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A Oneindia Venture

നിഫ്റ്റി 24,005.80 -1.82%

സ്വർണ്ണം ₹ 14,820 /gm

സെൻസെക്സ് 77,566.16 -1.71%

നിഫ്റ്റി 24,005.80 -1.82%

സ്വർണ്ണം ₹ 14,820 /gm

സെൻസെക്സ് 77,566.16 -1.71%

നിഫ്റ്റി 24,005.80 -1.82%

സ്വർണ്ണം ₹ 14,820 /gm

Directors Report of Annvrridhhi Ventures Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 45^th Annual Report of Annvrridhhi Ventures Limited (Formerly known as J. Taparia Projects Limited) on the business and operations of the company along with the Audited Financial Statements for the financial year ended on 31^st March, 2025.

1. FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs)
Particulars	Current year	Previous year
	2024-25	2023-24
Revenue From Operations and Other Income	6698.54	420.71
Profit before Depreciation, Interest & Tax	91.58	(631.23)
Less: Depreciation and Amortization	9.92	0.99
Less: Finance Costs	10.02	0.23
Profit before Tax	71.64	(632.45)
Less: Tax Expense	(2.08)	0.07
Profit for the year (1)	73.72	(632.52)
Other Comprehensive Income (2)	00.00	(1,412.90)
Total Comprehensive Income (1 2)	73.72	(2,045.41)
Add: Balance of Profit for earlier years	(684.96)	1,360.46
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-
Balance carried forward	(611.24)	(684.96)

2. CHANGE OF NAME OF THE COMPANY:

During the year under review, the name of the Company was changed from "J. Taparia Projects Limited" to "Annvrridhhi Ventures Limited" to better align with the Company''s revised business focus and strategic direction.

The Board of Directors approved the change of name at its meeting held on 03^rd September, 2024, and the shareholders'' approval was duly obtained at the 44^th Annual General Meeting held on 26^thSeptember, 2024. Following the necessary approvals, the Company received a fresh Certificate of Incorporation from the Central Processing Centre, Ministry of Corporate Affairs, dated 15^thNovember, 2024, confirming the change of name to "ANNVRRIDHHI VENTURES LIMITED."

The new name is derived from two Sanskrit words:

â¢ "Ann", meaning food, and

â¢ "Vrridhhi", meaning growth or prosperity.

Together, "Annvrridhhi" symbolizes the Company''s commitment to fostering growth in the agri-food and allied sectors, reflecting its future plans to venture into businesses that are aligned with food, nutrition, and sustainable development.

The Board believes that this change in name not only represents the evolving nature of the Company''s operations but will also enhance its market positioning, support sustainable earnings, and contribute positively to shareholder value over the long term.

3. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:

The Board of Directors at its Board meeting held on 14^th February, 2024 had approved the shifting of registered office of the company from the state of West Bengal to the state of Gujarat, subject to approval of shareholders and regulatory authorities. The shifting of registered office would be from 4A, Council House Street, MMS Chambers, 1^st Floor, Room No. D, Council House Street, Near Olisa Reality, Opposite Raj Bhavan, Kolkata, West Bengal - 700 001 to Office No. 306, 3^rd Floor, Urban 2, Bhayli, Vadodara, Gujarat - 390 007 subject to necessary approvals. However, the inter-state shifting of the registered office was not carried out, as the Board considered it more appropriate to first complete the process of changing the name of the Company to reflect its revised business focus. The name of the Company was subsequently changed to "Annvrridhhi Ventures Limited" in November 2024, as detailed in the earlier section of this Report. The Board may, at a suitable time in the future, revisit the proposal for shifting the registered office to the State of Gujarat, if deemed appropriate in the interest of the Company and its stakeholders.

Pursuant to Section 12 of The Companies Act, 2013 and other applicable provisions of The Companies Act, 2013 and rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force), the company had changed the Registered Office from 4A, Council House Street, MMS Chambers, 1^st Floor, Room No. D, Council House Street, Near Olisa Reality, Opposite Raj Bhavan, Kolkata, West Bengal - 700 001 to Room No. 202, 41/A, Tara Chand Dutta Street, Kolkata -700 073, West Bengal with effect from 01^st September, 2024.

4. CHANGE IN NATURE OF THE BUSINESS:

During the year under review, the nature of the business remained unchanged.

5. OPERATIONS/ STATE OF COMPANY''S AFFAIRS:

During the year under review, the Company has recorded a profit after taxes of ^ 73.72 lakhs/-.

