Directors Report of Ameenji Rubber Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 18^th Annual Report of your
company along with the Audited Financial Statements for the Financial Year
ended on March 31, 2024 (“financial year under review”). Further, in
compliance with the Companies Act, 2013 the company has made all
requisite disclosures in the Board Report with the objective of accountability
and transparency in its operations and to make you aware about its
performance and future perspective.

1. Financial Performance:

The financial statements for the financial year ended March 31, 2024,
forming part of this Annual Report, have been prepared in accordance
with the applicable accounting standards.

Key highlights of financial performance of your Company for the
financial year ended March 31, 2024 as compared to the previous
financial year is summarized as below:

Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
Revenue from Operations	8333.84	8564.08
Other income	90.29	12.85
Total income	8424.13	8576.93
Total Expenditure	7736.13	8145.67
Profit / (Loss) Before Tax	688.00	431.25
Exceptional Items	33.68	-
Less: Tax Expenses-	182.39	117.54
Provision of Earlier year	18.65	-
Deferred Tax	-1.76	-1.39
Profit/(Loss) After Tax	455.04	315.10

2» State of Affairs;

The Company is engaged in the business of Manufacturing of Rubber
and its Products. The highlights of the Company’s performance during
the period under review are as under:

• Revenue from operations is Rs. 8333.84 Lakhs for the FY 2023-
24 and Rs. 8564.08 Lakhs/- for the FY 2022-23.

• Net Profit for the year is Rs. 455.04 Lakhs as compared to the
Profit of Rs. 315.10 Lakhs in the previous year.

® The affairs of the Company are conducted in accordance with the
accepted business practices and within the purview of the
applicable legislations.

3. Dividend:

Your Company has not proposed/declared any dividend during/ for the
FY 2023-24.

4. Change in the nature of business:

During the financial year under review, there is no change in nature of
the business of the Company. The affairs of the Company are
conducted in accordance with the accepted business practices and
within the purview of the applicable legislations.

5. Transfer to reserves:

During the year under the review, the company has transferred the
profit of Rs. 455.04 Lakhs to Reserves & Surplus A/c.

6. Share Capital:

Authorised Capital:

During the financial year under review, the authorised capital of the
Company has been increased from Rs. 36.50 Lakhs to Rs. 120.00
Lakhs vide resolution passed by its members in their Extra-Ordinary
General Meeting dated 10-02-2024.

• Paid-up Capital:

The paid-up capital of the Company as on 31.03.2024 is
Rs. 82.80 Lakhs.

7„ Alteration in Memorandum and Articles:

During the period under review, your company has altered the capital
clause of the Memorandum of Association of the Company, consequent
to an increase in the authorised capital of the Company from Rs. 36.50
Lakhs to Rs. 120.00 Lakhs vide shareholder’s resolution dated 10-02-

2024.

However, there is no change in the Articles of Association of the
Company during the period under review.

8. Subsidiary Company(ies)/Associate Company(ies)/ Joint Ventures:

For the financial year under review, your Company doesn’t have any
subsidiary/ associate/ joint venture companies. Accordingly, statement
containing salient features of the financial statements of the subsidiary
companies in Form AOC-1 pursuant to section 129(3) of the
Companies Act, 2013 is not applicable.

9. CONSOLIDATED FINANCIAL STATEMENTS

For the financial year under review, your Company doesn’t have any
subsidiary companies. Hence the consolidation of financial statements
is not applicable.

10. Committees of the Board:

Audit Committee

The provisions under Section 177 of the Companies Act, 2013 relating
to the constitution of Audit Committee are not applicable to company
during the year under review.

Nomination, Remuneration Committee

The provisions under section 178 relating to constitutions of
Nomination and Remuneration Committee are not applicable to the
company during the year under review.

Stakeholders Relationship Committee

The provisions under section 178 relating to constitutions of
Stakeholders Relationship Committee are not applicable to the
company during the year under review.

11. Meeting of the board of directors:

The Board of Directors duly met 28 (Twenty-Eight) times during the
Financial Year under review. The maximum gap between any two Board
Meetings was less than one Hundred and Twenty days.

12. Annual Evaluation:

A formal annual evaluation has been made by the Board of its own
performance and that of its committees and individual directors.

