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Directors Report of Jaykay Enterprises Ltd.

Mar 31, 2023

The Directors have pleasure in presenting their 77^th (Seventy Seventh) Annual Report on the business and operations of your Company i.e. Jaykay Enterprises Limited (âthe Companyâ) along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

			(INR in Lakhs)
	Standalone		Consolidated
Particulars	FY ended March 31, 2023	FY ended March 31, 2022¹	FY ended March 31, 2023	FY ended March 31, 2022¹
Revenue from operations	29.70	15.40	4695.53	1070.15
Other income	1262.74	430.50	1170.29	412.74
Total income	1292.44	445.90	5865.82	1482.89
Total expenditure	485.47	433.95	4471.62	1196.44
Operating profit	806.97	11.95	1394.19	286.45
Less: Finance cost	-	-	105.66	18.72
Profit before depreciation, Exceptional & Extraordinary items, tax and share of (profit)/loss in Associates	806.97	11.95	1288.53	267.73
Less: Depreciation/ Impairment and amortisation	25.64	18.09	158.44	18.11
Profit before Exceptional items & Extraordinary items, tax and share of (profit)/loss in Associates	781.33	(6.14)	1130.10	249.62
Exceptional items	-	73.00	-	73.00
Tax expenses	2.59	-	278.82	64.50
Net profit / (loss) after tax and before share of (profit) / loss in Associates	778.74	(79.14)	851.28	112.12
Share of profit / (loss) in Associates	-	-	(24.56)	1645.94
Net profit / (loss) after tax	778.74	(79.14)	826.72	1758.06
Other comprehensive income / (loss)	1299.94	371.05	1299.94	371.44
Total comprehensive income / (loss)	2078.68	291.91	2126.66	2129.50
Earnings per equity share
Basic (INR)	1.58	(0.17)	1.43	3.70
Diluted (INR)	1.44	(0.16)	1.31	3.34

Further, your Company at its Extraordinary General Meeting (âEGMâ) held on May 07, 2022 amended its object clause of the Memorandum of Association of the Company (âMOAâ) with the insertion of clauses w.r.t. Defence & Aerospace Sector (as the new lines of business) with a view to make the activities of the Company diversified and profitable.

In addition your Company has also amended its object clause of the MOA w.r.t running of Hotel, Club, Resort and Lounge and other allied hospitality related activities as the new lines of business.

Your Company also proposes to diversify into Real Estate activities and will move forward by developing its own Land Bank or through Joint Venture, Joint Development Model, Development Model (DM) acting as Project Management Consultant, Real Estate Management and other allied activities.

State of affairs post FY 22-23

Subsequent to the close of financial year 2022-23, the Board of Directors at their meeting held on May 29, 2023 has provided in-principal approval for the merger of business of SGE into the Company.

In addition, your Company has incorporated two Wholly Owned Subsidiary i.e. JK Defence & Aerospace Limited (CIN: U26515DL2023PLC416434) on July 03, 2023 with the object to undertake the business of manufacturing of precision turned components and all type of engineering goods for the defence, aerospace and other allied industries including trade and deal in all kinds of products related to Defence and Aerospace equipments and JK Digital & Advance Systems Private Limited (CIN: U26204DL2023PTC417784) on July 27, 2023 with the object to undertake the business of Digital and Technical Consultancy Services, 3D Scanning, create Software Engineering Lab for gaining deep insight into the field of software technology, design, develop and market software products for 3D and activities relating to software development for any industry.

In order to further expand and to allow the integration of existing business plans in a synergistic manner, your Company, through its wholly owned subsidiary i.e. JK Defence & Aerospace Limited (âJK Defenceâ) has acquired the 76.41% equity stake on July 09, 2023 in Allen Reinforced Plastics Private Limited (âAllenâ) which is engaged in the business of designing development, manufacturing, and testing of advanced composite engineering products made or composed of fibre glass, glass mat, plastic, resins etc. applications in defence/ aerospace/logistics & electrical industries and supplying critical components to key defence projects in the country, such as BrahMos, Pinaka, SMILE, Akash missiles etc. to defence undertakings such as DRDO, ISRO, OFB, BHEL, BDL. Accordingly, Allen Reinforced Plastics Private Limited has become a subsidiary of JK Defence and a step-down subsidiary of your Company with effect from July 09, 2023.

CONSOLIDATED: The Revenue from Operations was INR 4695.53 Lakhs for the year ended March 31, 2023 as compared to INR 1070.15 Lakhs in the previous year. The Companyâs profit for the year ended March 31, 2023 was INR 826.72 Lakhs as compared to INR 1758.06 Lakhs in the previous year.

STANDALONE: The Revenue from Operations was INR 29.70 Lakhs for the year ended March 31, 2023 as compared to INR 15.40 Lakhs in the previous year. The Companyâs profit for the year ended March 31, 2023 was INR 778.74 Lakhs as compared to loss of INR 79.14 Lakhs in the previous year.

3. PERFORMANCE OF THE SUBSIDIARY /ASSOCIATE COMPANY

As on March 31, 2023, the Company has one (1) unlisted material subsidiary named Neumesh Labs Private Limited and one (1) Associate Company, named Nebula3D Services Private Limited.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companyâs subsidiary and associates in Form AOC-1 forms part of this Annual Report.

Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standard 28 ( Ind AS-28 ) âInvestments in Associatesâ issued by The Institute of Chartered Accountants of India (ICAI) form part of the Annual Report and Accounts.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of its subsidiaries, are available on Companyâs website at https://www.jaykayenterprises.com/.

In terms of SEBI Listing Regulations, the Company has a policy in place for determining âmaterial subsidiaryâ.

The said policy is available on the website viz.. https://www.jaykayenterprises.com/Policies.html. Based on the audited financials of the Company for FY 2022-23, Neumesh Labs Private Limited, have been identified as material subsidiary of the Company for FY 2023-24 in terms of regulation 16(1)(c) and Regulation 24(1) of SEBI Listing Regulations.

â¢ Neumesh Labs Private Limited (Neumesh):

Neumesh, an unlisted material subsidiary of your Company is pursuing its business in 3D printing Software, further additive manufacturing Lab footprint etc.. In Neumesh the Center of Excellence (COE) for Hi-Tech Manufacturing established in Bangalore, became operational from March 30, 2022.

Neumesh, has also started its AM labs business. This is in line with various State Governments opening COE across engineering colleges and ITIsâ. GOI in its 2023 budget announcement stated its intentions to establish COEâs across the country. Considering, huge numbers of COEâs that will be established, the demand for high quality polymer printers for training purposes will be high. Therefore, Jaykay Enterprises Limited along with its eco system partners have indigenously developed a polymer printer JK Print 300 and JKPM3 series, a Powder Management System which was unveiled in IMTEX 23 Fair in Bengaluru. The initial customer response has been encouraging. The JK Print 300 Printer is suitable for usage in prototyping, consumer goods, Automobile, and architecture for low volume production. The machine is ideal for usage in low volume production and training of students and technicians. The JK PM 3 Powder Management System will optimize productivity and economics keeping in mind highest quality standards of parts produced by 3D metal printers. Neumesh, is working in tandem with the Governments Make in India program. Neumesh has started working on IAF prototyping projects and is looking closely at the MEA Oil & Gas market.

Revenue from Operations of Neumesh Labs Private Limited was INR 4338.18 Lakhs for the year ended March 31, 2023 as compared to INR 1054.75 Lakhs in the previous year and its profit for the year ended March 31, 2023 was INR 404.41 Lakhs as compared to profit of INR 182.26 Lakhs in the previous year.

â¢ Nebula3D Services Private Limited (Nebula):

Nebula, an Associate Company of the Company has improved performance and is projecting a 20% growth in the revenue. Nebula operates in the business of reverse engineering, plant scanning and modelling, which is showing an upward trend. During the year under review the turnover of Nebula3D Services Private Limited has been increased. However substantial increase in expenses resulted in increase in losses.

Revenue from Operations of Nebula3D Services Private Limited was INR 305.74 Lakhs for the year ended March 31, 2023 as compared to INR 264.48 Lakhs in the previous year and its loss for the year ended March 31, 2023 was INR 88.82 Lakhs as compared to loss of INR 63.82 Lakhs in the previous year.

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

Subsequent to the close of financial year 2022-23, your Company has incorporated two Wholly Owned Subsidiaries namely JK Defence & Aerospace Limited (CIN: U26515DL2023PLC416434) on July 03, 2023 and JK Digital & Advance Systems Private Limited (CIN: U26204DL2023PTC417784) on July 27, 2023.

Further, your Company, through its wholly owned subsidiary i.e. JK Defence & Aerospace Limited (âJK Defenceâ) has acquired the 76.41% equity stake in Allen Reinforced Plastics Private Limited (Allen) on July 09, 2023, as a result, Allen has become a subsidiary of JK Defence and a step-down subsidiary of the Company.

5. DIVIDEND

Your Directors have not recommended any dividend for the year under reporting.

6. TRANSFER TO RESERVES

The Directors have decided not to transfer any amount to the general reserve for the year under review.

7. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:

Subsequent to the close of financial year 2022-23, the Committee of Directors of the Company at their meeting held on June 26, 2023 has, considered and approved the allotment of 59,89,330 (Fifty Nine Lakh Eighty Nine Thousand Three Hundred Thirty) Equity Shares of Face Value of INR 1/- (Indian Rupees One) each, pursuant to conversion of warrants into equivalent number of Equity Shares, allotted on June 11, 2022 at the Issue Price of INR 65/- (Indian Rupees Sixty Five) each to the Promoter & Promoter Group, on preferential basis, pursuant to the exercise of options attached to the Warrants.

The allottees paid the warrant exercise price i.e. balance 75% of issue price amounting to INR. 29,19,79,837.5/-(Indian Rupees Twenty Nine Crore Nineteen Lakh Seventy Nine Thousand Eight Hundred Thirty Seven and Fifty paise only).

Accordingly, the issued and paid-up capital of the Company stands increased to INR 5,84,57,688/- (Indian Rupees Five Crore Eighty Four Lakh Fifty Seven Thousand Six Hundred Eighty Eight) consisting of 5,84,57,688 (Five Crore Eighty Four Lakh Fifty Seven Thousand Six Hundred Eighty Eight) equity shares of INR 1/- (Indian Rupees One) each after the close of financial year 2022-23.

Further the Board of Directors at their meeting held on July 09, 2023 considered and approved the proposal for raising of funds by way of the Rights Issue of Equity Shares, to eligible equity shareholders of the Company for a maximum amount not exceeding INR 150 Crores (Indian Rupees One Hundred Fifty Cores).

For more details, please refer Point No. 9 of this Directorsâ Report.

8. CHANGE IN THE NATURE OF THE BUSINESS

The Board of Directors of the Company in its meeting held on 13^th August 2021 decided to permanently close its Registrar and Share Transfer Agent activities subject to completion of the necessary formalities in accordance with the SEBI (Registrars to an Issue and Share Transfer Agents) Regulations, 1993. Further, the Company appointed Alankit Assignments Limited as the Registrar & Share Transfer Agents (RTA) of the Company.

With a view to make the activities of the Company diversified and profitable, your Company at its Extraordinary General Meeting (âEGMâ) held on May 07, 2022 amended its object clause of the Memorandum of Association of the Company (âMOAâ) with the insertion of clauses w.r.t. Defence & Aerospace Sector (as the new lines of business)

Further, your Company has also amended its object clause of the MOA w.r.t running of Hotel, Club, Resort and Lounge and other allied hospitality related activities as the new lines of business and proposes to diversify into Real Estate activities and will move forward by developing its own Land Bank or through Joint Venture, Joint Development Model, Development Model (DM) acting as Project Management Consultant, Real Estate Management and other allied activities.

For more details, please refer Point No. 2 of this Directorsâ Report.

9. SHARE CAPITALâ¢ Authorised Capital

During Financial year 2022-23, there was no change in the authorised share capital of the Company. As on March 31, 2023, authorised share capital of the Company stood at Rs. 1,40,00,00,000 divided into 1,25,00,00,000 Equity Shares of Rs. 1/- each, 2,00,000-11% Cumulative Redeemable Preference Shares of Rs. 100/- each, 6,00,000-14% Cumulative Redeemable Preference Shares of Rs. 100/- each, 2,00,000-15% Cumulative Redeemable Preference Shares of Rs. 100/-each and 5,00,000 Unclassified Shares of Rs. 100/-each.

â¢ Issued, subscribed and Paid-up Capital

The issued, subscribed and paid-up Equity Share Capital as at March 31, 2023 stood at Rs. 5,24,68,358/-(Indian Rupees Five Crore Twenty Four Lakh Sixty Eight Thousand Three Hundred Fifty Eight only) divided into 5,24,68,358 (Five Crore Twenty Four Lakh Sixty Eight Thousand Three Hundred Fifty Eight) Equity Shares of face value Re. 1/- (Indian Rupees One) each.

Details of Changes in the Capital Structure

During the year financial year 2021-22, the Committee of Board of Directors of the Company, at their meeting held on August 20, 2021, approved the allotment of 40,87,500 Equity Shares of face value of Re. 1/- each pursuant to conversion of 40,87,500 Fully Convertible Warrants (âWarrants"), issued as on February 18, 2021 at an issue price of Rs. 10/- each, by way of preferential allotment, to the persons belonging to "Promoter and Promoter group" category.

Details of the persons belonging to "Promoter and Promoter group" category, No of Equity Shares & warrants allotted on preferential basis, No. of Equity Shares allotted upon conversion of warrants and No. of Warrants left after conversion are as follows:

S.	Name of Allottees	No of Equity	No. of	No. of Equity Shares	No. of Warrants
No.		Shares	Warrants	allotted upon conversion	left after
		(allotted on	(allotted on	of warrants	conversion
		18.02.2021)	18.02.2021)	(as on 20.08.2021)
1	Abhishek Singhania	30,00,000	41,00,000	18,50,000	22,50,000
2	J K Traders Ltd	33,70,000	49,19,000	22,37,500	26,81,500

During the year under review, the Committee of Directors of the Company at their meeting held on August 16, 2022 has considered and approved the allotment of 48,76,106 Equity Shares of Face Value of Rs. 1/- each, pursuant to conversion of warrants into equivalent number of Equity Shares, which were allotted on February 18, 2021 at the Issue Price of Rs. 10/each.

The details of allotment are as follows:

S.No.	Name of Allottee	No. of Equity Shares allotted upon conversion of warrants
1	Abhishek Singhania	21,94,606
2	J K Traders Ltd	26,81,500
	Total	48,76,106

Out of 41,00,000 warrants allotted to Mr. Abhishek Singhania, total no. of 55,394 warrants were forfeited due to non exercise of warrants by Mr. Abhishek Singhania.

Further, during the year under review, the Board of Directors of the Company at its meeting held on April 12, 2022, and Shareholders of the Company in its Extra Ordinary General meeting held on May 7, 2022 has approved the preferential issue of 59,89,330 Fully Convertible Warrants (âWarrantsâ) of face value Rs. 1/-(Rupees One Only) each, aggregating up to Rs 38,93,06,450 at an issue price of Rs. 65/- per warrant, to the below mentioned persons belonging to the Promoter & Promoter Group:

S.No.	Name of Allottees	Category	No. of Warrants
1	Abhishek Singhania	Promoter	49,05,940
2	Pioneer Projects Limited	Promoter Group	10,83,390

Further, the Committee of Directors of the Company at their meeting held on June 11, 2022 has, considered and approved the allotment of 5,989,330 Fully Convertible Warrants to the persons belonging to the Promoter & Promoter Group at an issue price of Rs. 65/- per warrant by way of preferential allotment to following person:

S.No.	Name of Allottees	Category	No. of Warrants
1	Abhishek Singhania	Promoter	49,05,940
2	Pioneer Projects Limited	Promoter Group	10,83,390

Subsequent to FY 22-23 the Committee of Directors of the Company at their meeting held on June 26, 2023 has, considered and approved the allotment of 59,89,330 Equity Shares of Face Value of Re. 1/- each, pursuant to conversion of warrants into equivalent number of Equity Shares, which were allotted on June 11, 2022 at the Issue Price of Rs. 65/- each to the Promoter & Promoter Group, on preferential basis pursuant to the exercise of options attached to the Warrants allotted on June 11, 2022.

The details of allotment are as follows:
S.N	Name of Allottee	No. of Equity Shares allotted upon conversion of warrants
1	Abhishek Singhania	49,05,940
2	Pioneer Projects Limited	10,83,390
	Total	59,89,330

Consequent to the said allotment, the Paid-up Equity Share Capital of the Company stands increased to Rs. 5,84,57,688/- (Rupees Five Crore Eighty Four Lakh Fifty Seven Thousand Six Hundred Eighty Eight only) divided into 5,84,57,688 (Five Crore Eighty Four Lakh Fifty Seven Thousand Six Hundred Eighty Eight) Equity Shares of face value Re. 1/- each.

Further, The Board of Directors of your Company has at their meeting held on July 09, 2023 considered and approved the raising of funds by way of the Rights Issue of Equity Shares, to eligible equity shareholders of the Company for a maximum amount not exceeding Rs.150 Crores (Rupees One Hundred Fifty Cores) subject to applicable laws.

Details raising of funds by way of right issue are as follows:

S.No	Particulars	Details
1	Details of Securities	Fully paid up equity shares of INR. 1 each.
2	Type of Issue	Right Issue of Equity Shares
3	Equity Shares offered through the issue	5,84,57,688
4	Face Value per equity shares	INR 1/-
5	Issue Price Per equity shares	INR 25/-
6	Rights Entitlement Ratio	1 Equity share for every 1 Equity share held by the eligible Equity shareholders in the Company as on record date to be notified later
7	Outstanding Equity Shares before right issue	5,84,57,688 Equity Shares of INR 1/- each
8	Outstanding Equity Shares post right issue (assuming full subscription)	11,69,15,376 Equity Shares of INR 1/- each

10. EXPLANATION REGARDING VARIATION/DEVIATION IN UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ISSUE

During the year under review There is no variation/deviation in utilization of funds raised through preferential issue in terms of regulation 32 (1) & (4) of Listing Regulations.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.

12. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

â¢ Ratio of the remuneration of each director to the median remuneration of all the employees of the Company for the financial year 2022-23:

Name

Designation

Remuneration

Paid

(2022-23) (Rs.)

