
i.e. processing of textile and there is no change in
the nature of the Business of the Company.

In accordance with section 136 of the Companies
Act, 2013, the audited financial statements are
available on www.jakhariafabric.com. These
documents will also be available for inspection
during working hours at the registered office of
your Company. Any member interested in
obtaining such document may write to the
Company Secretary and the same shall be
furnished on request.

3. Transfer to reserves in terms of
section 134 (3) (j) of the companies act, 2013:

During the year under review the company has
not transferred any amount to the general
reserves. The Profit of Rs. 33.67 Lakhs is
increased in the Reserve and Surplus Account for
the year under review.

4. Dividend:

The company has turned around its performance
during the current year. However, with the
intension to strengthen the financial position of
the company, no dividend out of profit is
recommended by the Board for the financial year
ended March 31, 2024. (Previous year NIL).

5. Capital Structure:

The Capital Structure of the Company as on
31.03.2024 is as follows:

The Authorized Share Capital of the Company is
Rs. 5,00,00,000 (Rupees Five Crore) divided into
50,00,000 (Fifty Lakh) Equity Shares of Rs. 10/-
(Rupees Ten) each.

The Issued, Subscribed & Paid-up Capital of the
Company is Rs. 4,06,38,300 (Rupees Four Crore
Six Lakh Thirty-Eight Thousand Three Hundred

only) divided into 40,63,830 (Forty Lakh Sixty-
Three Thousand Eight Hundred and Thirty)
Equity Shares of Rs. 10/- (Rupees Ten) each fully
paid up.

Buy Back of securities:

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

Sweat Equity:

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

Bonus Shares:

No Bonus Shares were issued during the year
under review.

Employees Stock Option Plan:

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

6. Material changes between the date of
the board report and end of financial year:

Although executed amongst the family members,
but having a significant outcome, it is hereby
informed that on 30^th June, 2024, the family
members of the “Jakharia Group” entered into a
“Memorandum of Family Arrangement (MFA).
On receipt of this and to comply with the
requirement of regulation 30 & 30A of SEBI
LODR regulations, the company has intimated to
the stock exchange i.e. NSE.

The MFA was entered into, to separate the
ownership, control and management of the
Jakharia Group entities among each branch of the
shah family.

The significant terms of the MFA and the extent
and nature of impact on management or control
of the company has informed to the stock
exchange.

7. Change in nature of business:

There have been no material changes in the nature
of any business of the company during the
financial year under review.

8. Significant and material orders passed
by the regulators or courts or tribunals
impacting the going concern status and
company’s operations in future:

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.

9. Subsidiaries, Associate companies &
Joint Ventures:

The details of Subsidiaries, Associate companies &
Joint Ventures are provided in Form AOC — 1 as
“Annexure — IV”

10. Extract of Annual Return:

Kindly Take Note that the Annual Return is
available on the website of the Company on
www.jakhariafabric.com.

11. Conservation of Energy, Technology
absorption and Foreign Exchange Earnings
and Outgo:

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo stipulated under Section
134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014,
is annexed herewith as "Annexure I".

12. Board of Directors, their meetings &
KMP(S):

I. Constitution of the Board:

The Board of directors comprise of total 9 (Nine)
Directors, which includes 3 (Three) Independent
directors. The Chairman of the Board is Promoter
and Executive Director. The Board members are
having varied experience in the relevant field of
the business activities of the Company, which
plays significant roles for the business policy and
decision-making process and provide guidance to
the executive management to discharge their
functions effectively.

II. Board Independence:

Our definition of ''Independence'' of Directors is
derived from Regulation 16 of SEBI (LODR)
Regulations, 2015 and Section 149(6) of the
Companies Act, 2013. The Company is having
following independent directors:

(i) Mr. Mukul Vora

(ii) Mr. Ajitsingh Arjun Ghorpade

(iii) Mr. Jawahar Desai

As per provisions of the Companies Act, 2013,
Independent Directors were appointed for a term
of 5 (five) consecutive years and shall not be liable
to retire by rotation.

III. Declaration by the Independent Directors:

All the Independent Directors have given their
declaration of Independence stating that they meet
the criteria of independence as prescribed under
section 149(6) of the Companies Act, 2013.
Further that the Board is of the opinion that all
the independent directors fulfill the criteria as laid
down under the Companies Act, 2013 and the
SEBI (LODR) Regulations, 2015 during the year
2023-24.

IV. Directors liable to retire by rotation

In accordance with the provisions of the
Companies Act, 2013 and in terms of the Articles
of Association of the Company, Mr. NITIN
KESHAVJI SHAH (DIN: 01869318),

Director of the Company is liable to retire by
rotation at ensuing Annual General Meeting and
being eligible offers himself for re-appointment.

V. Changes in Directors & Key Managerial
Personnel

A. During the year there are following changes in
Directors:

Sr No.	Particulars	Date of Event
1.	Appointment of Mrs.	14th
	Sejal Nitin Shah as	November,
	Additional Director	2023
	(Executive director)

2.	Resignation of Mrs. Shejal Jignesh Shah from the post of Executive Director	14th November, 2023
3.	Appointment of Mrs.	25th April,
	Sejal Nitin Shah as	2024
	Executive director

B. Pursuant to the execution of Memorandum of
Family arrangement dated 30th June, 2024 and to
give effect to the same, the following directors
have tendered their resignation from the company
w.e.f. 5th September, 2024.

- Manekchand Panachand Shah

- Dixit Manekchand Shah

- Himatlal Panachand Shah

- Jignesh Himatlal Shah

VI. Meetings and Attendance of the Board:

The Board meets at regular intervals to discuss
and decide on company/business policy and
strategy apart from other Board business. The
notice of Board meeting is given well in advance
to all the Directors. Meetings of the Board are
held at the Registered Office. The Agenda of the
Board meetings is circulated at least a week prior
to the date of the meeting. The Agenda for the
Board and Committee meetings includes detailed
notes on the items to be discussed at the meeting
to enable the Directors to take an informed
decision.

The Board met 6 (Six) times in the Financial
Year 2023-24. The maximum interval between any
two meetings did not exceed 120 days. Attendance
of each director in board meeting as follows:

Sr. no.	Date of Meeting	Board Strength	No. of Directors Present
1	29.05.2023	9	9
2	07.09.2023	9	9
3	18.10.2023	9	9
4	14.11.2023	9	9
5	29.12.2023	9	9
6	13.03.2024	9	9

VII. Separate Meeting of Independent
Directors:

As stipulated by the Code of Independent
Directors under the Companies Act, 2013, a
separate meeting of the Independent Directors of
the Company was held on 31^st March, 2024 to
review the performance of Non-Independent
Directors (including the Chairman) and the entire
Board. The Independent Directors also reviewed
the quality, content and timeliness of the flow of
information between the Management and the
Board and its Committees which is necessary to
effectively and reasonably perform and discharge
their duties.

VIII. Company’s Policy on Directors’
Appointment and Remuneration:

The Policy of the Company on Directors''
appointment and remuneration including criteria
for determining qualifications, positive attributes,
independence of a Director and other matters
provided under section 178(3), are uploaded on
company''s website www.jakhariafahric.com.

IX. Annual Evaluation by the Board:

Pursuant to the provisions of the Companies Act,
2013 and Regulation 17 (10) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Nomination and
Remuneration Committee has laid down the
criteria for evaluation of the performance of
individual Directors and the Board as a whole.
Based on the criteria the exercise of evaluation
was carried out through a structured process
covering various aspects of the Board functioning
such as composition of the Board and
committees, experience & expertise, performance
of specific duties & obligations, attendance,
contribution at meetings & Strategic perspectives
or inputs regarding future growth of company,
etc. The performance evaluation of the Chairman
and the Non-Independent Directors was carried
out by the Independent Director. The
performance of the Independent Directors was
carried out by the entire Board (excluding the
Director being evaluated). The Directors

expressed their satisfaction with the evaluation
process.