The Directors are actively identifying prospective business areas and strategic opportunities. The Company intends to make appropriate investments in such areas with the objective of maximizing revenue and enhancing overall business performance in the current financial year.

6. LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on The BSE Limited (Scrip code: 538539).

The Company has paid the Annual listing fees for the financial year 2024-25 to the said Stock Exchange as required.

7. DIVIDEND:

In view of strengthening the financial position and to enhance the reserve base of the Company, the Board has not recommended any dividend for the financial year 2024-25.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid in the previous financial year, the provisions of Section 125 of The Companies Act, 2013 is not applicable to the Company.

9. SHARE CAPITAL:

Authorized share capital

Pursuant to provisions of Sections 13, 61 and other applicable provisions of The Companies Act, 2013, the authorized share capital of the company was increased from ^ 16,20,00,000/- (Rupees Sixteen crore twenty lakhs) to ^ 54,00,00,000/- (Rupees Fifty Four crores) divided into 5,40,00,000 (Five crore forty lakhs) equity shares of ^ 10/- each (Rupees Ten Only) by creation of additional 3,78,00,000 (Three crore seventy eight lakhs only) equity shares of ^ 10/- (Rupee Ten) each.

Accordingly, the members of the Company pursuant to Postal Ballot Results dated 19^th November, 2024 approved the alteration of Memorandum of Association by substituting the existing Clause V thereof with the new Clause V.

The increase in authorized share capital facilitates any fund raising in future via further rights issue/ QIP/Preferential Allotment/ Private Placement/ Public Issue etc. of equity shares of the company.

Issued, Subscribed and Paid-up share capital

There were no changes in Issued, Subscribed and Paid-up Share Capital during the year under review. As on 31^st March, 2025, the issued, subscribed and Paid-up Share Capital of the company stood at:

Capital details
Issued Share Capital	^ 16,20,00,000/-

Subscribed Share Capital	^ 16,20,00,000/-
Paid- up Share Capital	^ 16,20,00,000/-

Utilization of proceeds

During the year under review, the Company had not raised any funds through preferential allotment or qualified institutions placement as specified under Regulation 32(7A) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Buy back of securities

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

Sweat equity shares

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

Bonus shares

No Bonus shares were issued during the year under review.

Employees Stock Option Plan

The Company has not provided any Stock Option Plan to its employees during the year under review.

10. RIGHTS ISSUE:

The Board of Directors at its meeting held on 11^th December, 2024 had approved raising of funds through issuance and allotment of equity shares having face value of ^ 10.00/- (Rupees Ten Only) for an aggregate amount not exceeding ^ 49,00,00,000/- (Rupees Forty Nine Crores Only) on Right issue basis, on such terms and conditions as may be decided by the Board of Directors to the eligible equity shareholders of the Company, as on the record date (to be notified subsequently) subject to the receipt of applicable regulatory, statutory approvals, in accordance with the provisions of The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, The SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, and The Companies Act, 2013 and the rules made thereunder, as amended from time to time.

The Company had received ''in-principle'' approval from BSE Limited for listing the Rights Equity Shares to be allotted pursuant to the rights issue through its letter dated 03^rd February, 2025.

11. SUB-DIVISION OF EQUITY SHARES:

The Board of Directors at its Board Meeting held on 31^st August, 2024 had approved the stock split (sub-division of equity shares) of Company''s 1 (One) equity share of face value of ^ 10/- each into 10 (Ten) equity shares of face value of ^ 1/- each, subject to the approval of shareholders and other approvals as may be required.

The shareholder''s approval was taken in the Annual General Meeting dated 26^th September, 2024.

The board had decided to postpone such sub-division until further notice and has not commenced the corporate action required for the sub-division of equity shares during the year under review.

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

There is no such material change and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

13. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed, color or social status of the employee. All employees (permanent, contractual, temporary, trainees) are covered. During the financial year, no complaints were received.

a.	Number of complaints of sexual harassment received in the year	NIL
b.	Number of complaints disposed off during the year	NA
c.	Number of cases pending for more than ninety days	NA

14. MATERNITY BENEFIT ACT, 1961

The provisions related to the Maternity Benefits Act, 1961 were not applicable to the company during the year under review.

15. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT. 2013:

The Company does not have any holding, subsidiary, joint venture and associate companies as per The Companies Act, 2013 as on 31^st March, 2025.

16. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of The Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company. Hence, there is no need to develop CSR policy and to take initiative thereon.

17. RISK MANAGEMENT:

The Company has framed a Risk Management Policy under the requirements of Regulation 21(4) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the revised risk management policy was approved by the Board of Directors.

The objective of Risk Management is to create and protect shareholders value by minimizing threats or losses, and identifying and maximizing opportunities. It seeks to identify risks inherent in any business operations of the Company and provides guidelines to define, measure, report, control and mitigate the identified risks.

Presently, the composition of Risk Management Committee as required under Regulation 20 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

18. BOARD PROCESSES, PROCEDURES AND PRACTICES:

The Company believes that the effectiveness of the Board is reinforced by its structures and the processes and procedures it follows. The board''s processes and practices generally involve sharing meeting agendas, convening meetings, making decisions, finalizing minutes, and overseeing board committees. The company adheres to best practices when convening and conducting board and committee meetings.

It has in place robust practices and processes that contribute to the effective and efficient performance of the Board. Board systems and procedures broadly comprise convening the meetings, contents of the agenda, conducting the meetings, decision making at the meetings, adequacy of minutes and working of Board committees. Decisions relating to the policy and operations of the Company are arrived at meetings of the Board which are held periodically. Meetings of the Board enable discussions on matters placed before them and facilitate decision making based on collective judgment of the Board. The Company follows the best practices in convening and conducting meetings of the Board and its committees. These include:

Frequency of meetings

A minimum of four Board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the Board meetings.

Board Agenda

It strikes a fine balance between the reviews of the past performance and forward-looking issues. The agenda is structured such that routine and administrative matters do not consume too much Board time. The agenda is made available to the Directors along with supporting documents sufficiently in advance of the meetings.

Availability of information to the Board

The Board is supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the Chairman and Managing Director, the Company Secretary''s responsibility includes ensuring good flow of information within the Board as well as between Key Managerial Personnel''s and Non-Executive Directors.

The following information, inter alia is provided to the Directors of the Company:

â¢ Quarterly results of the Company

â¢ Minutes of meetings of Board and other committees of the Board

â¢ General notices of interest received from Directors

â¢ Notices which are materially important

Role of Chairman and Managing Director

The Chairman and Managing Director lives and upholds the highest standards of integrity and probity inside and outside the Boardroom, through setting clear expectations in terms of culture and values, as well as in terms of the style and tone of board discussions. The Chairman and Managing Director encourages Directors to express their views frankly and challenge constructively in order to improve the standard of discussion in the boardroom. The Chairman and Managing Director also encourages the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence.

The role includes:

â¢ Setting a board agenda which is primarily focused on business, strategy, accountability, competitive performance and value creation;

â¢ Ensuring that issues relevant to this objective are reserved for board consideration, including determining the nature and extent of the significant risks the board is willing to embrace in the implementation of its strategy.

â¢ Advice while respecting executive responsibility; consulting the Independent Director on board matters consistent with regulations; ensuring effective processes are established relating to succession planning and the composition of the board, having regard to the benefits of diversity.

â¢ Making certain that an effective decision-making process is in place in the Board, and that the Board''s committees are properly structured with appropriate terms of reference.

â¢ Encouraging the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence.

Role of Chief Financial Officer

A Chief Financial Officer takes up the job of planning, implementing and managing all the activities related to finance in the organization and is responsible for all fiscal decisions. Tracking cash, analyzing the Company''s financial strength, financial reporting compliances, and proposing corrective actions are also some of the responsibilities. The Chief Financial Officer also updates and advises the Board of Directors on the appropriate financial strategies to be adopted in line with the corporate governance, legal, and ethical aspects. The Chief Financial Officer pays a key role in aligning the business strategies of the Company for the most desirable financial outcomes for the interests of Investors and other stakeholders.

Role of Company Secretary in Overall Governance Process

The Company Secretary has a key role to play in facilitating the effective functioning of the Board through the timely presentation of Board information which by being accurate, clear and comprehensive and assists in high quality decision making. Under the direction of the Chairman and Managing Director, the Company Secretary''s responsibilities include ensuring accurate information flows within the Board and its committees, between key managerial personnel and non-executive Directors, as well as facilitating induction and assisting with professional development. All Directors have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are complied with. In addition, the Company Secretary discharges the functions prescribed under The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Besides, the Company Secretary also acts as secretary of the Board and its committees thereof.