Ratio of Remuneration of each Director to the median remuneration of employees

Mr. Partho Pratim Kar

Non-Executive Non Independent Director

12,00,000

2.26

â¢ Percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary in the financial year 2022-23:

S. No	Name	Designation	Percentage (%) increase in remuneration
1	Mr. Partho Pratim Kar	Non-Executive Non-Independent Director	0
2	Mr. Sanjay Jain*	Chief Financial Officer	0
3	Mr. Abhishek Pandey**	Company Secretary & Compliance Officer	0

Notes:

* Mr. Sanjay Jain was appointed as Chief Financial Officer of the Company w.e.f. May 01, 2022.

** Mr Abhishek Pandey has resigned from the office of the Company Secretary and Compliance Officer of the Company w.e.f. closing business hours of April 14, 2023 and Mr Yogesh Sharma was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. April 18, 2023

â¢ The percentage increase in the median remuneration of Employees for the financial year was 7.52 %.

â¢ The Company has 5 permanent Employees on the rolls of Company as on 31st March 2023.

â¢ Average increase made in the salary of employee other than the managerial personnel in the financial year was 71.76%.

â¢ Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: During the FY 2022-23, 71.76% is average increment other than managerial personnel from the FY 2021-22 to 2022-23. There has been no change in the overall remuneration of managerial personnel during FY 2022-23

â¢ It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the Company.

Information as per Rule 5(2) of Chapter XIII, the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

â¢ Details of employee Employed throughout the financial year was in receipt of remuneration for that year which in the aggregate, was not less than One Crore and Two lakh rupees: NIL.

â¢ Details of employees Employed for a part of the financial year who were in receipt of remuneration for any part of that year at a rate which, in the aggregate, was not less than Eight Lakhs and Fifty Thousand rupees per month: NIL.

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

13. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/MATTER OFEMPHASIS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the

going concern status and the Companyâs operations in future.

â¢ Land Ownership Dispute Rishra, District Hooghly, Kolkata

In and around May, 2021 a demand was raised upon the company by Rishra Municipality to pay the outstanding tax in respect of the land. The company in order to comply with the demand raised by the Municipality and in lieu of practicing good governance, the company paid the outstanding amount. Thereafter, the company made an application before the municipality for name change in the mutation

record from JK Steel Ltd. (a division of JK Synthetics Ltd.) to JK Enterprises Ltd. Rishra Municipality circulated a public notice thereby inviting objections/suggestions from the public at large. No objections or dispute was raised by any person. Hence, Rishra Municipality after following due process of law, was pleased to grant mutation in favour of the company.

That while the company was in the possession of the land, there was an order from the High Court of Calcutta directing the Official Liquidator of Rishra Steel Ltd. to take charge and custody of the land. The company had filed appeal against the said order before the Division Bench, High Court of Calcutta. The High Court during the pendency of the matter has recorded an observation disputing the ownership of the land in question. It is pertinent to note that the official liquidator who is claiming the ownership of the land to be with Rishra Steel Ltd. has wrongly attached the land on the pretext that the land belongs to Rishra Steel Ltd. without the execution of a conveyance deed. The aforesaid appeal has been disposed off by the High Court, giving the company liberty to agitate all the claims before the NCLT, Calcutta. In light of the above and based on the true facts and circumstances the company has filed an application for intervention in the Company Petition pending before the Honâble NCLT, Kolkata and has further tendered various notes which are on record before the bench for determining its ownership rights in view of the title documents and land records.

14. PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet under Section 73 and 74 of the Companies Act, 2013.

15. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Any actual or potential violation, howsoever insignificant or perceived as such is a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Company cannot be undermined.

In compliance with the provisions of Section 177 of the Companies Act 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, a Whistle Blower Policy/ Vigil Mechanism was established for directors and employees to report their genuine concerns or grievances relating to actual or suspected fraud, unethical behaviour, violation of the Companyâs Code of Conduct or Ethics Policy, and any other event which would adversely affect the interests of the business of the Company. Whistle Blowers may send their concerns/complaints to the Chairman of Audit Committee in a sealed envelope marked confidential, for appropriate action. The Whistle Blower Policy/ Vigil Mechanism provides a mechanism for employees and Directors of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. The Vigil Mechanism provides for adequate safeguards against victimization of employees and Directors who use the Vigil Mechanism.

During the year under review No complaint/grievance under Whistle Blower has been received by the Company.

The Whistle Blower Policy has been posted on the website of the Company at the link: https://www. jaykayenterprises.com/Policies.html

16. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, the Company has adopted a Prevention of Sexual Harassment (POSH) Policy, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. All employees (permanent contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee have also been set up to redress complaints received on sexual harassment. During the financial year under review, the Company has not received any complaint of sexual harassment from any of the women employees of the Company.

Details regarding complaints pending at the beginning, received and disposed of during the Financial Year 2022-23 etc. are disclosed in the Corporate Governance Report.

17. CORPORATE SOCIAL RESPONSIBILITY

The Companyâs profits, net worth and turnover are far below the criteria as mentioned in Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014. Hence the CSR provisions were not applicable to the Company during the F.Y. 2022-23.

Annual report on Corporate Social Responsibility is annexed hereto as Annexure -1

18. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records under sub-section (1) of Section 148 of the Companies Act, 2013 as its turnover during the Financial Year under report does not exceeds the threshold limit prescribed under Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

19. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Risk management is an indispensable part of the Companyâs strategy. The Company operates in an environment wherein various types of risks emanating from internal as well as external sources which, if not managed properly, could lead to disruption in business and impact the attainment of main objectives of the organization.

The Company has been addressing various risks impacting the Company and the Companyâs documented Risk Management Policy acts as an effective tool in identifying, evaluating and managing significant risks and prioritising relevant action plans in order to mitigate such risks. The Risk Management Policy has been posted on the website of the Company at the link: https://www.jaykayenterprises.com/Policies.html

20. NOMINATION AND REMUNERATION POLICY

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration of the Directors, KMP and Senior Management. The Nomination and Remuneration Policy is available and can be accessed from the website at the link: https://www.jaykayenterprises.com/Policies.html

21. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on armâs length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties as referred to in Section 188(1) of the Companies Act, 2013 are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companyâs financial statements in accordance with the Indian Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Independent Directors approves Related Party Transactions. The Related Party Transactions Policy as approved by the Board is uploaded on the Companyâs website at the link: https://www.jaykayenterprises.com/Policies.html

22. AUDITORSâ REPORT

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Companyâs state of affairs, profits and cash flows for the year ended March 31, 2023.

There is no qualification, reservation or adverse remark or disclaimer made in the Auditorâs Report, needing explanations or comments by the Board.

23. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or to the Board or Central Government under section 143(12) of the Companies Act, 2013.

24. INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company and its associate have adopted âIND ASâ with effect from April 01, 2017. The impact of the change on adoption of IND AS has been assessed.

25. INTERNAL CONTROL SYSTEMâ¢ INTERNAL CONTROL

The Companyâs internal control system is commensurate with its size, scale and complexities of its operations. An Independent firm of Chartered Accountants carries out Internal Audit on regular intervals to detect flaws in the system. Internal Audit report are prepared on the respective areas to create awareness and corrective actions are taken to rectify them. These reports are reviewed by the Audit Committee of the Board for follow up action.

The Audit Committee of the Board of Directors also reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

â¢ INTERNAL FINANCIAL CONTROLS

In accordance with Section 134(5)(e) of the Companies Act, 2013, the Company has Internal Financial Controls Policy by means of Policies and Procedures which commensurate with the size & nature of its operations and pertaining to financial reporting. In accordance with Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with reference to the financial statements.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the Board was comprised of 6 (six) Directors, out of which 1 (one) was a Promoter and Executive Director (Chairman and Managing Director), 2 (two) were Non-Executive and Non-Independent Directors and 3 (three) were Non-Executive Independent Directors.

Further, during the year under review and till date of this report, following changes occurred in directorship and key managerial personnel of the Company:

DIRECTORS APPOINTMENTSâ¢ Mr. Maneesh Mansingka

The Board of Directors of the Company have approved the proposal for the candidature for appointment of Mr. Maneesh Mansingka (DIN: 00031476) as Non-Executive Non-Independent Director of the Company in its meeting held on April 12, 2022 and the members of the Company in the Extra-ordinary General Meeting of the Company held on May 07, 2022, have approved the appointment of Mr. Maneesh Mansingka as Non-Executive Non-Independent Director of the Company.

â¢ Mr. Rajiv Bajaj & Mr. Rajesh Relan

Mr. Rajiv Bajaj (00011638) and Mr. Rajesh Relan (DIN 00505611) were appointed as an additional director on the Board of the Company with effect from August 10, 2022. Their appointment as an Non-Executive Independent Director was approved by the members of the Company at the 76^th Annual General Meeting of the Company held on September 20, 2022 for a term of 5 (five) consecutive years, commencing from August 10, 2022.

RE-APPOINTMENT OF DIRECTORâ¢ Mr. Partho Pratim Kar

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the Members of the Company at their 76^th Annual General Meeting held on September 20, 2022 had re-appointed Mr. Partho Pratim Kar (DIN: 00508567) Non-Executive Non-Independent Director of the Company, who was liable to retire by rotation.