13. Committees of The Board:

The Company has following committees:

I. Audit Committee:

The Company has reconstituted the Audit
Committee on 30^th May, 2022 in accordance with
Section 177(1) of the Companies Act, 2013 and
Regulation 18 of the SEBI (LODR) Regulations,
2015. The details of which have been provided on
www.jakhariafabric.com. There has been no
instance where the Board of Directors had not
accepted any recommendation of the Audit
Committee.

During the financial year ended 31st March, 2024,
5 (Five) Audit Committee Meetings were held on
the following dates:

(1) 29.05.2023 (2) 07.09.2023 (3) 18.10.2023
(4) 14.11.2023 (5) 13.03.2024

The Reconstituted Audit Committee comprises of
the following Directors of the Company:

4

Mr. Jawahar Desai- Independent Director (Member)

5

5

II. Nomination and Remuneration
Committee:

The Company has reconstituted the Nomination
and Remuneration Committee on 30^th May, 2022
in accordance with section 178 of the Companies
Act, 2013 and the SEBI (LODR) Regulations,
2015, the details of which have been provided on
www.jakhariafabric.com.

During the financial year ended 31st March, 2024,
4 (Four) Nomination and Remuneration
Committee Meetings were held on the following
dates:

(1) 29.05.2023 (2) 07.09.2023 (3) 14.11.2023
(4) 13.03.2024

The Reconstituted Nomination and Remuneration
Committee comprises of the following Directors
of the Company:

Sr. No.	Name	No. of meeting entitled to attend	No. of meetings attended during the year
1	Mr. Mukul Vora -Independent Director (Chairperson)	5	5
2	Mr. Jignesh Shah - Chairman & Executive Director (Member)	5	5
3	Mr. Ajitsingh Ghorpade- Independent Director (Member)	5	5

Sr. No.	Name	No. of meeting entitled to attend	No. of meetings attended during the year
1	Mr. Mukul Vora- -Independent Director (Chairperson)	4	4
2	Mr. Ajitsingh Ghorpade- Independent Director (Member)	4	4
3	Mr. Jawahar Desai- Independent Director (Member)	4	4

III. Stakeholders'' Relationship Committee:

The Company has reconstituted the Stakeholders''
Relationship Committee on 30^th May, 2022 in
accordance with section 178 of the Companies
Act, 2013 and the SEBI (LODR) Regulations,
2015, the details of which have been provided on
www.jakhariafabric.com. The Committee
considers and approves various requests regarding
annual report and to redress complaints of the
shareholders.

During the financial year ended 31st March, 2024,
4 (Four) Stakeholders'' Relationship Committee
Meetings were held on the following dates:

(1) 29.05.2023 (2) 07.09.2023 (3) 14.11.2023
(4) 13.03.2024

The Reconstituted Stakeholders'' Relationship
Committee comprises the following Directors:

Sr. No.	Name	No. of meeting entitled to attend	No. of meetings attended during the year
1	Mr. Ajitsingh Ghorpade- Independent Director (Chairperson)	4	4
2	Mr. Jawahar Desai- Independent Director (Member)	4	4
3	Mr. Himatlal Panachand Shah - Director (Member)	4	4

IV. Corporate Social Responsibility (CSR)
Committee:

The Company has reconstituted the CSR
Committee on 30^th May, 2022 in accordance with
the provisions of section 135 of the Companies
Act, 2013.

During the financial year ended 31st March, 2024,
2 (Two) Corporate Social Responsibility

Committee Meetings were held on the following
dates:

(1) 07.09.2023 & (2) 13.03.2024

The Reconstituted CSR Committee comprises the
following Directors:

Sr. No.	Name	No. of meeting entitled to attend	No. of meetings attended during the year
1	Mr. Ajitsingh Ghorpade- Independent Director (Chairperson)	2	2
2	Mr. Mukul Vora -Independent Director (Member)	2	2
3	Mr. Jignesh Shah -Chairman & Executive Director (Member)	2	2

14. Corporate Social Responsibility:

The provisions of section 135 of the Companies
Act, 2013 is not applicable to your Company for
F.Y. 2023-2024, as the Company does not fall
under the criteria limits mentioned in the said
section of the Act. Hence, the Company has not
taken voluntary initiative towards any activity
mentioned for Corporate Social Responsibility

15. Statutory Auditor & Audit Report:

In terms of provisions of the Companies Act,
2013, at the 13th Annual General Meeting
(31.12.2020) of the Company, M/s. SHAH
SHROFF & ASSOCIATES, Chartered
Accountants, (Firm Registration No. 0128920W),
Mumbai, were appointed as Statutory Auditors of
the Company to hold the office from the
conclusion of the 13th annual general meeting till
the conclusion of 18th annual general meeting to
be held in the year 2025. They have confirmed

that they are not disqualified from continuing as
auditors of the company.

As required under Regulation 33(d) of the SEBI
(LODR) Regulation, 2015, the auditor has
confirmed that they holding a valid certificate
issued by the Peer Review Board of the Institute
of Chartered Accountants of India. Board is
pleased to inform that there is no such
observation made by the Auditors in their report
which needs any explanation by the Board. The
Notes on financial statement referred to in the
Standalone & Consolidated Auditors’ Reports are
self-explanatory and do not call for any further
comments. The Standalone & Consolidated
Auditors’ Report does not contain any
qualification, reservation, adverse remark or
disclaimer.

16. Secretarial Auditor:

The Board of Directors, on the recommendations
of the Audit Committee, of the Company, has
appointed M/s. Nagdev & Associates,

Company Secretaries, Mumbai, [ICSI Membership
No. FCS - F12214 & Certificate of Practice No.
19177], as the Secretarial Auditors of the
Company for the financial year 2023-2024.

The Secretarial Audit Report in Form No. MR-3
submitted by the said Secretarial Auditors, do not
contain any major adverse remarks and

qualifications, hence do not call for any further
explanation/s by the Company. The Secretarial
Audit Report in Form No. MR-3 submitted by the
said Secretarial Auditors, for the financial year
2023-2024 forms part of the Annual Report as
"Annexure V" to the Board''s report.

Certification from Company Secretary in
Practice:

M/s. Nagdev & Associates, Practicing
Company Secretaries has issued a certificate
required under the Listing Regulations, Board of
the Company has been debarred or disqualified
from being appointed or continuing as director of
the Company by the SEBI/Ministry of Corporate
Affairs or any such statutory authority. The

Certificate is enclosed with this report as
“Annexure- VI”

17. Internal Auditors:

Pursuant to Section 138 of the Companies Act,

2013 read with the Companies (Accounts) Rules,

2014 (as amended), the Board of Directors, on the
recommendations of the Audit Committee, of the
Company is appointed M/s R M F & Co.,
Chartered Accountants, Mumbai, [ICAI Firm
Registration No.-153788W], as the Internal
Auditors of the Company for the financial year
2023-2024 ended on 31.03.2024. The Internal
Audit Finding/s and Report/s submitted by M/s
R M F & Co., during the financial year, to the
Audit Committee and Board of Directors of the
Company, do not contain any adverse remarks
and qualifications hence do not call for any further
explanation/s by the Company.

18. Cost Auditors:

As per the requirement of the Central
Government and pursuant to section 148 of the
Companies Act, 2013, read with Companies (Cost
Records and Audit) Rules, 2014 as amended from
time to time, your company hereby confirms that
the provisions of this section are not applicable,
hence your company is not required to appoint
cost auditor for the financial year 2023-24.

19. Disclosure for fraud against the company:

In terms of provision of section 134(3)(ca) of the
Companies Act, 2013, There were no instances of
fraud which are reported by Auditors of the
Company under section 143(12) of the Companies
Act, 2013 to the Audit Committee.

20. Code of Conduct:

Regulation 17(5) of the SEBI (LODR)
Regulations, 2015 requires listed companies to lay
down a Code of Conduct for its directors and
senior management, incorporating duties of
directors as laid down in the Companies Act,
2013.