19. FAMILIARIZATION PROGRAMMES:

The Board members have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The detailed policy on the familiarization programme is available on the website at

https://www.annvrridhhi.com/download/codeofconduct/familiarisation-programme-imparted-to-

independent-directors.pdf

20. AUDITORS:Statutory Auditor

In accordance with the provisions of The Companies Act, 2013, the Board at its meeting held on 20^thSeptember, 2023 had appointed M/s. VCA & Associates, Chartered Accountants (Firm Registration Number: 114414W) as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of R. K. Kankaria & Co., Chartered Accountants (Firm Registration Number: 321093E), (Due to change in the control and management of the Company) at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. VCA & Associates, Chartered Accountants, to hold office of Statutory Auditor for a term of 1 year i.e. 07^th November, 2023 till the conclusion of Annual General Meeting of the company to be held in the year 2024.

The Board had re-appointed M/s. VCA & Associates, Chartered Accountants (Firm Registration Number: 114414W) for a term of 1 year, ending with their conclusion as Statutory Auditors of the company at the 45^th Annual General Meeting of the company to be held in the year 2025.

M/s. VCA & Associates, Chartered Accountants had signified their assent and confirmed their eligibility to be appointed as Statutory Auditors in terms of the provisions of Section 141 of The Companies Act, 2013 read with Rule 4 of The Companies (Audit and Auditors) Rules, 2014. The firm performed its obligations in adherence to recognized auditing standards and periodically certifies its independence from the management.

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; the Board of Directors had appointed M/s. Pooja Gala & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company to conduct the secretarial audit for the financial year 2024-25 at its Board Meeting held on 24^th May, 2024. The Company had received the resignation letter dated 31^stAugust, 2024 from M/s. Pooja Gala & Associates, Practicing Company Secretaries tendering her resignation as Secretarial Auditor with effect from 01^st September, 2024 due to engagement in other professional assignments.

The Board of Directors at its Board Meeting held on 31^st August, 2024 had appointed M/s. Kirti Sharma & Associates, Practicing Company Secretaries (Membership No.: A41645, Certificate of Practice No. 26705) as Secretarial auditor of the company for the financial year 2024-25 effective from 01^stSeptember, 2024.

The Secretarial Audit Report in Form MR-3 issued by M/s. Kirti Sharma & Associates, Practicing Company Secretaries forms part of the Report on Corporate Governance. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company had undertaken an audit for the financial year 2024-25 for all applicable compliances as per The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Kirti Sharma & Associates, Practicing Company Secretaries, Secretarial Auditor for the financial 2024-25 has been submitted to the stock exchange and forms part of the Report.

No non-compliance has been reported under the Annual Secretarial Compliance Report for financial year 2024-25.

21. INTERNAL AUDITOR:

The Board of Directors at its Board Meeting 24^th May, 2024 had appointed M/s. Shah Meet & Associates, Chartered Accountants (Firm Registration Number: 153506W) as Internal Auditor for the financial year 2024-25 by complying with the provisions of Section 138(1) of The Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.

22. AUDITORS REPORT:

The statutory auditors have audited the financial statements of the Company for the year under review. The observations of Statutory Auditors in their Report read with relevant Notes to Accounts are self-explanatory and therefore, do not require further explanation under Section 134 of The Companies Act, 2013.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

23. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:

There have been no instances reported by the Auditors to the Audit Committee or the Board under Section 143(12) of The Companies Act, 2013.

24. INDIAN ACCOUNTING STANDARDS, 2015:

The annexed financial statements comply in all the material aspects with the Indian Accounting Standards (IND AS) notified under Section 133 of The Companies Act, 2013 read with The Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of The Companies Act, 2013.

25. DIRECTORS:

As of 31^st March, 2025, the Board of Directors consisted of 06 (Six) Directors. This included 01 (One) Executive Director, who is involved in the company''s day-to-day operations, 03 (Three) Non-Executive Independent Directors, and 02 (Two) Non-Executive Non-Independent directors.

For comprehensive information about the board and committee structure, director tenure, and other relevant details, please refer to the Corporate Governance Report included in this Annual Report.

In accordance with the requirements of the listing regulations, the Board has identified the essential skills, expertise, and competencies that its directors need to possess to effectively function in the context of the company''s business. These key skills, expertise, and core competencies are outlined in detail in the Corporate Governance Report.