None of the above Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

The appointment of new directors is recommended by the Nomination and Remuneration Committee (âNRCâ) on the basis of requisite skills, proficiency, experience and competencies as identified and finalised by the Board considering the industry and sector in which the Company operates. For appointment of an independent director, the NRC evaluates the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, determine the role and capabilities required of an independent director. The Board, on the recommendation of the NRC, evaluates and if found suitable, confirms an appointment to the Board. The appointments are based on the merits of the candidate and due regard is given to diversity including factors like gender, age, cultural, educational & geographical background, ethnicity, etc.

DIRECTORS CESSATIONSâ¢ Mr. Anil Kumar Dalmia

With deep regret, we report the sad demise of our Non-Executive Independent Director, Mr. Anil Kumar Dalmia (DIN 00789089) on April 11, 2022. Your Directors would like to place on record their highest gratitude and appreciation for the guidance given by Mr. Dalmia to the Board during his tenure as a director.

â¢ Dr. Krishna Behari Agarwal

Due to health issues and other commitments, Dr. Krishna Behari Agarwal (DIN:00339934) Non-Executive Independent Director has resigned from the Board of the Company with effect from June 15, 2022.

â¢ Mr. Ravindra Kumar Tandon

Due to other commitments, Mr. Ravindra Kumar Tandon (DIN 00159472) Non-Executive Independent Director has resigned from the Board of the Company with effect from August 17, 2022.

DIRECTOR LIABLE TO RETIRE BY ROTATION

In accordance with the provisions of Section 152 of Companies Act, 2013 and the Companyâs Articles of Association, Mr. Maneesh Mansingka, Non-Executive Non-Independent Director of the Company is liable to retire by rotation in the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

Brief profile of Mr. Maneesh Mansingka is provided in the Notice of ensuing 77^th AGM. Appropriate resolution for his re-appointment is being placed for the approval of the members of the Company at the ensuing 77^thAGM.

KEY MANAGERIAL PERSONNEL

â¢ Mr. Abhishek Singhania

The members of the Company at the 75^th Annual General Meeting held on September 28, 2021 approved the appointment of Mr. Abhishek Singhania (DIN-00087844) as Managing Director of the Company for a period of three years commencing from July 1, 2021 to June 30, 2024. Further, the Board of Directors has re-designated Mr. Abhishek Singhania as âChairman and Managing Directorâ of the Company in its meeting held on April 12, 2022.

Mr. Abhishek Singhania belongs to promoter and promoter group of the Company and a Singhania scion.

â¢ Mr. Sanjay Kumar Jain

The Board of Directors of the Company, in its meeting held on April 12, 2022 have approved the appointment of Mr. Sanjay Kumar Jain (ICAI Membership No: 89301) as the Chief Financial Officer (CFO) of the Company with effect from May 01, 2022.

â¢ Mr. Abhishek Pandey (Post FY 2022-23)

Mr. Abhishek Pandey (Membership No.: ACS 21958) has resigned from the post of, Company Secretary and Compliance Officer of the Company w.e.f. closing business hours of April 14, 2023 to pursue other career opportunities The Board places on record its appreciation for the valuable contribution made by Mr. Abhishek Pandey during the course of his service.

â¢ Mr. Yogesh Sharma (Post FY 2022-23)

The Board, on the recommendation of NRC, has appointed Mr. Yogesh Sharma (Membership No.: ACS 29286) as the Company Secretary and Compliance Officer of the Company with effect from April 18, 2023.

27. MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at least four times in a year, within a maximum time gap of 120 days between any two meetings, to discuss and review the quarterly results and other items of agenda, including the minimum information required to be placed before the Board, as per Part-A of Schedule II of the Listing Regulations. The dates for the Board and Committee Meetings are generally decided in advance and communicated to the directors in timely manner. The Board also meet and conduct additional meetings as and when required and thought fit. The Management discuss the items to be included in the Board/Committee(s) agenda. The agenda of the meeting along with relevant supporting documents and explanatory notes is generally circulated in advance to all the Directors entitled to receive the same, to facilitate meaningful and quality discussions during the meeting. Where it is not practicable to attach any document to the agenda, it is tabled during the meeting with specific reference to this effect in the agenda. In case the detailed agenda is shared in less than seven days before the date of meeting, the agenda is taken up with the permission of Chairman of the meeting and with the consent of majority of the Board/Committee members present in the Meeting, including independent director(s). The Senior Management officials are also invited to various Board / Committee meetings to provide additional input on the matters being discussed by the Board and its Committees.

The Board has constituted various committees viz., Audit Committee (âAC"), Nomination and Remuneration Committee (âNRC"), Stakeholders Relationship Committee (âSRC"), in compliance with the requirements of Companies Act, 2013 and Listing Regulations .

During the financial year 2022-23, Five Board Meetings were convened and held the details of which are given in the Corporate Governance Report forming part of this Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations.

The details of meetings of Board and Committee(s) and changes in composition of the Committee(s) during the Financial Year 2022-23 have been provided under the Corporate Governance Report forming part of this Annual report.

28. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI Listing Regulations, 2015, The Board in coordination with and the recommendation of the Nomination and Remuneration Committee (NRC), carried out an annual evaluation of the performance of the entire Board, its Committees and of individual directors including Independent Directors based out of the criteria and framework adopted by the Board. The Board considered and discussed the inputs received from the Directors.

A structured questionnaire was prepared, covering various aspects of functioning of the Board and its Committees, such as adequacy of constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meetings, Boardâs focus, regulatory compliances and corporate governance, etc. Similarly, for evaluation of individual directorâs performance,

the questionnaire covers various aspects like his/her skills, experience and level of preparedness which allows the person to clearly add value to discussions and decisions; sufficient understanding and knowledge of the Company and the sector in which it operates; understanding and fulfilling the functions as assigned to him / her as director; ability to function as an effective team member; actively takes initiatives with respect to various areas; availability for Board meetings and attends the meeting regularly and timely, without delay; adequate commitment to Board and the Company; effective contribution to the Company and in the Board meetings; demonstrating highest level of integrity (including conflict of interest disclosures, maintenance of confidentiality, etc.) and exercise of his / her own judgment and voices opinion freely.

During the evaluation process, Board members submitted their response on a scale of 1 (strongly disagree) to 5 (strongly agree) and evaluated performance of Board, its committees and individual directors, including Chairman of the Board. The independent directors met separately without the presence of non-independent directors and discussed, inter-alia, the performance of non-independent directors and Board as a whole and the performance of the Chairman of the Company. They have also assessed the quality, quantity and timeliness of flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The NRC has also carried out evaluation of each Directorâs performance. The performance evaluation of the Independent Directors has been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it is determined whether to extend or continue their term of appointment, whenever their respective term expires.

Based on majority of the feedback, the directors expressed satisfaction with the overall evaluation process.

29. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(6) of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 16(1)(b) and 25 of the Listing Regulations the Independent Directors of the Company have given a written declaration to the Company confirming that they meet the criteria of independence as stipulated under Act and Listing Regulations, and also that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder read with the Listing Regulations, are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity. Disclosure regarding the skills/expertise/competence/proficiency possessed by the Directors is given in detail in the Report on Corporate Governance forming part of the Annual Report.

The Company has taken requisite steps for inclusion of the names of all Independent Directors in the databank maintained with the Indian Institute of Corporate Affairs, (âIICAâ). Accordingly, the Independent Directors of the Company have registered themselves with the IICA.

30. DIRECTORSâ RESPONSIBILITY STATEMENT

The Directors pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 do hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) They 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 that year;

(iii) They have taken proper and sufficient care for 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) They have prepared the annual accounts on a going concern basis;

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

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

31. AUDITORS AND AUDITORâS REPORT Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with relevant rules made there under, M/s P.L. Tandon & Co. Chartered Accountants (ICAI Registration No. 000186C) were appointed as Statutory Auditor of the Company at 76^th AGM of the Company held on September 20, 2022 to hold office as Statutory Auditors for a period of five (5) consecutive years, until the conclusion of the 81^st AGM to be held in the year 2027.

M/s P.L. Tandon & Co. has given unmodified opinion on the Companyâs standalone and consolidated financial statements for FY 2022-23. The Company continues to adopt best practices to ensure the regime of unmodified Financial Statements.

Auditorâs Report on the standalone and consolidated financial statements of the Company for FY 2022-23 forms part of the Annual Report. The auditorâs report does not contain qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, M/s Banthia & Company, Company Secretaries (Peer Review Number:1822/2022), were appointed as Secretarial Auditors of your Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 is enclosed as âAnnexure-2â.

The Secretarial Auditor of the Company has reported that during the period under review the Company has complied with the applicable provisions of the Act, Rules and Regulations, Guidelines including as prescribed under SEBI Act except to the extent as mentioned below:

- During the financial year 2022-23 the Company has made delayed submission of Regulation 31 -Shareholding Pattern and Regulation 33 - Limited review report for the quarter ended June 30, 2022 to which the BSE has imposed fine of INR. 2,360/- and INR 11,800/- respectively And the Company has duly paid the fines as imposed by the BSE and made applications for waiver.

- Further none of the Independent Director of JayKay Enterprises Limited was appointed as the director on the Board of unlisted material subsidiary i.e. Neumesh Labs Private Limited during the financial year 2022-23.