13. Directors’ Responsibility Statement

Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed
by the Internal, Statutory Auditors and the reviews performed by
Management and the Board, the Board is of the opinion that the
Company''s internal financial controls were adequate and effective
during the financial year 2023-24.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the
Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

i. in the preparation of the annual financial statements for the year
ended March 31, 2024, the applicable accounting standards have
been followed and there are no material departures;

ii. accounting policies have been selected and applied consistently and
judgments and estimates that are reasonable and prudent have been
made, so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2024 and of the profit/loss of the Company
for the year ended on that date;

iii. proper and sufficient care have been taken for the maintenance of
accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company, for preventing 8s detecting
fraud and/or other irregularities;

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

v. internal financial controls have been laid down by the Company and
that such internal financial controls are adequate and are operating
effectively; and

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

14. Particulars of Employees:

There are no employees, whose particulars are required to be furnished
under Section 197(12) read with Rule 5 (1) (2) & (3) of Companies
(Appointment & Remuneration) Rules, 2014 as remuneration of none of
the employee is drawing in excess of Rs.5,00,000/- per month during
the financial year.

15. Statutory Auditors - Appointment and Audit Report:

Pursuant to the provisions of Section 139 of the Companies Act, 2013,
M/s. M M REDDY 85 CO., Chartered Accountants, FRN: 010371S, a
firm of Chartered Accountants, Hyderabad was appointed as Statutory
Auditors of the Company for a term of 1 (one) year from the conclusion
of 17^th Annual General Meeting till the conclusion of 18^th Annual
General Meeting to be held in the Year 2024.

16. Replies to the statutory auditor’s remarks:

The Auditors Report for the Financial Year ended 31^st March, 2024
does not contain any qualification, adverse remark or reservation and
therefore, do not call for any further explanation or comments from the
Board under Section 134(3) of the Companies Act, 2013.

17. Frauds reported by the auditors:

There are no frauds reported by auditors under sub-section (12) of
section 143.

18. Internal Auditor:

The company does not require to appoint an Internal Auditor as per
Section 138 of the Companies Act, 2013.

19. Internal Financial Control:

Your Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the
company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of
accounting records, and the timely preparation of reliable financial
disclosures. Your directors express their satisfaction and states that
the company is having the adequate internal finance control system to
the size of its operation.

20. Public Deposits:

During the financial year under review your company has not
accepted/ not required to renew any deposits falling within the
meaning of Section 73 of Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.

21. Particulars of contracts or arrangements with related party:

For the details of contracts/arrangements entered with related parting
during the year under the provisions of Section 188 of the Companies
Act, 2013 and rules made thereunder, please refer the relevant notes to
the financial statements.

22. Material changes and commitments affecting financial position of
the company from the end of the financial year till the date of the
report:

During the year under review, there are no material changes and
commitments affecting the financial position of the Company, occurred
between the end of the financial year of the company to which the
financial statements relate and the date of the report.

23. Significant and material orders passed by the regulators or courts
or tribunals:

During the year under review, there was no significant and material
order passed by the regulators or courts or tribunals impacting the
going concern status and Company’s operations in future.

24. Risk Management;

Risk management is the process of identification, assessment and
prioritization of risks followed by coordinated efforts to minimize,
monitor and mitigate/control the probability and/or impact of
unfortunate events to maximize the realization of opportunities. The
company has initiated a process of preparing a comprehensive risk
assessment and minimization procedure. These procedures are meant
to ensure that executive management controls risk through means of a
properly defined framework. The major risks are being identified by the
company and its mitigation process/measures being formulated in
areas of operations, recruitment, financial processes and reporting,
human resources and statutory compliance.

25. Conservation of energy, technology absorption, foreign exchange
earnings and outgo:

Conservation of Energy:

The operations of the Company are not energy-intensive. However, the
Company is making continuous efforts on ongoing basis to conserve the
energy by adopting innovative measures to reduce wastage and
optimize consumption.

(i)	The steps taken or impact on conservation of energy	The operations of the company are not energy intensive, adequate measures have, however, been taken, to conserve and reduce wastage and optimize consumption.
(ii)	The steps taken by the company for utilizing alternate sources of energy
(iii)	The Capital investment on energy conservation equipment’s	Nil

Technology Absorption: Nil

26. Foreign exchange earnings & outgo:

Particulars	2023-24
Foreign Exchange earnings	-
Foreign Exchange outgo	-

27. Disclosure under Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) act, 2013:

The company is committed to provide a safe and conducive work
environment to its employees and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in line
with the provision of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules made
thereunder.