Directors liable to retire by rotation

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Jagdishprasad Shreegopal Agrawal (DIN: 10864856) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. The Board recommends all the resolutions placed before the members relating to appointment / reappointment of Directors for their approval.

Number of Board Meetings of the Board of Directors

The schedules of Board and Committee meetings are prepared and circulated in advance to the Directors. The details of the number of Board Meetings and meetings of various Committees are given in the Report on Corporate Governance. The intervening gap between the meetings was within the time period prescribed under The Companies Act, 2013, the revised Secretarial Standards - 1 (SS-1) issued by The Institute of Company Secretaries of India and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year, 11 (Eleven) Board Meetings were convened and held.

The details of which are given in the Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under The Companies Act, 2013.

26. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

Your Directors make the following statements in terms of Section 134 of The Companies Act, 2013, which is to the best of their knowledge and belief and according to the information and explanations obtained by them.

Pursuant to the requirement under Section 134(3)(c) of The Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

i. In the preparation of the annual accounts for the Financial Year ended 31^st March, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31^st March, 2025;

iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities;

iv. The Directors have prepared the annual accounts for the Financial Year ended 31^st March, 2025 on a going concern basis;

v. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

vi. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

27. COMMITTEES OF THE BOARD:

The Company has formed the following committees in accordance with the relevant provisions of The Companies Act, 2013, Listing Regulations, circulars, notifications, and directives issued by the Reserve Bank of India, and the company''s internal corporate governance requirements. Each committee has a specific mandate outlined in its terms of reference to address particular issues and ensure efficient decision-making on various matters:

a)	Audit Committee The Audit Committee comprises of following Directors as on 31^st March, 2025.
	Name of the Director	Designation	Position in Committee
	Mr. Navinchandra Dilipsinh Bochare	Non- Executive Independent Director	Chairperson
	Mr. Tarunkumar Bhagwandas Sukhwani	Non- Executive Independent Director	Member
	Ms. Bhoomi Ketan Talati	Non- Executive Independent Director	Member
	Mr. Sarvesh Manmohan Agrawal	Chairman and Managing Director	Member
b)	During the year under review, Audit Committee met 6 (Six) times. Nomination and Remuneration Committee The Nomination and Remuneration Committee comprises of following Directors as on 31^stMarch, 2025.
	Name of the Director	Designation	Position in Committee
	Ms. Bhoomi Ketan Talati	Non- Executive Independent Director	Chairperson
	Mr. Navinchandra Dilipsinh Bochare	Non- Executive Independent Director	Member
	Mr. Manmohan Shreegopal Agrawal	Non-Executive NonIndependent Director	Member
	During the year under review, Nomination and Remuneration Committee met 4 (Four) times.

c) Stakeholders Relationship Committee The Stakeholders Relationship Committee comprises of following Directors as on 31^st March 2025.
		Name of the Director			Designation			Position in Committee
		Mr. Tarunkumar Bhagwandas Sukhwani			Non- Executive Independent Director			Chairperson
		Mr. Manmohan Shreegopal Agrawal			Non-Executive NonIndependent Director			Member
		Mr. Jagdishprasad Shreegopal Agrawal			Non-Executive NonIndependent Director			Member
d)	During the year under review, Stakeholders Relationship Committee met 1 (One) time. Rights Issue Committee The Rights Issue Committee comprises of following members as on 31^st March, 2025.
	Name of the Director			Designation			Position in Committee
	Mr. Sarvesh Manmohan Agrawal			Chairman and Managing Director			Chairperson
	Mr. Tarunkumar Bhagwandas Sukhwani			Non- Executive Independent Director			Member
	Ms. Vrinda Agarwal			Chief Financial Officer			Member
	Ms. Sakina Lokhandwala			Company Secretary and Compliance Officer			Member
During the year under review, Rights Issue Committee met 1 (One) time. KEY MANAGERIAL PERSONNEL: In terms of Section 203 of The Companies Act, 2013; the Company has following persons as Key Managerial Personnel:
Sr. No.			Name of Key Managerial Personnel			Designation
1			Mr. Sarvesh Manmohan Agrawal			Chairman and Managing Director
2			Ms. Vrinda Agarwal			Chief Financial Officer

3	Ms. Sakina Lokhandwala	Company Secretary and Compliance
		Officer

29. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declaration to the Company under Section 149(7) of The Companies Act, 2013; that they meet the criteria of independence as provided under Section 149(6) of The Companies Act, 2013 read with Regulation 16(1)(b) of The SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Independent Directors of the Company have registered themselves with the data bank of Independent Directors created and maintained by the Indian Institute of Corporate Affairs (IICA) Manesar.