In addition to the above and in compliance with SEBI Circular No. CIR/CFD/CMD/1/27/2019 dated February 08, 2019, a report on secretarial compliance issued by M/s. Banthia & Company, Company Secretaries for the FY ended March 31, 2023 has been submitted to stock exchanges within the prescribed timeline.

For good corporate governance, the company is required to change the Secretarial Auditor of the Company at regular interval. In this regard, M/s Varuna Mittal & Associates, Company Secretaries has been finalized as the Secretarial Auditor of the Company for the financial year 2023-24.

In accordance with Regulation 24A of the Listing Regulations, M/s Varuna Mittal & Associates, Company Secretaries, the Secretarial Auditor of Neumesh Labs Private Limited conducted the Secretarial Audit for the FY 2022-23. The Secretarial Audit Report of Neumesh is annexed herewith as âAnnexure-2Aâ to this Board Report.

The Secretarial Audit Report of Neumesh confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances except for non-appointment of the Independent Director of JKE on the Board of Neumesh for the financial year 2022-23.

The Board confirms that Mrs. Renu Nanda (DIN: 08493324) Non-Executive Independent Director on the Board of your Company has been appointed as a Director of Neumesh Labs Private Limited (âNeumeshâ) w.e.f. May 29, 2023.

Internal Auditor

Pursuant to the provisions of Section 138 read with Rule13 of the Companies (Accounts) Rules, 2014 your Company has engaged the services of M/s. Alok Pandey & Company, Chartered Accountants to conduct the internal audit of the functions and activities of the Company for the Financial Year 2022-2023.

And based on internal audit activities carried out by them it was reported that the internal controls are adequate and are operating effectively and commensurate with the size and the nature of business operations.

32. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India in terms of section 118(10) of the Act and that such systems are adequate and operating effectively.

33. ANNUAL RETURN

In terms of Section 92, 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 is placed on the website of the Company, at the link: https://www.jaykayenterprises.com/Annual_Return.html

34. CORPORATE GOVERNANCE

Our corporate governance practices are a reflection of our value system encompassing our culture, policies, and relationships with our stakeholders. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. At Jaykay Enterprises Limited, the Board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance, forms part of this Annual Report.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, as per Regulation 34 of the Listing Regulations, for the year under review is presented in a separate section forming part of the Annual Report for the financial year 2022-23.

36. STATUTORY INFORMATIONInformation as per sub rule 3 of Rule 8 of the Companies (Accounts) Rules, 2014, are furnished hereunder:

A. Conservation of Energy

a) Steps taken for energy conservation / utilizing alternate source of energy: The business operations does not account for substantial energy consumption. However, the Company is taking all possible measures and gives priority to conserve energy.

Your Company has taken following significant energy conservation measures:

â¢ The Company focused on replacement of existing fixtures LED lights for energy efficiency.

â¢ The equipments, accessories and fitments are under regular preventive maintenance and proactive functionality checks;

b) Capital Investment on energy conservation Equipments: NIL

c) Impact of measures at (a) & (b): The energy conservation measures taken from time to time have resulted in considerable reduction of energy and thereby reducing the cost.

B. Research & Development (R & D): NAC. Technology Absorption:

(a) & (b) Efforts in brief, made towards technology absorption, adaptation & innovation and Benefits derived as a result of these efforts, e.g. product improvement, cost reduction, product development, import substitution etc.- NIL

(c) In case of imported technology (imported during last 5 years reckoned from the beginning of the financial year), following information may be furnished: NIL

(d) The expenditure incurred on Research & Development: NIL

D. Foreign Exchange Earnings and Outgo

During the year under review, the details of Foreign Exchange earnings and Outgo of the Company are as under

Foreign Exchange earnings: - NIL Outgo-NIL

37. DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, your Company has not made any application nor any proceeding that has been pending in respect of the company under Insolvency and Bankruptcy Code, 2016.

38. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company hasnât entered any sort of OTS (One- Time Settlement) with banks, financial institutions in respect of any type of secured loans, unsecured loans, Lease or any other type of credit facilities in respect of its indebtedness, furthermore there werenât any significant differences in respect of valuation while obtaining loan from banks, financial institutions during the financial year ended March 31, 2023.

39. ADDITIONAL INFORMATION Update on Land at Jhalawar, Rajasthan

With respect to the matter of transfer of land situated at Prithvipura, Jhalawar, Rajasthan admeasuring approx. 34 bighas to M/s Mukundra Vedic Village (MVV), the District Collector Jhalawar, Rajasthan had sought approval from the Industries and Commerce Department (Group-II), Government of Rajasthan for the transferring of leasehold rights from Jaykay Enterprises to MVV.

Further, the Industries and Commerce Department (Group-II), Government of Rajasthan vide letter dated 16^thJune 2023 have provided approval to the District Collector, Jhalawar for transferring of leasehold rights in favour of MVV for the remaining period of 99 (ninety-nine) years to be reckoned from the date of allotment.

GENERAL

No disclosure or reporting is made in respect following items, as there were no transactions during FY 2022-23:

â¢ Issue of equity shares with differential rights as to dividend, voting or otherwise.

â¢ Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

â¢ There were no amount proposed to be transferred to the general reserves;

â¢ In terms of the provisions of Section 73 of the Act read with the relevant rules made thereunder, the Company had no opening or closing balances and also has not accepted any deposits during the financial year under review and as such, no amount of principal or interest was outstanding as on March 31, 2023;

â¢ No fraud under Section 143 (12) of the Act has been reported by the Auditors to the Audit Committee or the Board or Central Government;

â¢ The details about the policy developed and implemented by the Company on corporate social responsibility initiatives taken.

â¢ There are no significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future;

â¢ There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016;

â¢ There was no instance of onetime settlement with any Bank or Financial Institution;

â¢ There was no revision in the financial statements;

â¢ No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company and its future operations;

â¢ There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on March 31, 2023.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.

The Directors are thankful to the Government of India, the various ministries of the State and the Central Governments and various regulatory authorities in India.

Your Companyâs employees are instrumental in your Company scaling new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholder is also greatly valued. Your Directors look forward to your continued support.

Figures for the previous periods have been regrouped and reclassified to conform to the classification of the current period, where necessary.

2. PERFORMANCE OF THE COMPANY AND STATE OF COMPANYâS AFFAIRS State of affairs during FY 22-23

During the year under review, Jaykay Enterprises Limited (âthe Companyâ) has acquired 99% stake in Bangalore based partnership firm M/s. Silvergrey Engineers (SGE) inter-alia engaged in manufacturing and supply of parts and accessories to defence equipment manufacturing industry, catering to Customers including HAL, BEL, ISRO, Gas Turbine Research Establishment, Aeronautical Development Agency, Tata Advance Systems amongst others. SGE presently has manufacturing facilities located at Bengaluru. The Company has positive future outlook for the said firm.

Mar 31, 2015

Dear members,

The Directors presents the Annual Report and Audited Statements of Account for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

2014-15 (Rs. in Lacs)

Revenue from operations 33.25

Other Income 521.98

Profit before Depreciation & Tax 113.28

Depreciation 8.90

Profit before Tax 104.38

Tax Expenses (MAT) 18.20

Profit After Tax For the Year 86.18

Balance brought forward from Previous Year 3439.34

Adjustment of Depreciation 4.55

Balance carried to Balance Sheet 3520.97

2. OVERALL PERFORMANCE:-

During the year under report your Company's main income has been from Registrar and Share Transfer Agent's activities. Besides, the Company also earned income from interest and rent. After meeting fixed overheads, the profit before depreciation and tax remained Rs. 113.28 Lacs. Since Company's net worth had become positive as on 31st March, 2013, therefore, as per provisions of Income Tax Act, 1961, the Company has provided liability towards Minimum Alternate Tax (MAT) amounting to Rs.18.20 Lacs, during the year under report. However, there is no Income Tax liability for the year due to brought forward losses and unabsorbed depreciation.

Thus after adjustment of depreciation and MAT liability, profit for the year remained Rs.86.18 lacs.

3. REHABILITATION PACKAGE

As reported earlier proceeding under the provisions of The Sick Industrial Companies Act, 1985 (the 'SICA') is undergoing before Board for Industrial & Financial Reconstruction ('BIFR'). The Audited Balance Sheet of the Company as at 31.03.2013 shows that the Company's Net worth turned positive. As per legal advice your Company moved an application before BIFR seeking de- registration from BIFR in order to come out from the purview of SICA and the said application is pending for disposal.

4. SUBSIDIARY COMPANY/ASSOCIATE COMPANY

The Company has no Subsidiary Company but only one Associate Company, J.K. Cotton Ltd. In terms of 3rd proviso to Rule 6 of the Companies (Accounts) Rules, 2014 and as per Board's decision attaching the report on performance and financial position of the Associate Company has been dispensed with.

5. DIVIDEND

Your Directors have not recommended any dividend for the year under report.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 3,71,34,752/-. During the year under review, the Company has not issued any further shares.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

8. PERSONNEL

No employee drawn remuneration in excess of the limits as specified under the amended provisions of Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration) Rules 2014 throughout or part of the financial year under review.