The Board of Directors has approved a Code of
Conduct which is applicable to the Members of

the Board and specified employees in the course
of day-to-day business operations of the
Company. The Company believes in “Zero
Tolerance” against bribery, corruption and
unethical dealings/ behavior in any form and the
Board has laid down certain directives to counter
such acts. The Company has adopted a Code of
Conduct for all Directors and Senior Management
of the Company and same is hosted on the
website of the company i.e.
www.jakhariafabric.com

The Code lays down the standard procedure of
business conduct which is expected to be followed
by the Directors and the designated employees in
their business dealings and in particular on matters
relating to integrity in the work place, in business
practices and in dealing with stakeholders. The
Code gives guidance through examples on the
expected behavior from an employee in a given
situation and the reporting structure. All the
Board Members and the Senior Management
personnel have confirmed compliance with the
Code.

21. Corporate Governance:

The Company being listed on the EMERGE
Platform of National Stock Exchange of India
Limited and therefore pursuant to Regulation
15(2)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
Regulation 27 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
Part C of Schedule V relating to compliance of
Corporate Governance is not applicable to the
Company. Further, The Company is not required
to comply with requirements as specified in Part E
of Schedule II pursuant to Regulation 27(1) SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and submitting Compliance
Report on Corporate Governance on quarterly
basis pursuant to Regulation 27(2) SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. Hence no Corporate
Governance Report is required and therefor it is
not forming part of this Annual Report. It is
pertinent to mention that the Company follows

majority of the provisions of the corporate
governance voluntarily as a part of Good
Corporate Governance.

22. Industrial Relations:

During the year under review your Company
enjoyed cordial relationship with workers and
employees at all levels.

23. Change in the nature of business:

During the year under review there is no change in
the nature of the business and commercial
activities of the company.

24. Deposits:

During the financial year ended 31^st March, 2023
under review, the Company has neither invited
nor accepted any public deposits within the
meaning of Section 73 and 74 of the Companies
Act, 2013 read with the Companies (Acceptance
of Deposits) Rules, 2014 (as amended). As such,
no specific details prescribed in Rule 8(1) of the
Companies (Accounts) Rules, 2014 (as amended)
are required to be given or provided.

25. Vigil Mechanism / Whistle Blower
Policy:

Your Company is committed to highest standards
of ethical, moral and legal business conduct.
Accordingly, the Board of Directors have
formulated a Whistle Blower Policy which is in
compliance with the provisions of Section 177 (9)
of the Companies Act, 2013 and the regulation 22
of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, The Company
has adopted a Whistle-Blower Policy for Directors
and employees to report genuine concerns and to
provide for adequate safeguards against
victimization of persons who may use such
mechanism. The details of the Vigil Mechanism
Policy has posted on the website of the Company
at www.jakhariafabric.com

26. Prevention of Insider Trading:

In view of the SEBI (Prohibition of Insider
Trading) Regulation, 2015 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 details of the
Insider Trading Policy has posted on the website
of the Company at www.jakhariafabric.com

The Code requires Trading Plan, 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. However, there were no such instances in
the Company during the year 2023- 24.

27. Risk Management:

A well-defined risk management mechanism
covering the risk mapping and trend analysis, risk
exposure, potential impact and risk mitigation
process is in place. The objective of the
mechanism is to minimize the impact of risks
identified and taking advance actions to mitigate
it. The mechanism works on the principles of
probability of occurrence and impact, if triggered.
A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and
non-business risks.

The Board of Directors of the Company and the
Audit Committee shall periodically review and
evaluate the risk management system of the
Company so that the management controls the
risks through properly defined network. Head of
Departments shall be responsible for
implementation of the risk management system as
may be applicable to their respective areas of
functioning and report to the Board and Audit
Committee.

The Company has not made Risk Management
Committee, but the Board of Directors and Audit
Committee is looking after the Risk Management
of the Company.

28. Meetings of the Members:

During the year under review 16^th Annual General
Meeting of the Company was held on 30.09.2023.

29. Directors’ Responsibility Statement:

Pursuant to the requirement under section
134(3)(C) of the Companies Act, 2013 with
respect to Directors'' Responsibility Statement, it is
hereby confirmed that:

(i) in the preparation of the annual accounts, the
applicable Accounting Standards had been
followed along with proper explanation relating to
material departures;

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

(iii) the directors had 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;

(iv) the directors had prepared the annual
accounts on a going concern basis;

(v) the directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively; and

(vi) the directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

30. Management Discussion and Analysis
Reports:

As per Regulation 34 (e) read with schedule V of
Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the
management Discussion and Analysis Report of
the Company for the year ended is set out in this
Annual Report as ‘Annexure- II’.

31. Particulars of Loans, Guarantees or
Investments made under section 186 of The
Companies Act, 2013:

Details of Loans (Secured or unsecured),
Guarantee provided in connection with any loan/s
availed and Investments pursuant to the section
186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers)
Rules, 2014 (as amended) are given in the notes to
the Financial Statements.

32. Internal Control Systems:

The Company''s internal control systems are
adequate and commensurate with the nature and
size of the Company and it ensures:

• Timely and accurate financial reporting in
accordance with applicable accounting standards.

• Optimum utilization, efficient monitoring, timely
maintenance and safety of its assets.

• Compliance with applicable laws, regulations and
management policies.

33. Internal Financial Control for financial
statements:

Your Company has an effective internal financial
control and risk-mitigation system, which are
constantly assessed and strengthened with
new/revised standard operating procedure. The
Company’s internal financial control system is
commensurate with its size, scale and complexities
of its operations.

34. Human Resources:

The Company treats its "Human Resources" as
one of its most important assets. Your Company
continuously invests in attraction, retention and
development of talent on an ongoing basis. The
Company thrust is on the promotion of talent
internally through job rotation and job
enlargement.

35. Ratio of the remuneration of each
director to the median employee''s
remuneration and particulars of employees:

Pursuant to provision of section 197 of
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the details of
employees given in the ‘Annexure-III’.

During the year, none of the Directors, KMP and
Employees received remuneration in excess, in
accordance with the provisions of Section 197 of
the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Therefore, there is no
information to disclose in terms of the provisions
of the Companies Act, 2013.

36. Related Party Transactions:

All related party transactions that were entered
during the financial year, were on the arm''s length
basis and were in the ordinary course of business
and do not attract the provisions of section 188 of
the Companies Act, 2013. Thus, disclosure in
form AOC-2 is not required. All Related Party
Transactions were placed before the Audit
Committee for approval. A policy on the related
party Transitions was framed & approved by the
Board and posted on the Company''s website at
www.jakhariafabric.com

However, you may refer to Related Party
transactions, as per the Accounting Standards, in
the Notes forming part of financial statements.

37. Investors Education and Protection
Fund:

During the financial year 2023-2024 under review,
there were no amount/s which is required to be
transferred to the Investor Education and
Protection Fund by the Company. As such, no
specific details are required to be given or
provided.

38. Disclosures under Sexual Harassment
of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013:

To prevent sexual harassment of women at work
place, The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 has been notified on 9th
December 2013. The Company has zero tolerance
for sexual harassment at workplace in line with
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules there under for
prevention and redressal of complaints of sexual
harassment at workplace. During the year under
review, no complaints were received by the
Company relating to sexual harassment at
workplace. The Management of the Company
endeavors to provide safe environment for the
female employees of the Company.

39. Registrar and Share Transfer Agent:

The Company has appointed Bigshare Services
Private Limited as its Registrar and Share Transfer
Agent. The Corporate Office of Bigshare Services
Pvt. Ltd. situated at "Pinnacle Business Park,
Office No. S6-2, 6^th Floor, Mahakali Caves Road,
Next to Ahura Centre, Andheri East, Mumbai-
400093, Maharashtra.