The Board has also confirmed that they are not aware of any circumstances or situation which exist or may be reasonable anticipated that could impair or impact their ability to discharge their duties and that they are independent of the management.

As on 31^st March, 2025 following are the Independent Directors on the Board of the Company:

â¢ Ms. Bhoomi Ketan Talati

â¢ Mr. Tarunkumar Bhagwandas Sukhwani

â¢ Mr. Navinchandra Dilipsinh Bochare

30. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 30^th January, 2025; as per the provisions of Schedule IV (Code for Independent Directors) of The Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; in which the following matters were considered:

â¢ Evaluation of the performance of Non-Independent Directors and the Board of Directors.

â¢ Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors.

â¢ Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

31. ANNUAL EVALUATION BY THE BOARD:

The Board has carried out an annual evaluation of its own performance, Committees of the Board and individual Directors pursuant to the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. The Board of Directors expressed their satisfaction with the evaluation process.

32. CODE OF CONDUCT:

The Company has laid down the rules for code of conduct for Board of Directors and Senior Management Personnel of the Company. The code of conduct has also been posted on Company''s website viz. https://www.annvrridhhi.com/download/codeofconduct/code-of-conduct-for-board-of-directors-and-senior-management-personnel.pdf

In compliance with this code, the Board of Directors and Senior Management Personnel have affirmed their compliance with the code for the financial year ended on 31^st March, 2025. A declaration to this effect duly signed by the Chairman & Managing Director forms part of this Annual Report.

33. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

During the financial year ended 31^st March, 2025, the Company has not granted any loans, made any investments, or provided any guarantees or securities covered under the provisions of Section 186 of the Companies Act, 2013. Accordingly, the requirements of Section 186 of the Act and the disclosures mandated under Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company for the year under review.

34. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and on arms'' length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved the Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions of the Company. During the financial year 2024-25; all

contracts/arrangements/transactions entered into by your Company with related parties under Section 188(1) of The Companies Act, 2013 were in the ordinary course of business and on an arm''s length basis and has been approved by the Audit Committee of the Company.

During the financial year 2024-25; the materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons approved by the Board, are disclosed in the related party disclosures in notes to the financial statements for the financial year ended 31^st March, 2025.

All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Related party transactions were disclosed to the Board on regular basis as per IND AS-24. Details of related party transactions as per IND AS-24 may be referred to in Note No. 28 of the Audited Financial Statements. Pursuant to Regulation 23(9) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had filed the reports on related party transactions with the Stock Exchange within the stipulated time period.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31^st March, 2025 in prescribed Form AOC-2 is appended to this Report as Annexure -A.

The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions of the Company as approved by the Board of Directors has been uploaded on the website of the Company viz. https://www.annvrridhhi.com/download/codeofconduct/policy-of-related-party-transactions.pdf

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

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of The Companies Act, 2013 read with The Companies (Accounts) Rules, 2014 are not applicable to the Company.

36. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details required under Section 197(12) of The Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed to this Board''s Report as Annexure - B.

37. ANNUAL RETURN:

In terms of Section 92(3) of The Companies Act, 2013 and Rule 12 of The Companies (Management and Administration) Rules, 2014 a copy of Annual Return as required under The Companies Act, 2013 has been placed on the Company''s website viz www.annvrridhhi.com

38. ACCEPTANCE OF PUBLIC DEPOSIT:

During the financial year under review, your Company has neither accepted nor renewed any deposits from the public or its employees falling within the ambit of Section 73 and 74 of The Companies Act, 2013 read together with The Companies (Acceptance of Deposits) Rules, 2014. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

39. COST AUDIT AND COST RECORDS:

During the year under review, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of The Companies Act, 2013 are not applicable for the business activities carried out by the Company.

40. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for Directors and employees pursuant to the requirements of Section 177(9) of The Companies Act, 2013 and Regulation 22 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been communicated to the Directors and employees of the Company. The vigil mechanism /whistle blower policy is also posted on the website of the Company.