None of the employee is a relative of any Director of the Company. None of the employee hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

S. Name Designation Remuneration paid No. 2014-15 2013-14

1 Mr. Ashok Gupta* Managing 1240519 N.A. Director (KMP)

2 Mr. Chandra Prakash Sr. General 725802 N.A. Agarwal** Manager (Taxation) & Chief Financial Officer (KMP)

3 Mr. Prabhat Kumar Dy. Manager 673173 N.A. Mishra (Legal) & Company Secretary (KMP)

S. Name Increase in Ratio/time per No Remuneration Median of from previous employee year remuneration

1 Mr. Ashok Gupta* N.A. 4.01

2 Mr. Chandra Prakash N.A. 2.35 Agarwal**

3 Mr. Prabhat Kumar N.A. 2.18 Mishra

* Appointed as Managing Director w.e.f. September 1, 2014

** Appointed as CFO w.e.f. September 1, 2014

9. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/MATTER OF EMPHASIS

No significant or material order has been passed by the Regulator or Courts or Tribunals during the financial year.

10. CORPORATE GOVERNANCE

A report on Corporate Governance alongwith the Auditors' Certificate on its compliance, forms an integral part of this Report.

11. PUBLIC DEPOSITS

Your Company has not invited any deposits from public/shareholders under Section 73 and 74 of the Companies Act, 2013.

12. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concerns or grievances, if any. The Whistle Blower Policy has been posted on the website of the Company.

13. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in annexed Corporate Governance Report. The Risk Management Policy has been posted on the website of the Company.

14. REMUNERATION POLICY

The Board of Directors has, on the recommendation of the Nomination & Remuneration Committee, framed a policy which lays down a framework concerning remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also covers criteria for selection and appointment of Board Members and Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no material related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and Board for approval. Board of Directors approves yearly pecuniary transaction limits with individual related party. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

None of the Directors has any pecuniary relationship on transactions vis-a-vis the Company.

16. AUDITORS' REPORT

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgements relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2015. Auditors' Report to the shareholders does not contain any qualification in the financial statements for the year under report.

17. INTERNAL CONTROLS

The Company's internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. It also reviews the quarterly Internal Audit Reports.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL.

18.1 Your Directors express their profound grief and sorrow on the sad demise of Dr. Gaur Hari Singhania (DIN 00054848), Promoter Director and Chairman of the Board of Directors. Dr. Gaur Hari Ji was a well known figure in the business world and has been associated with several public corporate and government companies. Apart from his business interest he was deeply involved with the educational, medical, sports, cultural and social activities of the Kanpur City. He was the founder Chairman of U.P Stock Exchange and founder Patron of Associated Chamber of Commerce. He was President/Chairman of U.P Cricket Association. His demise is a great loss not only to your Company but to the city of Kanpur and the state of U.P Your Directors pay their respectful homage and tribute to this extraordinary human being, a great leader, an iconic industrialist and a leading statesman.

18.2 Your Directors also express their grief and sorrow on the sad demise of Shri Govind Hari Singhania (DIN 00159580), Promoter Director and Vice-Chairman of the Company. He had been the Director in the Company since 1980. He held important positions viz. Past-President of the Associated Chambers of Commerce & Industry of India (ASSOCHAM), International Chamber of Commerce (ICC), Association of Synthetic Fiber Industry (ASFI), Association of Manmade Fiber Industry (AMFI), Merchants' Chamber of Uttar Pradesh and as Chairman of Board of Governors of Indian Institute of Technology (IIT), Kanpur. The Board remembered with gratitude leadership and advice provided by him.

18.3 Shri Yadupati Singhania (DIN 00050364) a Promoter Director has relinquished from the office of Managing Director & CEO of the Company due to preoccupation. The Board records its appreciation for the contribution rendered by Shri Yadupati Singhania during his tenure.

18.4 After the resignation of Shri Yadupati Singhania from the office of Managing Director & CEO, on September 1, 2014 Shri Ashok Gupta (DIN 00135288) has been appointed as Managing Director of the Company.

18.5 Shri Ramapati Singhania (DIN 00247419), a Promoter Director has relinquished from Directorship of the Company due to preoccupation. The Board records its appreciation for the contribution rendered by Shri Ramapati Singhania during his tenure.

18.6 Shri Jagendra Swarup (DIN 00164708), Independent Director have left for heavenly abode. Your Company expressed tribute and gratitude for his contribution to the Company.

18.7 Smt. Vidhi Nidhipati Singhania (DIN 00293520),

as an Additional Director pursuant to Section 161 of the Companies Act, 2013 with effect from August 13, 2014 holds office upto the date of the ensuing AGM. The Company has received requisite Notice from a Member under section 160 of the Companies Act, 2013 proposing the name of Smt. Vidhi Nidhipati Singhania for appointment as Director of the Company.

18.8 In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri Ashok Gupta (DIN 00135288) will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

18.9 With the coming into force of the Companies Act 2013, the Board appointed the existing Independent Directors viz Dr. Krishna Behari Agarwal, Shri Ravindra Kumar Tandon, Shri Anil Kumar Dalmia and Shri Kedar Nath Mehrotra as Independent Directors each for a term upto five years under the Act. 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 Clause 49 of the Listing Agreement.

19. KEY MANAGERIAL PERSONNEL

During the year under report, the Company has ratified the appointment and/or appointed the following Officials as Key Managerial Personnel:-

S.No Name of the Official Designation

1 Shri Ashok Gupta Managing Director*

2 Shri Chandra Prakash Agarwal Sr. General Manager (Taxation) & CFO**

3 Shri Prabhat Kumar Mishra Dy. Manager (Legal) & Company Secretary

* Appointed as Managing Director w.e.f. September 1, 2014

** Appointed as CFO w.e.f. September 1, 2014

20. Meetings of the Board of Directors

During the year 2014-15, five Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its Independent Directors and the Independent Directors also evaluated the performance of Chairman and other Non-Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process. The Board of Directors also evaluated the functioning/performance of Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee, Risk Management Committee, Committee of Directors and expressed satisfaction with their functioning/performance.

22. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 do hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that no material departures have been made from the same;

(ii) They 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 that year;

(iii) They have taken proper and sufficient care for 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) They have prepared the annual accounts on a going concern basis; and

(v) The proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) The systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

23. STATUTORY AUDITOR

M/s. PL. Tandon & Co., Chartered Accountants, Kanpur, Statutory Auditors of the Company, will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Section 139 read with Section 141 of the Companies Act, 2013. You are requested to consider their appointment.

24. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Banthia & Company, Kanpur, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year 2014-15 is annexed herewith as "Annexure - A".

There is no secretarial audit qualification for the year under report.

25. STATUTORY INFORMATION:-

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

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

25.2. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 as required under Section 92 of the Companies Act, 2013 is annexed hereto as "Annexure -B" and forms an integral part of this Report.

26. ACKNOWLEDGEMENTS

Your Directors wishes to thanks the employees for their dedication and hard work. Your Directors also wishes to thank the Shareholders/Stakeholders.

FOR AND ON BEHALF OF THE BOARD

ASHOK GUPTA Dr. K. B. AGARWAL Place : Kanpur Managing Director Director Dated: 26th May, 2015 DIN 00135288 DIN - 00339934

Mar 31, 2014

TO THE MEMBERS

The Directors presents the Annual Report and audited Statements of Account for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

2013-14

(Rs. in Lacs)

Revenue from operations 42.25

Other Income 476.23

Profit before Depreciation & Tax 186.43

Depreciation 5.80

Profit before tax 180.63

Tax Expenses (MAT) 33.81

Profit after Ta x for the year 146.82

Balance brought forward from previous year 3292.52

Balance carried to Balance Sheet 3439.34

2. OVERALL PERFORMANCE

During the year under report your Company''s main income has been from Registrar and Share Transfer Agent''s activities. Besides, the Company also had income from interest and rent. After meeting fixed overheads, the profit before depreciation and tax was Rs.186.43 Lacs. Since Company''s net worth had become positive as on 31st March, 2013, therefore, as per provisions of Income Tax Act, 1961, the Company has provided liability towards Minimum Alternate Tax (MAT) amounting to Rs.33.81 Lacs, during the year under report. However, there is no Income Tax liability for the year due to brought forward losses and unabsorbed depreciation.

Thus after adjustment of depreciation and MAT liability, profit for the year is Rs.146.82 lacs.

3. DIVIDEND

Your Directors have not recommended any dividend for the year under report.

4. REHABILITATION PACKAGE

As reported last year, on moving SLP by Kota Workers'' Union and Staff Associations the Hon''ble Supreme Court stayed order of Rajasthan High Court and further allowed the "Rehabilitation Process to continue." In compliance with the directions of the Hon''ble Supreme Court, M/s. Arafat Petrochemicals Pvt. Ltd., the purchaser of Kota Units had submitted a Modified Draft Rehabilitation Scheme (MDRS) before BIFR stating the reason that the existing Kota Plants were of obsolete technology and were in dilapidated condition and could not be restarted in its present condition. The said scheme is pending for final approval. These factors are creating hurdles in further revival of the Company.

5. AUDITORS'' REPORT

Auditors'' Report to Shareholders does not contain any disqualification and/or matter of emphasis.

6. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors'' Report along with the Auditors'' Certificate on its compliance.

7. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance

Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors'' Report.

8. PARTICULARS OF EMPLOYEES

No employee drawn remuneration in excess of the limits as specified under the amended provisions of sub- section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review.

9. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

11. DIRECTORS

(a) Dr. Gaur Hari Singhania''s (DIN 00054848) term as Chairman of the Company is expiring on 31st August, 2014. The Remuneration Committee in its meeting has considered the matter and observed that Dr. Gaur Hari Singhania has been associated with the Company since 1954 holding various important positions such as Managing Director and Chairman. In view of his long association with the Company and the vast experience with the industry, it was felt by the Remuneration Committee considered and recommended that Dr. Gaur Hari Singhania be appointed the Non- Executive Chairman for a period of 5 (five) years with effect from 1st September, 2014 which is subject to approval of by shareholders in the ensuing General Meeting, so that the Company may take advantage of his rich experience and knowledge, without any remuneration, perks and perquisites.

Dr. Gaur Hari Singhania shall be a rotational Director of the Company and liable to retire by rotation at Annual General Meeting.

(b) Shri Govind Hari Singhania''s (DIN 00159580) term as Vice-Chairman of the Company is expiring on 31st August, 2014. He has been associated with the Company since 1980 holding various important positions. In view of his long association and on the basis of recommendation of Remuneration Committee, he has been re-appointed as Non-Executive Vice Chairman of the Company for a period of 5 (Five) years w.e.f. 1st September, 2014 which is subject to approval of by shareholders in the ensuing General Meeting. His appointment is without any salary and perquisites.

(c) Two of your Directors namely Shri Ramapati Singhania(DIN 00247419) and Shri Anil Kumar Dalmia (DIN 00789089) will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

Subject to approval of shareholders in the ensuing General Meeting Shri Anil Kumar Dalmia (DIN 00789089) now being appointed/confirmed as an Independent Director for a term upto five consecutive years and to hold office till relevant Annual General Meeting as per provisions of Companies Act, 2013.

(d) During the year under the report Shri Kedar Nath Mehrotra (DIN 06749349) has been appointed as an Additional Director on the Board of Directors of the Company w.e.f. 12th August, 2013 and he holds the office up to the ensuing Annual General Meeting. The Company has received notice from a shareholder, proposing his candidature for the office of Director of the Company along with the requisite fees.

(e) In terms of Section 149 and any other applicable provisions of the Companies Act, 2013, Dr. K.B. Agarwal (DIN 00339934), Shri Jagendra Swarup (DIN 00164708) & Shri Ravindra Kumar Tandon (DIN 00159472) being eligible and offering themselves for appointment, are proposed to be appointed as Independent Directors upto five consecutive years till respective Annual General Meeting. Respective notices have been received from member(s) proposing their candidature for the office of Directors of the Company. In the opinion of the Board Dr K.B. Agarwal, Shri Jagendra Swarup & Shri Ravindra Kumar Tandon fulfills the conditions specified in the Companies Act, 2013 and rules framed thereunder for their appointment as Independent Directors of the Company and are independent of the management.

12. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they 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 that year;

(iii) they have taken proper and sufficient care for 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) they have prepared the annual accounts on a going concern basis

13. AUDITORS

M/s. P.L. Tandon and Co., Chartered Accountants, Kanpur (ICAI Registration No.000186C), Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for reappointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub-Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

14. ACKNOWLEDGEMENTS

Your Directors wishes to thanks the employees for their dedication and hard work.

FOR AND ON BEHALF OF THE BOARD

Place: Kanpur (GAUR HARI SINGHANIA)

Dated: 29th May, 2014 CHAIRMAN

Mar 31, 2013

TO THE MEMBERS

The Directors submit the Annual Report and audited Statements of Account for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

2012-13 (Rs. in Lacs)

Revenue from operations 42.25

Other Income 855.96

Profit before Depreciation 505.93

Profit for the year 499.87

Exceptional Items 3103.63

Profit before tax 3603.50

Tax adjustment of earlier year 111.60

Profit for the year 3715.10

Balance from previous year (422.58)

Balance carried to Balance Sheet 3292.52

2. OVERALL PERFORMANCE

During the year Company''s main income has been from Registrar and Share Transfer Agents activities. Besides, the Company also had income from interest and rent. After meeting fixed over heads, the profit before depreciation was Rs.505.93 lacs. However, after depreciation and adjustment of exceptional items profit for the year was Rs.3715.10 lacs. There is no income tax liability for the year due to brought forward losses and unabsorbed depreciation. The net worth as at 31.3.2013 after adjusting aforesaid profit has become positive at Rs.3663.87 lacs.

3. DIVIDEND

Your Directors have not recommended any dividend for the year under report.

4. REHABILITATION PACKAGE

As reported last, Kota Workers'' Unions and Staff Associations had moved a SLP before Supreme Court, which is still pending. In the meantime AAIFR/BIFR are also continuing hearings/ monitoring progress from time to time. These factors are creating hurdles in further revival of the Company.

5. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors'' Report along with the Auditors'' Certificate on its compliance.

6. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors'' Report.

7. PARTICULARS OF EMPLOYEES

There was no employee getting salary in excess of the limits as specified under the amended provisions of sub- section (2A) of Section 217 of the Companies Act 1956 throughout or part of the financial year under review.

8. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

10. DIRECTORS

(a) Two of your directors namely Shri Jagendra Swarup and Shri N.K. Jhajharia will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

(b) During the year under report, Shri Anil Kumar Dalmia has been appointed a director of the Company w.e.f. 28th May, 2012 in the casual vacancy caused due to resignation of Shri Kailash Nath.

11. RESPONSIBILITY STATEMENT

The Directors confirm that

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting polices 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 that year;

(iii) they have taken proper and sufficient care for 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) they have prepared the annual accounts on a going concern basis

12. AUDITORS

M/s. PL. Tandon and Co., Chartered Accountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub- Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

FOR AND ON BEHALF OF THE BOARD

Place : Kanpur (GAUR HARI SINGHANIA)

Dated : 21st May, 2013 CHAIRMAN

Mar 31, 2012

The Directors submit the Annual Report and audited Statements of Account for the year ended 31st March, 2012.

1. FINANCIAL RESULTS

2011-12 (Rs. in Lacs)

Revenue from operations 42.25

Other Income 537.15

Profit before Depreciation 174.00

Depreciation 5.61

Profit for the year 168.39

Exceptional Items (101.36)

Profit before tax 67.03

Provision for Income Ta x written back 334.71

Profit for the year 401.74

Balance from previous year (824.32)

Balance carried to Balance Sheet (422.58)

2. OVERALL PERFORMANCE

During the year Company's main income has been from Registrar and Share Transfer Agents activities. Besides, the Company also had income from interest and rent. After meeting fixed over heads, the profit before depreciation was Rs.174.00 lacs. However, after depreciation and adjustment of exceptional items profit for the year was Rs.401.74 lacs. There is no income tax liability for the year due to brought forward losses and unabsorbed depreciation. The net worth as at 31.3.2012 after adjusting aforesaid profit was negative at Rs.51.23 lacs.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

4. REHABILITATION PACKAGE

The Company's net worth is still in negative and the Company continues to be a sick industrial unit under the provisions of SICA, 1985. Further, as reported last, Kota Workers' Unions and Staff Associations had moved a SLP before Supreme Court, which is still pending. In the meantime AAIFR/BIFR are also continuing hearings/ monitoring progress from time to time. These factors are creating hurdles in further revival of the Company.

5. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors' Report along with the Auditors' Certificate on its compliance.

6. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors' Report.

7. PARTICULARS OF EMPLOYEES

There was no employee getting salary in excess of the limits as specified under the amended provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review.

8. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings are given in the Notes on Financial Statements, in the Annual Report.

10. DIRECTORS

(a) Two of your directors namely Shri Ramapati Singhania and Dr. K.B. Agawal will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

(b) During the year under report, Shri Kailash Nath has ceased to be director consequent upon his resignation with effect from 4th November, 2011. Your directors wish to place on record their warm appreciation for the valued services and advice rendered by Shri Kailash Nath during tenure of his office.

(c) After close of the year Shri Anil Dalmia has been appointed as director of the Company in the casual vacancy caused due to resignation of Shri Kailash Nath. Your Directors wish to place their warm welcome to Shri Anil Dalmia on his induction on the Board.

11. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they 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 that year;

(iii) they have taken proper and sufficient care for 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) they have prepared the annual accounts on a going concern basis.

12. AUDITORS

M/s. P.L. Tandon and Co., Chartered Accountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub- Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

FOR AND ON BEHALF OF THE BOARD

Place : Kanpur (GAUR HARI SINGHANIA)

Dated : 28th May, 2012 CHAIRMAN

Mar 31, 2011

TO THE MEMBERS

The Directors submit the Annual Report and audited Statements of Account for the year ended 31st March, 2011.

1. FINANCIAL RESULTS

2010-11 (Rs. in Lacs) Other Income 425.24

Profit before Depreciation 7.05

Depreciation 9.43

Profit for the year (2.38)

Extra Ordinary Items 254.06

Profit before tax 251.69

Provision for Income Tax -

Profit after tax 251.69

Balance from previous year (1076.01)

Balance carried to Balance Sheet (824.32)

2. OVERALL PERFORMANCE

During the year Company's main income has been from Registrar and Share Transfer Agents activities. Besides, the Company also had income from interest and rent. After meeting fixed over heads, the profit before depreciation was Rs.7.05 lacs. However, after depreciation and writing back of the excess provisions and certain other write backs, profit for the year was Rs.251.69 lacs. There is no income tax liability for the year due to brought forward losses. The net worth as at 31.3.2011 after adjusting aforesaid profit was negative at Rs.452.97 lacs.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

4. REHABILITATION PACKAGE

As the Company's net worth is still in negative, the Company continues to be a sick industrial unit under the provisions of SICA, 1985. As reported last, despite the fact that the Company has implemented the scheme pertaining to Kota complex fully, yet Kota workers' unions continue to challenge the orders by filing cases before various judicial forums. Several cases filed by the workers' unions are continuing. In one of the cases, the matter has been referred to Supreme Court, which is pending. The Company is making its best efforts to protect it from adverse consequences. This is resulting in unavoidable costly litigations.