40. Dematerialization of securities:

The Company''s Equity Shares are admitted in the
system of Dematerialization by both the
Depositories namely NSDL and CDSL. As on 31^st
March 2024, 40,23,831 equity shares

dematerialised through depositories viz. National
Securities Depository Limited and Central
Depository Services (India) Limited, which
represents whole 99.02% of the total issued,
subscribed and paid-up capital of the Company as
on that date. 39,999 equity shares are in physical
form. The ISIN allotted to your Company is
INE00N401018.

41. Compliances of Secretarial Standards:

The Board of Directors confirms that the
Company, has duly complied and is in compliance,
with the applicable Secretarial Standard/s, namely
Secretarial Standard-1 (''SS-1'') on Meetings of the
Board of Directors and Secretarial Standard -2
(''SS-2'') on General Meetings, during the financial
year 2023-2024.

42. Green Initiative:

Companies Act permits paperless compliance and
as a measure of green initiative, we appeal to all
those members who have not registered their e¬
mail addresses so far are requested to register their
email address in respect of electronic holding with
their concerned Depository Participants and/or
with the Company.

43. Acknowledgement:

The Board of Directors wish to express their
grateful appreciation for assistance and co¬
operation received from various Departments of
Central & State Governments and Banks during
the year under review. Your directors also wish to
place on record their appreciation for the
committed services of all the associates and
vendors of the Company.

By order of the Board of Directors
For Jakharia Fabric Limited
Sd/-

Nitin Shah

Chairman & Managing Director
DIN: 01869318

Place: Palghar
Date: 05.09.2024

---

Mar 31, 2018

Your Directors present their llth Annual Report and Audited Financial Statements of JAKHARIA FABRIC LIMITED (Formerly known as Jakharia Fabric Private Limited] for the Financial Vear ended 31st March 2018.

FINANCIAL RESULTS

The Company''s financial performance for the year ended 31st March 2018 is summarized below:

	(Rs. In lakhs)
Particulars	2017-2018	2016-2017
Revenue from Operation	8397,03	7545.83
Other Income	37,18	223.79
Total Income	8434,25	7769.62
Expenses:
Cost of Material consumed	471119	3653.30
Change in Inventory	(21.77)	13B.54
Employee Benefit	1155.45	783.49
Finance Cost	97.65	234.65
Depreciation & Amortization Exp,	173,48	181.89
Other Expenses	2060,57	2245.70
Total Expenses	8176.00	7237.56
Net Profit Before Prior Period Item	257,68	532.05
Prior Period Expenses	(39,13)	-
Net Profit/ (Loss) Before Tax	218.55	532.05
Tax Expenses
- Current Tax	(78.60)	(153.00)
- Excess/( Short) Provision in earlir year	6.38	(4.22)
Deferred Tax	(12-37)	(22.17)
Net Profit/ (Loss) After Tax	133.96	352.67
Opening Balance of Profit & Loss A/c	1386.58	1033.91
Add: Profit/ (Loss) for the year	133,96	352,66
Transfers:
- Genera! Reserves
Closing Balance of Profit & Loss A/c	1520.54	1386.58
Earnings per share
- Basic	5.20	12,88
- Diluted	5.20	11.87

PERFORMANCE OF THE COMPANY:

On standalone basis, total revenue for the financial year under review was Rs. S434.25 Lakhs as against Rs. 7769.62 Lakhs for the previous financial year registering an increase of Rs. 664.63 Lakhs.

The profit before tax was Rs. 218,55 Lakhs and the profit after tax was Rs. 133.96 Lakhs for the financial year under review as against Rs. 532,05 Lakhs and Rs.352.67 Lakhs respectively reported for the previous financial year.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change m the nature of any business of the company during the financial year under review,

MATERIAL CHANGES AND COMMITMENTS

* CHANGE OF NAME

Pursuant to Section 13 and other applicable provisions and rules, if any, of the Companies Act, 2013, the Board has passed the Resolution for Change in the name of Company from "Jakharia Fabric Private Limited" to "Jakharia Fabric Limited" in the Extra-ordinary General Meeting of the Company held on April 20, 2018. Subsequently, Registrar of Companies, Maharashtra has issued a fresh certificate of incorporation dated April 27, 2018 certifying the change of name of Company as per Rule 29 of the Companies (Incorporation) Rules, 2014.

The approval of members was accorded for the conversion of the status of the Company from Private Limited Company to Public Limited Company pursuant to Section 14 and other applicable provisions and rules, if any, of the Companies Act, 2013,

* INITIAL PUBLIC OFFER/ LISTING OF SECURITIES

On April 27, 201S the company has received certificate of incorporation consequent upon conversion to public limited company. Further on June 01, 2013 the company has also received In principle approval for Initial public issue of 10,92,000 as NSE emerge (being the SME platform of NSE} from National Stock Exchange of India limited.

DIVIDEND

To conserve resources for future, your Directors do not recommend any dividend for the financial year under review.

We currently intend to invest our future earnings, if any, to fund our growth. The amount of our future dlvidendpayments, if any, will depend upon our future earnings, financial condition, cash flows, working capitalrequirements and capital expenditures-

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 1Z5(2) of the Companies Act, 2013 do not apply as there was no dividend declared during past years.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 {3] (J) OF THE COMPANIES ACT, Z013

The Directors do not propose to transfer any amount to Reserve. For the financial year ended 31st March20lS, no amount was carried to General Reserve Account.

SHARE CAPITAL

Following changes were made in the share capital of the company during the financial year(s) under review;

* The existing Paid up Preference Share Capital of Rs 23,33,300 /- consisting of 2,33,330 (Two Lac Thirty Three Thousand Three Hundred Thirty) Convertible Preference Shares of Rs lO/- each (Rupees Ten only) altered as 2,33,330 Equity shares of Rs 10/- each vide special resolution passed by Members in Extra ordinary General Meeting dated 05.03,2018

* The existing Authorized share capital of the company re-classified from 5,00,000 (Five Lakh) Preference Shares of R$,10/- (ten) each to 5,00,000 (Five Lakh) Equity Shares of Rs.10/-(ten) each making total Authorized Equity Share Capital to Rs. 350,00,000 (Rupees Three Crore fify Lakh only) divided into 35,00,000 [thirty five lakh) Equity shares of Rs.lO/-(Ten) each vide Special Resolution passed by Members in Extra Ordinary General Meeting dated 26.03,2013,

* After Re-classification, the Authorized Share Capita! of the Company Increased from existing Rs. 35O,00,000/- (Rupees Three Crore Fifty takh only) divided into 35,00,000 (Thirty Five Lakh} Equity Shares of Rs,10/- (Rupees Ten) to Rs.500,00,000 (Rupees Five Crore Only) divided into 50,00,000 (Fifty Lakh) Equity Shares of Rs.10/- (Rupees Ten) vide Special Resolution passed by Members in Extra Ordinary General Meeting dated 26 03.2018,

BUY BACK Of SECURITIES

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

SWEAT EQUITY

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

BONUS SHARES

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

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

DEPOSITS:

The company has not accepted any deposits during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review details of appointment and registration of Directors & KMPs are as under:

The details regarding our Board are set forth hefow:

(1)

Name, Current Designation, Address&DlN	Mr, Jignesh Shah- Chairman & Executive Director Address: B-1201, E-6, Sarvodaya Height, Jain Mandir Road, Muiund (West), Mumbai - 400 080, Maharashtra. DIN: 00256315
Date of appointment as Director:	June 22, 2007
Date of appointment as Chairman and Executive Director:	March 27 , 2018
Term:	Appointed as Chairman and Executive Director for a period of Three years i.e, till March 26, 2021,
Occupation:	Business
Nationality	Indian
Age	38
Other directorship	Jakharra Synthetics Pvt, Ltd.