Summary of sexual harassment complaints received and disposed off:

• No. of complaints received : Nil/NA

• No. of complaints disposed off : Nil/NA

28. Corporate Social Responsibility (CSR):

Pursuant to Section 135 and Schedule VII of the Companies Act, 2013,
the company do not fall under the class of companies as provided in
the Act, hence, provisions of CSR shall not apply to the company.

29. Secretarial Audit Report;

The Company has not require to appoint Secretarial Auditor during the
Financial Year under review.

30. Compliance with Secretarial Standards:

Pursuant to the provisions of Section 118 of the Companies Act, 2013,
the Company has complied with the applicable provisions of the
Secretarial Standards issued by the Institute of Company Secretaries of
India and notified by Ministry of Corporate Affairs.

31. Opinion of the Board with regard to Integrity, Expertise and
Experience of the Independent Directors appointed during the
Year;

There is no appointment of Independent Director during the year under
review.

32. Vigil mechanism/ whistle blower policy;

The Board of Directors has formulated a Whistle Blower Policy which is
in compliance with the provisions of Section 177(10) of the Companies
Act, 2013 and Regulation 22 of the Listing Regulations. The Company
promotes ethical behaviour and has put in place a mechanism for

reporting illegal or unethical behaviour. The Company has a Vigil
Mechanism and Whistle-blower policy under which the employees are
free to report violations of applicable laws and regulations and the Code
of Conduct. Employees may report their genuine concerns to the
Chairman of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee. Vigil Mechanism
Policy has been established by the Company for directors and
employees to report genuine concerns pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013.

33. Cost Records/ Cost Audit:

As per the criteria laid down in Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 as amended from
time to time, your Company is not required to maintain of cost records
and accordingly, cost audit is not applicable to your company.

34. Green Initiatives:

The company sends the annual report to its members in electronic
form, whose email addresses are registered with the
company/depository participants(s). For members who have not
registered email addresses, physical copies are sent in the permitted
mode.

In case of any change in your email address, you are requested to
please inform the same to the Company.

35. Human Resources:

Your Company considers its Human Resources as the key to achieve its
objectives. Keeping this in view, your Company takes utmost care to
attract and retain quality employees. The employees are sufficiently
empowered and such work environment propels them to achieve higher
levels of performance. The unflinching commitment of the employees is
the driving force behind the Company’s vision. Your Company
appreciates the spirit of its dedicated employees.

36. Annual Return:

In terms of Section 92(1) of the Act, read with Rule 11 of The
Companies (Management and Administration) Rules, Annual Return for

the FY 2023-24 comprising the requisite details in Form MGT-7 shall
be duly filed by the company with MCA.

37. Particulars of Loans, Guarantees or Investments:

The Company has not given loans, Guarantees or made any
investments during the year under review.

38. Event based disclosures

During the year under review, the Company has not taken up any of
the following activities:

i. Issue of sweat equity share: NA

ii. Issue of shares with differential rights: NA

iii. Issue of shares (including sweat equity shares) to employees of

the Company: NA.

iv. Disclosure on purchase by Company or giving of loans by it for

purchase of its shares: NA

v. Buy back shares: NA

vi. Disclosure about revision: NA

vii. Preferential Allotment of Shares: NA.

viii. Issue of equity shares with differential rights as to dividend,

voting: NA

39. Rights issue:

During the year under review, the Company has raised capital by way
of issue of right shares.

40. Other Disclosures:

During the year under review-

a) Your company has not revised its financial statement.

b) No application made or proceedings pending against the company
under the Insolvency and Bankruptcy Code, 2016 during the year
along with their status as at the end of the financial year.

c) No valuation of the Company has been done during the year under
review, either for the purpose of one time settlement (OTS) or for the
purpose of taking loan from bank/FIs.

41. APPRECIATION:

The Directors express their appreciation to all employees of the various
divisions for their diligence and contribution to performance. The
Directors also record their appreciation for the support and co¬
operation received from bankers and all other stakeholders. Last but
not the least, the Directors wish to thank all shareholders for their
continued support.

By order of the Board
For Ameenji Rubber Limited

Date: 06-09-2024 Mufaddal Najmuddin Sakina Mufaddal

Place: Hyderabad Deesawala Deesawala

Director Director

DIN: 02243284 DIN: 02369977