5. REDUCTION OF EQUITY SHARE CAPITAL

As reported last, the paid-up Equity Share Capital of the Company has been reduced from Rs.74,26,95,030 divided into 74269503 Equity Shares of Rs.10/- each to Rs.3,71,34,752 divided into 37134752 Equity Shares of Re.1/- each and accordingly the new Share Certificates have been dispatched to all the shareholders, who hold the shares in physical form and to the shareholders, who hold shares in de-mat form by crediting the new shares in their respective accounts.

The above new shares have been listed on the Bombay and UP. Stock Exchanges

6. CHANGE OF NAME OF THE COMPANY

During the year under report, the name of the Company has been changed to Jaykay Enterprises Limited' with effect from 15th October, 2010 vide fresh Certificate of Incorporation consequent upon change of name issued by the Registrar of Companies, U.P & Uttarakhand.

7. ALTERATION IN OBJ ECTS CLAUSE OF MEMORANDUM Of ASSOCIATION

During the year under report, the Objects Clause of the Memorandum of Association of the Company has been changed incorporating certain new business activities.

8. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors' Report along with the Auditors' Certificate on its compliance.

9. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors' Report.

10. PARTICULARS OF EMPLOYEES

There was no employee getting salary in excess of the limits as specified under the amended provisions of sub-section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review.

11. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

13. ABRIDGED BALANCE SHEET

The Company shall be sending Abridged Balance Sheet to all its members as permitted by SEBI guidelines dated 26.04.2007. Full Balance Sheet shall be available on Company's Website. Members, who are desirous of getting full Balance Sheet may send their request to the Company at its Registered Office or on its e-mail address.

14. DIRECTORS

Two of your directors namely Shri R.K. Tandon and Shri Kailash Nath will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

15. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they 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 that year;

(iii) they have taken proper and sufficient care for 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) they have prepared the annual accounts on a going concern basis.

16. AUDITORS

M/s. PL. Tandon and Co., CharteredAccountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re-appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub- Section (1B) of Section 224 of the Companies Act, 1956You are requested to consider their appointment.

FOR AND ON BE HALF OF THE BOARD

(GAURHARISINGHANIA) CHAIRMAN

Place: Kanpur Dated :27th May, 2011

Mar 31, 2010

The Directors submit the Annual Report and audited Statements of Account for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS

2009-10

(Rs. in Lacs)

Other Income 619.00

Profit before Depreciation 213.26

Depreciation 9.54

Profit for the year 203.72

Extra Ordinary Items 661.54

Profit before tax 865.26

Provision for Interest on Income Tax 32.24

Profit after tax 833.02

Balance from previous year 16742.51

Less: Adjustment against reduction of capital (14833.48)

Balance carried to Balance Sheet (1076.01)

2. OVERALL PERFORMANCE

During the year, the Company had income only from interest, rent and Registrar & Transfer Agents activities. After meeting fixed over-head expenses, the prof for the year was Rs.203.72 lacs. After certain write back of provisions/suppliers accounts, write off of non-recoverable debts, the year resulted in a surplus before tax of Rs.865.26 lacs.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend payment of dividend for the year.

4. REHABILITATION PACKAGE

As reported last, pursuant to the order of Honble AAIFR all the Companys plants including Jhalawar plant have been sold and thus the Company has implemented the rehabilitation package approved by Honble AAIFR in toto except few assets. Sale proceeds received are utilized for discharging of liabilities. As the Companys net worth is still negative, it continues to be a sick industrial unit within the provisions of Sick Industrial Companies (Special Provisions) Act, 1985. Despite the fact that the Company has already implemented the scheme, Workers Union(s) and Staff Association, Kota continue to file and challenge the orders at various judicial platforms on account of one or the other ground. Thus, several cases are pending at various levels of judiciary. Company is taking effective steps to protect it from adverse consequences. Besides, several old litigations and claims filed by various parties are also daunting the Companys efforts for revival.

5. REDUCTION OF EQUITY SHARE CAPITAL

During the year under report with a view to restructure its Balance Sheet and after seeking your approval, the Company filed a petition to Honble Allahabad High Court seeking their confirmation for reduction of its paid-up Equity Share Capital & Reserves by adjusting the same against accumulated losses of the Company, which was approved by the Honble Allahabad High Court by an Order dated 18th December, 2009. Accordingly the paid-up Equity Share Capital of the Company has been reduced from Rs.74,26,95,030 divided into 74269503 Equity Shares of Rs.10/- each to Rs.3,71,34,752 divided into 37134752 Equity Shares of Re.1/- each. New Share Certificates have been in process of dispatch to all the shareholders, who hold the shares in physical form.

As required, the Company has filed application for listing of new shares with Bombay and UP. Stock Exchanges, which is still in process and on getting approval the Demat Accounts of shareholders, who are holding shares in Demat form shall get credit with new equity shares.

6. CHANGE OF NAME OF THE COMPANY

As all the existing manufacturing activities of the Company have been dispensed with and the Board of Directors is exploring possibilities of new avenues, it has decided to change the name of the Company to Jay Kay Enterprises Limited, which may synchronise its new activities. Necessary resolution in this regard is contained in the notice of ensuing Annual General Meeting of the Company. You are requested to consider and approve the same.

7. ALTERATION IN OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION

The Company proposes to alter Its Objects Clause contained in the Memorandum of Association so as to incorporate certain new business activities. Necessary resolutions in this regard are being circulated to the shareholders through Notice of Postal Ballot as required by law. You are requested to exercise your option through postal ballot and give your consent to the proposal.

8. NOTICE OF POSTAL BALLOT

Pursuant to the provisions of Section 192A of the Companies Act, 1956 read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2001, a notice is being sent to all the shareholders seeking their assent/ dissent through Postal Ballot on the proposed Special Resolutions under Sections 17,149(2A) and 372A of the Companies Act, 1956. You are requested to consider and approve the same.

9. CORPORATE GOVERNANCE

A report on Corporate Governance is annexed as part of the Directors Report along with the Auditors Certificate on its compliance. However, Note on Management discussions and Analysis Report is not being given, as none of the Companys plants were in operation.

10. COMPLIANCE CERTIFICATE

A Compliance Certificate as per the provisions of Companies (Compliance Certificate) Rules, 2001 has been obtained and the same is annexed herewith as part of the Directors Report.

11. PARTICULARS OF EMPLOYEES

Statement of Employee getting salary in excess of the limits as specified under the provisions of sub- section (2A) of Section 217 of the Companies Act, 1956 throughout or part of the financial year under review is appended. However, in terms of provisions of Section 219(1 )(b)(iv) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company. Any member interested in obtaining such particulars may send the request to the Company at its Registered Office.

12. PUBLIC DEPOSITS

The Company is not accepting any deposits from the public. The unclaimed amounts relating to Public deposits redeemed by the Company relating to earlier years had been deposited by the Company in "Investors Education and Protection Fund" set up by the Central Government pursuant to the provisions of Section 205 C of the Companies Act, 1956 last year and there is no unclaimed amount remaining outstanding with the Company as on date.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.

As there has been no manufacturing operation during the year, there is nothing to be reported with regard to conservation of energy and technology absorption. However, the details of foreign exchange earnings and out go are given in the additional information in the Annual Report.

14. ABRIDGED BALANCE SHEET

The Company shall be sending Abridged Balance Sheet to all its members as permitted by SEBI guidelines dated 26.04.2007. Full Balance Sheet shall be available on Companys Website. Members, who are desirous of getting full Balance Sheet may send their request to the Company at its Registered Office.

15. DIRECTORS

(a) Two of your directors namely Shri Jagendra Swamp and Shri N.K. Jhajharia will retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

(b) After close of the year, Shri K.V. Murthy has ceased to be a director consequent upon his resignation with effect from 1st May, 2010. Your directors wish to place on record their warm appreciation for the valuable services and advice rendered by Shri K.V. Murthy during tenure of his office.

16. RESPONSIBILITY STATEMENT

The Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they 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 that year;

(iii) they have taken proper and sufficient care for 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) they have prepared the annual accounts on a going concern basis.

17. AUDITORS

M/s. P. L. Tandon and Co., Chartered Accountants, Kanpur, Auditors of the Company will retire from their office at the ensuing Annual General Meeting. They are, however, eligible for re- appointment. They have furnished a Certificate to the effect that their appointment will be in accordance with limits specified in Sub-Section (1B) of Section 224 of the Companies Act, 1956. You are requested to consider their appointment.

FOR AND ON BEHALF OF THE BOARD

Place : Kanpur (GAUR HARI SINGHANIA)

Dated :21st May, 2010 CHAIRMAN

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