(2)
Name, Current Designation, Address & DIN	Mr. Nitin Shah - Managing Director Address: 605, B-2, Mandir Surksha CH5, Nahur Village Road, Near Sarvodaya Nagar, Mulund {West], Mumbai -400 080, Dl Mr 018693 IS
Date of appointment as Director:	April 13, 200S
Date of appointment as Managing Director:	March31,201S
Term:	Appointed as Managing Director for a period of Five years i.e. till March 30, 2023.
Occupation:	Business
Nationality	Indian
Age	41 Years
Other director ship	Nil

(3)
Name, Current Designation, AddressSDJN	Mr Dixit Shah -Whole-time Director Address: S04 Tower 1, Runwal Anthurium, LB,S. Marg, Mulund (West), Mumbai - 400 080, DIJM: 01911262
Date of appointment as Director:	April 04, 2008
Date of appointment as Whole Time Director:	March 31, 201S
Term:	Appointed as Whote- time Director for a period of Five years i.e, tifl March 30, 2023
Occupation:	Business
Nationality	Indian
Age	34 Vears
Other directorship	Nil

(4)
Name, Current Designation, Address&DlN	Mr HImatlal Shah- Whole-time Director Address: B-1201, E-6,sarvodaya Height, Jain Mandir Road, Mulund W, Mumbai - 400080, Maharashtra. DIN: 02415630
Date of appointment as Director:	June 22, 2007
Date of appointment as Whole Time Director;	March 3 1,2018
Term:	Appointed as Whole- time Director for a period of Five years i.e. till March 30, 2023,
Occupation:	Business
Nationality	Indian
Age	65 years
Other directorship	Jakharia Synthetics Pvt Ltd.

(5]
Name, Current Designation, Address&DIN	Mr. Manekchand Shah - Whole-time Director Address: I3-A-4, Gopal Nagar, Btock Mo. 402, 4th Floor, Kalyan Road, Bhiwandi, Thane- 421 302. DIM: 01911237
Date of appointment as Director:	Aprti 18, 2008
Date of appointment as Whole Time Director;	March 31, 2018
Term;	Appointed as Whole- time Director for a period of Five years i.e. tilf March 30, 2023.
Occupation:	Business
Nationality	Indian
Age	62 Years
Other directorship	Nil

(6)
Name, Current Designation, Address&DIN	Mrs. RajashriKovif - Non- Executive Independent Director Address: 15/304, Indradarshan Oshiwara, Andheri [West], Mumbai-400053 DIN: 07011925
Date of Appointment as Additional Non- Executive Independent Director:	Aprii 12, 2013
Date of Appointment as Non-Executive Independent Director;	April 20, 20 I8
Term:	Appointed as Non -executive Independent Director for a period of Five years i.e. Till April 19, 2023
Occupation:	Freelancer
Nationality	Indian
Age	43 Years
Other directorship	1) Model Watch India Pvt. Ltd. 2) Model World India Pvt, Ltd

(7)
Name, Current Designation, Address & DIN	Mr. Anant Sawant- Non-Executive independent Director Address: 11 Arunoday, Opp. Pushtipati Ganesh Mandir, Odhav Nagar, Borivali East, Mumbai - 400 066 DiN: 08093208
Date of Appointment as Additional Non- Executive Independent Director:	Aprjf 12, 2018
Date of Appointment as Non-Executive Independent Director:	April 20, 2018
Term:	Appointed as Non-executive Independent Director for a period of Five years i.e. tilt April 19, 2023
Occupation:	Consultant
Nationality	Indian
Age	68 Years
Other Directorship	Nil

(8}
Name, Current Designation, Address&DJN	Mr. Mukul Vora - Non-Executive independent Director Address: 701, Sujal Building, Cotatge Lane of S.V. Road, Near Danabhai Jeweilers, Santacruz West, Mumbai - 400 054 DiN:0810S391
Date of Appointment BS Additional Non- Executive Independent Director:	April 12, 2018
Date of Appointment as Nan-Executive Independent Director:	April 20, 2018
Term:	Appointed as Non-executive Independent Director far 3 period of Five years i.e. till April 19, 2023
Occupation:	Professional
Nationality	Indian
Age	60 years
Other directorship	Nii

The Board of Director in their meeting held on April 12, 2018 appointed Mr. Manoj Kumar Tiwarl as Chlef Financial Officer (CFQ) of the Company under Section 203 of Companies Act, 2013.

Mr Bhavin Waghela was appointed as Company Secretary & Compliance Officer and key managerial personnel under section 203 of Companies Act, 2013 by the Board of Directorsof the Company in their meeting held on April 12, 2018,

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6} of the Companies Act, 2013 and Regulaticn 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,

CONSTITUTION OF COMMITTEES

AUDIT COMMITTEE

The Company has constituted an Audit Committee on 27.04,2018 [n accordance with Section 177(1) of the Cornpanies Act, 2013, the details of which have been provided on www.jakhariafabric.com forming part of this Annual Report, There has been no instance where the Board of Directors had not accepted any recommendation of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee on 27,04,2018 in accordance with Section 17S of the Companies Act, 2013, the details of which have been provided on www.jakhariafabric.com forming part of this Annual Report,

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has constituted Stakeholder relationship Committee on 27 04,2018 in accordance with Section 17S of the Companies Act, 2013, the details of which have been provided on wwwj3khariafabric.com forming part of this Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of Section 134 of Companies Act, 2013, Directors, to the best of their knowledge and belief, state that —

(i) In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(iij 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 at the end of the financial year and of the profit of the Company for the year ended on that period;

(iii) 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;

(iv} in the preparation of the annual accounts the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(v) 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 at the end of the financial year and of the profit of the Company for the year ended on that period;

(vi) 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;

(vii) the directors have prepared the annual accounts on a going concern basis;

(viii) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(ix) the directors have devised proper systems to ensure compfiance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that the Secretarial Standards issued by the Institute of Company -

Secretaries of India, have been complied with.

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31st March, 2013 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

DISCLOSURE UNDER RULE 8 (i) (5) (ix)Of COMPANIES (ACCOUNTS! RULES. 2014;

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is NOT APPLICABLE to the company hence such accounts and records are not maintained by the company.

PERFORMANCE EVALUATION OF THE DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance as well as of its Committees thereof and of the Directors individually.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and KMPs on 27.04 2018, The Remuneration Policy provided on www.lakhariafabric.com forming part of this Annual Report,

EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of Section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report,

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2017-18, (11) board meetings were held in compliance of provisions of the Section 173 of Companies Act, 2013 which is summarized below.

SN	Date of Meeting	Board Strength	No. of Directors Present
1	02,05.2017	5	5
2	13,07.2017	5	5
3	30,08.2017	5	5
4	29.09,2017	5	5
5	30.11.2017	5	5
6	12.02.2018	5	5
7	22,02.2018	5	5
8	08.03,2018	5	5
9	27.03.2018	5	5
10	28.03.2013	5	5
11	30.03.2013	5	5

AUDIT COMMITTEE RECOMMENDATIONS

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

STATUTORY AUDITOR:

At the 9fh Annual General Meeting held on 30th September, 2016, M/s. SHAH SHROFF & ASSOCIATES, Chartered Accountant (Firm Reg, No: 12S920W) were appointed as Statutory Auditor''s of the Company to hold office for a term of 4 years i.e. from the conclusion of Annual General Meeting held for the Financial year ended 2016 until the conclusion of Annual General meeting to be held for the financial year ended 2020. In terms of the first proviso to Section 139 of the Companies Act, 2013, (he appointment of the Auditors shall be placed for ratification at every Annual General Meeting of the Company. Accordingly, the appointment of M/s, SHAH SHROFF & ASSOCIATES, Chartered Accountants, as Statutory Auditors of the Company, shall be placed for ratification by the Shareholders at forthcoming Annual General Meeting of the Company. In this regard the Company has received a Certificate from the Auditors to the effect that if their appointment is ratified by shareholders, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013,

A suitable resolution for ratification of their Appointment as Statutory Auditors for the Financial Year 2018-19 is included in the Notice of the 11th AGM.

Considering applicability of the provisions of Section 40 of the Companies (Amendment) Act, 2017 notified with effect from 7th May, 2013, as notified by the Ministry of Corporate Affairs, the requirement of ratification of appointment of Auditors by Members at every AGM has been omitted.

However, considering the resolution passed at the 10th AGM, the Board as an abundant caution recommends the ratification of the Statutory Auditor at this AGM and the Board is of the opinion that no ratification for the appointment of the Statutory Auditors would be required from next AGM and they shall continue to hold office of Statutory Auditors till the conclusion of the 13th AGM of the Company,

There is no audit qualification, reservation or adverse remark for the year under review,

SECRETARfAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder the secretarial audit were not applicable to the Company for the year ended on March 31, 2018,

PREVENTION OF SEXUAL HARRASMENT OF WOMEN AT WORKPLACE

Pursuant to the provisions of Section 22 of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition & Redressal) Act, 2013 read with Rules made thereunder, the Company had formulated and adopted a Policy on Prevention of Sexual Harassment at Workplace. The Company has not received any complaint of sexual harassment during the year under review.

RJSK MANAGEMENT POLICY

Your Company has implemented mechanism to identify, assess, monitor and mitigate various risks and has formulated a Risk Management Poficy. The Audit Committee and the Board of Directors are informed of the Risk assessment and minimization procedures.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not formed Corporate Social Responsibility Committee in Compliance with Section 135 of the Companies Act, 2013 read with the Companies [Corporate Social Responsibility Policy] Rules, 2014. Hence the statutory disclosure In accordance with Schedule VII of the Act and Rule 9 of the Companies [Corporate Social Responsibility] rules, 2014 has not been made.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantee and Investments covered under section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements if any.

RELATED PARTY TRANSACTIONS

All related party transactions during the year were on arm''s length basis and not in conflict with the interest of the Company, The particulars of the said transactions along with other contracts/arrangements are also briefed in the Notes to the financial statement which sets out related party disclosures, A Statement containing particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 1S8 of the Companies Act, 2013 including certain arms'' length transactions in prescribed form AQC-2 is annexed as Annexure-B

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed through the following portal link; www. iakhariafabric.com

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which Is applicable to the Members of the Board and specified employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behavior in any form and the Board has laid down certain directives to counter such acts. Such code of conduct has also been placed on the Company''s website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to Integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. A declaration to this effect signed by the Managing Director of the Company appears elsewhere in this annual report,

PARTICULARS OF EMPLOYEES PURSUANT TO THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014;

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is not applicable for the financial year under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism Policy/ Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. Staying true to our core values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder Responsibility. The said Policy ensures that strict confidentiafity is maintained in respect of whrstle blowers whilst dealing with concerns and also specified that no discrimination will be meted out to any person for a genuinely raised concern. The Policy on Vigil Mechanism/Whrstfe Blower Mechanism may be accessed through website of the Company viz, www.iakhahafabric.corn

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY;

All the necessary details about Subsidiary / JV / Associate Company are attached herewith in Form No, AOC-lfAnnexure-B)

STATUTORY DISCLOSURES

A statement containing salient features of the financial statement of the associates in the prescribed Form AOC-1 is annexed to this Report. The audited financial statements of the said companies will be kept for inspection by any Member of the Company at its Registered Office during business hours and as per the provisions of Section 136(1) of the Companies Act, 2013, a copy of the same will be made available to any shareholder on request.

A Cash How Statement for the Financial Year 2017-18 fs attached to the Balance Sheet

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

A, Conservation of Energy:

We continue to strengthen our energy conservation efforts, We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services. Although the equipment used by the Company being in the business of trading of the products of the Company are not energy sensitive by their very nature, stiff the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipment purchased by the Company strictly adhere to environmental standards, and they make optimum utilisation of energy.

The Company has also put in place the continuous process of identifying and replacing in a phased manner, the machrnery used like Computers, Air Conditioners and UPS etc,, which are low in efficiency.

B. Research and Development (R&D);

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

C. Technology absorption, adaptation and innovation:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services. The management of your Company is focused on the ongoing process of technology up gradation, and reinvention of business mode! of your Company, as and when required.

D. Foreign exchange earnings and Outgo:

Outgo	6,91 Lakhs
Earnings	Nil

RISK MANAGEMENT:

Risk management is the identification, assessment and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk management''s objective is to assure uncertainty which does not deviate the endeavor from the business goals. The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework,

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedure. The Company''s internal financial control system is commensurate with its size, scale and complexities of its operations.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND OPERATIONS OF THE COMPANY

During the year under review there are no significant or material orders passed by any Regulator, Court or Tribunal against the Company, which could impact its going concern status or operations.

CAUTIONARY STATEMENT

Statements in this Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially frorn those expressed or implied. Important factors that could make difference to the Company''s operations include changes in the government regulations, developments in the infrastructure segment, tax regimes and economic developments within India or abroad.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record their sincere appreciation, for the contribution made by the employees at all levels for their hard work and support, your Company''s achievements would not have been possible without their efforts. Your Directors also wish to thank all Shareholders, Clients, Government and Regulatory authorities and Stock Exchanges, financial authorities, customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors also thank the Ministry of Corporate Affairs, stakeholders, advocates, solicitors and business associates for their continuous support,

By and on behalf of the Board of Directors of
JAKHARIA FABRIC LIMITED	C1N: U17200MH2007PLC17I939
JIGNESH SHAH	NITIN SHAH
CHAIRMAN & EXECUTIVE DIRECTOR	MANAGING DIRECTOR
DIN::01869318 DIN:018G9313
Place: THANE
Date: 7th July 2018

ANNEXED TO THIS REPORT

1	ANNEXURE-A	EXTRACT OF ANNUAL RETURN IN FORM MGT-9
2	ANNEXURE-B	A STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTQF SUBSlDIARIES/ ASSOCIATE COMPANIES/JOINT VENTURES IN PRESCRIBED FORM AQC-1
3	ANNEXURE-C	FORM FOR DISCLOSURE OF PARTICULARS OF CONTRACTS/ ARRANGEMENTS ENTERED INTO BY THE COMPANY WITH RELATED PARTIES REFERRED TO (N 5UB5ECT!ON(1) OF SECTION 13S OF THE COMPANIES ACT, 2013INCLUD1NG CERTAIN ARM''S LENGTH TRANSACTIONS fN PRESCRIBED FORM AOC-2

Annexure-A

FORM NO. MGT9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration} Rules, 2014

I. REGISTRATION & OTHER DETAILS:

1.	ON	U172QOMH2007PLC171939
2.	Registration Date	22/06/2007
3,	Name of the Company	JAKHARfA FABRIC LIMITED ( Formerly known as Jakharia Fabric Private Limited)
4.	Category/Sub- category of the Company	Indian Non -Government Company (Company limited by shares]
5,	Address of the Registered off fee & contact details	OFFICE NQ.1224, DEOJI NAGAR, NARPOLI VILLAGE, BHIWANDI, THANE - 421302. Tel No; 91-25-2227 8892 Email: [email protected]
6,	Whether listed company	Prospectus has been fifed on 21,06.2018.
7.	Name, Address & contact details of the Registrar & Transfer Agent, if any,	BIG5HARB SERVICES PRIVATE LIMITED 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwarra Road, Marol Andheri East, Mumbai - 400 059 Tel No: 91 - 22 - 6263 3200;

II. PRINCIPAL BUSINESS ACTIVFTIES OF THE COMPANY (AN the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S.NO,	Nane and Description of main products / services	NIC Code of the Product/service	% to total turnover of the company
	Manufacture of other textiJes/textife products n.e.c. [Job work)	13999	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

s. No.	Name and Address of the Company	CIN/GLN	% of Shares held	Applicable Section
1)	M/s Jakharia Industries	N.A.	83% share in profit	Section 129(3} of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014

IV. SHARE HOLDING PATTERN

A) (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Share Holding ____ ______

Category of Shareholders	No, of Shares held at the beginning of the year[As on 3 1- March -2017 J				No. of Shares held at the end of the year [As on 31-March-2018]				% Change during the year
	Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	% of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF	0	2123500	2123500	77.54	0	2123500	2123500	71.45	0
b) Central Govt	0	0	0	0	0	0	0	0	0
C) State Govt(s)	0	0	0	0	0	0	0	0	0
d) Bodies Corp,	0	615000	615000	22.46	0	615000	615000	20.69	0
e) Banks /Fl	0	0	0	0	0	0	0	0	0
f) Any other	0	0	0	0	0	0	0	0	0
2J Foreign Holdings
a) Individual	0	0	0	0	0	0	0	0	0
bj Body Corporate	0	0	0	0	0	0	0	0	0
Total shareholding of Promoter (A}	0	2738500	2738500	100	0	2738500	2738500	92.15	0

Category of Shareholders	No, of Shares held at the beginning of the year[As on 31-March-2017j				No, of Shares held at the end of the year[As on 31-March-201S]				% Chang e during the year
	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	%of Total Shares
B. Public Shareholding
1- Institutions
a} Mutual Funds	0	0	0	0	0	0	0	0	0
b} Banks /Fl	0	0	0	0	*O	0	0	0	0
c} Central Govt	0	0	0	0	0	0	0	0	0
d} State Govt(s)	0	0	0	0	0	0	0	0	0
e) Venture Capital Funds	0	0	0	0	0	0	0	0	0
f} Insurance Companies	0	0	0	0	0	0	0	0	0
g) FIIs	0	0	0	0	0	0	0	0	0
h) Foreign Venture Capital Funds	0	0	0	0	0	0	0	0	0
f) Others (specify)	0	0	0	0	0	0	0	0	0
Sub-totaf (B) (1)	0	0	0	0	0	0	0	0	0

2. Non-Institutions
a) Bodies Corp,
i) Indian	0	0	0	0	0	0	0	0	0
iJj Overseas	0	0	0	0	0	0	0	0	a
b) Individuals
[} Individual shareholders holding nominal share capital up to Rs, 1 lakh	0	0	0	0	0	233330	233330	7.85 %	0
ii) Individual shareholders holding nominal share capital En excess of Rs 1 lakh	0	0	0	0	0	0	0	0	0
c) Others {specify)	0	0	0	0	0	0	01	0	0
Non Resident Indians	0	0	0	0	0	0	0	0	0
Overseas Corporate Bodies	0	0	0	0	0	0	0	0	0
Foreign Nationals	0	01	0	0	0	0	0	0	0
Clearing Members	0	0	0	0	0	0	0	o	0
Trusts	0	0	0	0	0	0	0	0	0
Foreign Bodies - D R	0	0	0	0	0	0	0	0	0
Sub-total (B)(Z):-	0	0	0	0	0	0	0	0	0

Category of	No, of Shares held at the beginning				No. of Shares held at the end of the				% Change during the year
Shareholders	of the year[As on 31-March-2017]				year (As on 31-March-20l8]
	Demat	Physical	Total	% of Total Shares	Dernat	Physical	Total	% of Total Shares
Total Public	0	0	0	0	0	0	0	0	0
Shareholdin
(B)=(B)(1)
(B)(2)
C. Shares	0	0	0	0	0	0	0	0	0
held by
Custodian
for GDRs &
ADRs
Grand Total (A B C)	0	273S500	2738500	100	0	2971830	2971830	100	0

8] (Preference Share Capital Breakup as percentage of Total Preference Equity) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the yearfAs on 31- March- 2017]				No. of Shares held at the end of the year[As on 31-March-2018				% Chang e during the year
	Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares
A. Promoters
(1) Indian
a) Individual/ HUF	0	0	P	0	0	0	Q	-0	0
hj Central Govt	0	0	0	0	0	0	0	0	0
cj State Govt(s)	0	0	0	0	0	0	0	0	0
d) Bodies Corp,	0	0	0	0	0	0	0	0	0
e) Banks /Fl	0	0	0	0	0	0	0	0	0
f) Any other	0	0	0	0	0	0	0	0	0

Category of Shareholders	No- of Shares held at the beginning of the yearjAs on 31-March-2017]				No. of Shares held at the end of the year{As on 31-March-2018]				% Chang e during the year
	Demat	Physical	Total	%oi Total Shares	Dem at	Physical	Total	%of Total Shares
2) Foreign Holdings
cj Individual	0	0	0	0	0	0	0	0	0
d} Body Corporate	0	0	D	0	0	0	D	0	0
Total shareholding of Promoter {A)	0	0	0	0	0	0	0	0	0
B, Public Shareholding
1, Institutions
a} Mutual Funds	0	0	0	0	0	0	0	0	0
hj Banks / Fl	0	0	0	0	0	0	0	0	0
c) Centra] Govt	0	0	0	0	0	0	0	0	0
dj State Govt(s)	0	0	0	0	0	0	0	0	0
e) Venture Capital Funds	0	0	0	0	0	0	0	0	0
f] Insurance Companies	0	0	0	0	0	0	0	0	0
g) FIIs	0	0	0	0	0	0	0	0	0
h) Foreign Venture Capital Funds	0	0	0	0	0	0	D	0	0
i) Others (specify)	0	0	0	0	0	0	Q	0	0
Sub-total {B)(l)r-	0	0	0	0	0	0	0	0	0

Category of Shareholders	No. of Shares held at the beginning of the year(As on 31- March -2 017]				No. of Shares held at the end of the year [As on 31 -March- 201 8]				% Chang e during the year
	Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares
2. Non-Institutions
a) Bodies Corp.
i} Indian	0	2,33,330	2,33,330	100	0	0	0	0	0
ii) Overseas	0	0	0	0	0	0	0	0	0
b) Individuals
i) individual shareholders holding nominal share capital up to Rs. 1 lakh	0	0	0	0	0	0	0	0	0
ii) Individual shareholders hofding nominal share capital in excess of Rs 1 lakh	0	0	0	0	0	0	0	0	0
c) Others (specify)	0	0	0	0	0	0	0	0	0
Won Resident Indians	0	0	0	0	0	0	0	0	0
Overseas Corporate Bodies	0	0	0	0	0	0	0	0	0
Foreign Nationals	0	0	0	0	0	0	0	0	0
Clearing Members	0	0	0	0	0	0	0	0	0
Trusts	0	0	0	0	0	0	0	0	0
Foreign Bodies -DR	0	0	0	0	0	0	0	0	0
Sub-total (B}(2):-	0	2,33,330	2,33,330	100	0	0	0	0	0

Category of Shareholders	No. of Shares held at the beginning of the year[As on 31-March-2017]				No, of Shares held at the end of the year[As on 31-March-2018]				% Chang e during the year
	Dem at	Physical	Total	Wof Total Shares	Demat	Physical	Total	%of Total Shares
Total Public Shareholding {BHB](1] (B)(2}	0	0	0	0	0	0	0	0	0
C. Shares held by Custodian for GDRs & AORs	0	0	0	0	0	0	0	0	0
Grand Total {A B C}	0	2,33,330	2,33,330	100	0	0	0	0	0

B) Shareholding of Promoter-

s N	Shareholder'' s Name	Shareholding at the beginning of the year	ding at the end of the year	inning of	Shareholding	ding at the em	j of the year
		No. of Shares	% of total Shares of the company	%of Shares Pledged / encurnbere d to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbere d to total shares
1	Himmatlal Shah	474500	17.33	0	474500	15,97	0
2	Jignesh Shah	137000	5.00	0	137000	4.61	0
3	Mitin Shah	467000	17.05	0	467000	15,71	0
4	Dixit Shah	347000	12.67	0	347000	11,68	0
5	Manekchand Shah	317000	11.58	0	317000	10.67	0
6	Champaben Shah	225000	8.22	0	22SOOO	7.57	0
7	Jakharia Synthetics Pvt. Ltd,	615000	22.46	0	615000	20.69	0
8	Suryaben Shah	60000	2,19	0	60000	2.02	0
9	Kantaben Shah	21000	0,77	0	21000	0,71	0
10	ShejalShah	75000	2.74	0	75000	2.52	0
TOTAL :	2733500	100%	0	2738500	92.15%	0

CJ Change In Promoters'' Shareholding (please specify, if there is no change)

SI	Particulars	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
	Nil

D) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

SN	For Each of the Top 10 Shareholders	Shareholding beginning of the year		Cumulative Shareholding during the year
		No- of shares	% of total shares of the company	No. of shares	% of total shares of the company
	Nil

E) Shareholding of Directors and Key Managerial Personnel:

SN	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Cumulative Shareholding during the year
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
Jignesh Shah
	At the beginning of the year	137000	4.61%
	Date wise increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc,}:
	At the end of the year	13 7000	4.61%	137000	4.61%
Nitin Shah
At the beginning of the year		467000	15.71%
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
At the end of the year		467000	15.71%	467000	15,71%

SN	Shareholding of each Directors and each Key Managerial Personnel	Shareholding at the beginning of the year		Cumulative Shareholding during they ear
		No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
Manekchand Shah
At the beginning of the year		317000	10,67%
Date wise Increase / Decrease m Shareholding during the year specifying the reasons for increase /decrease [e.g. allotment / transfer / bonus/ sweat equity etc,):
At the enct of the year		317000	10-67%	317000	10.67%
Dixit Shah
At the beginning of the year		347000	1168%
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc.):
At the end of the year		347000	11.68%	347000	11,68%
HimmatJal Shah
At the beginning of the year		474500	15.97%
Date wise Increase / Decrease In Shareholding during the year specifying the reasons for increase /decrease (e.g, allotment / transfer / bonus/ sweat equity etc.):
At the end of the year		474500	1S.97W	474500	15,97%

V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

	Secured loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount	9,59,45,516	13,28,01,571	-	22,87,47,087
ii) interest due but not paid		-	-	-
iilj Interest accrued but not due		-	-	-
Total (I ii iii)	9,59,45,516	13,28,01,571	-	22,87,47,087
Change in Indebtedness durjng the financial vear
* Addition	1,8435,575	-	-	1,84,36,575
* Reduction	-	(68,60,535)	-	(63,SO,535)
Net Change	1,84,36,575	(63,60,535)	-	1,15,76,040
Indebtedness at the end of the financial year
i) Principal Amount	11,43,82,091	12,59,41,036	-	24,03,23,127
Uj Interest due but not paid		-	-
lii) Interest accrued but not due		-	-
Total {i ii fiij	11,43,82,091	12,59,41,036	-	24,03,23,127

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN.	Particulars of Remuneration	Name of MD/WTD/ Manager					Total Amount
		Himmatlal Shah	Dixit Jignesh Shah Shah		Manekchand Shah	Nitin Shah
1	Gross salary
	(a) Salary as per provisions contained In section 17(1) of the Income-tax Act, 1961	50,00,000	50,00,000	50,00,000	50,00,000	1,00,00,000	3,00,00,000
	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
2	Stock Option	~		-	1		-
3	Sweat Equity	-	-	-			-
4	Commission - as % of profit - others, specify...
5	Others, please specify
	Total (A)	50,00,000	50,00,000	50,00,000	50,00,000	1,00,00,000	3,00,00,000
	Catling as per the Act

B. Remuneration to other directors

SN.	Particulars of Remuneration	Name of Directors	Total Amount
	Independent Directors	NA	NA
	Fee for attending board committee meetings	NA	NA
	Commission	NA	NA
	Others, please specify	NA	NA
	Total (1)	MA	NA
2	Other Non -Executive Directors	NA	NA
	Fee for attending board committee meetings	NA	NA
	Commission	NA	NA
	(Others, please specify	NA	NA
	Total (2)	NA	NA
	Totaf (BH142)	NA	NA
	Total Managerial Remuneration	NA	NA
	Overall Ceiling as per the Act	-	-

C.REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

SN	Particulars of Remuneration	Key Managerial Personnel
		CEO	CS	CFO	Total
1	Gross salary
	(a) Salary as per provisions contained in section 17(1} of the income-tax Act, 1961	NA	NA	NA	NA
	(b) Value of perquisites u/s 17(2) fncome-tax Act, 1961	NA	NA	NA	NA
	(c] Profits in Jieu of salary under section 17(3) Income-tax Act, 1961	NA	NA	NA	NA
2	Stock Option	NA	NA	NA	NA
3	Sweat Equity	NA	NA	NA	NA
4	Commission	NA	NA	NA	NA
	- as % of profit	NA	NA	NA	NA
	others, specify.,.	NA	NA	NA	NA
5	Others, please specify	NA	NA	NA	NA
	Total	NA	NA	NA	NA

VII, PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A, COMPANY

Penalty	None
Punishment
Compounding

B. DIRECTORS

Penalty	None
Punishment
Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty	None
Punishment
Compounding

By and on behalf of the Board of Directors of
JAKHARIA FABRIC LIMITED
CIN: U17ZOOMHZ007PLC171939
JIGNEsffsfcAH	NITIN SHAH
CHAIRMAN & EtfrdmlVE DIRECTOR	I MANAGING DIRECTOR
DIN: 00256315	DIN:018G931S
Place: THANE
Date: 7th July 2018

[Pursuant to first provision to sub-section (3) of section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014]

Statement containing salient features of the financial statement of Subsidiaries/Associate

Companies/Joint Ventures

Part ''B" ; Associate and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates / Joint Ventures	JAKHARIA INDUSTRIES
1. Latest Audited Balance Sheet Date	31/03/2018
2. Shares of Associate/ Joint Ventures held by the Company on the year end
No. of Shares	N.A.
> Amount of Investment in Associates/ Joint venture	Rs.l4,S2,25,354/-
Extend of Holding %	38% share in profft
3. Description of how there is significant influence	Investment in Partnership firm
4. Reason why the associate joint venture is not consolidated	NA
5. Net worth attributable to Shareholding as per latest audited Balance Sheet	NA
6, Profit / Loss for the year
> Considered in Consolidation
> Mot Considered in Consolidation	N.A,

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (l) of Section 188 of the Companies Act, 2013 inchidrng certain arms'' length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm''s length basis: -

SL No.	Particulars	Details
a)	Name fsj of the related party & nature of relationship	NIL
b)	Nature of contracts/arrangements/transaction
t}	Duration of the contracts/arrangements/transaction
d)	Salient terms of the contracts or arrangements or transaction including the value, if any
e)	Justification for entering into such contracts or Arrangements or transactions
f)	Date(s) of approval by the Board
S)	Amount paid as advances, if any
h)	Date on which the special resolution was passed fn general meeting as required under first proviso toSection 188

2. Details of material contracts or arrangements or transactions at Arm''s length basis.

SL	Particulars	Details
No.
aj	Name (s) of the related party & nature of relationship
b)	Mature of contracts/arrangements/transaction
c)	Duration of the contra cts/arrangements/transact ion
		Nil
d)	Salient terms of the contracts or arrangements or transaction including
	the value, if any
«0	Date(s) of approval by the Board
f)	Amount paid as advances, if any

By and on behalf of the Board of Directors of
JAKHARIA FABRIC LIMITED
CJN: U17290MH2007PLC171939
JIGNESHSHAH	NITIN SHAH
CHAIRMAN & EXECUTIVE DIRECTOR	MANAGING DIRECTOR
DIN:00256315	DIN;0186931S
Place: THANE
Date: 7th July 2018