The vigil mechanism /whistle blower policy enables a director or an employee to report confidentially to the management, without fear of victimization, any unacceptable and/or unethical behavior, suspected or actual fraud, violation of the Company''s code of conduct or ethics policy and instances of leak or suspected leak of unpublished price sensitive information which are detrimental to the organization''s interest. It provides safeguards against victimization of directors/ employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

During the financial year under review, no such incidence was reported and no person was denied access to the Chairman of the Audit Committee. The policy of the whistle blower is posted on the company''s website at https://www.annvrridhhi.com/download/codeofconduct/whistle-blower-policy.pdf

41. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

During the financial year, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government from time to time.

42. STATUTORY DISCLOSURES:

A copy of audited financial statements of the Company will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the financial year ended on 31^st March, 2025 is attached to the Balance Sheet.

43. PROHIBITION OF INSIDER TRADING:

As per The SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Ms. Sakina Lokhandwala, Company Secretary as Compliance Officer who is responsible for setting forth procedures and implementing of the code for trading in Company''s securities. During the year under review, there has been due compliance with the said code.

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the company''s operations forms part of this Annual Report as Annexure-C.

45. CORPORATE GOVERNANCE REPORT:

As per requirement of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from Practicing Company Secretary confirming compliances, forms an integral part of the report.

46. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

No significant and material order has been passed by the regulator, court, tribunal, statutory and quasi-judicial body impacting the going concern status of the Company and its future operations.

47. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

48. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an internal financial control system commensurate with the size and scale of its operations. The internal financial controls have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors. These controls are adequate and operating effectively so as to ensure orderly and efficient conduct of business operations. During the year under review, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

49. CREDIT RATING:

The Company has not issued any debt instruments and does not have any Fixed Deposit Programme or any scheme or proposal involving mobilization of funds in India or abroad during the financial year ended 31^st March, 2025.

Consequently, there was no requirement for the company to obtain a credit rating, which is typically used to assess the creditworthiness of an entity that issues debt.

50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

51. ACKNOWLEDGEMENT:

Your Directors place their gratitude and appreciation for the support and co-operation received from its members, business associates, financial institutions and other various government authorities for their continued support extended to the Company during the year under review.

Your Directors wish to place on record their appreciation of the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the shareholders, consumers and banks for their continued support.

Mar 31, 2024

Your Directors have pleasure in presenting the 44^th Annual Report of J. Taparia Projects Limited on the business and operations of the company along with the Audited Standalone Financial Statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

R in Lakhs)

Particulars	Current year	Previous year
	2023-24	2022-23
Revenue From Operations and Other Income	420.71	12.89
Profit before Depreciation, Interest & Tax	(631.23)	1.26
Less: Depreciation and Amortization	0.99	-
Less: Finance Costs	0.23	0.90
Profit before Tax	(632.45)	0.36
Less: Tax Expense	0.07	-
(Profit for the year (1)	(632.52)	0.36
Other Comprehensive Income (2)	(1,412.90)	(2,347.88)
Total Comprehensive Income (1 2)	(2,045.41)	(2,347.52)
Add: Balance of Profit for earlier years	1,360.46	3,707.97
Less: Transfer to Reserves	-	-
Less: Dividend paid on Equity Shares	-	-
Balance carried forward	(684.95)	1,360.46

Note:

a. During the financial year 2011-12, the company had made investments of ^ 1,04,36,025/- each in five companies namely Coolhut Traders Limited, Fabert Merchandise Limited, Footflash Trading Limited, Gabarial Enclave Limited and Gritty Marketing Limited to acquire 100% holding viz. 70,000 equity shares of ^ 10/- each, in each of the five companies. All the companies were thereafter converted into LLPs in the financial year 2018-19. Consequently, the investments were converted into capital contributions to the tune of ^ 1,04,36,025/- in each LLP respectively. During the financial year under consideration i.e. financial year 2023-24, a supplementary agreement was executed in respect of each of the LLPs on 28^th June, 2023 whereby the Company has retired as a partner from all of the above five LLPs. On retirement, the Company received an amount of ^ 6,94,000/- from each of the five LLPs. The same was duly approved by the company via board resolution passed in the board meeting held on 28^th June, 2023 and special resolution passed at the AGM dated 7^th August, 2023. The resultant loss on such divestment has been recognized in the books as Loss from Subsidiary LLPs on disposal.

b. During the FY under consideration, the company has disposed off its investments in two subsidiaries, namely, Suvridhi Vanijya Private Limited and Waterlink Suppliers Limited w.e.f. 1^st October, 2023 via

donation to charitable trust. The amount of such donation was the book value of the companies, total ^ 2,10,52,000/- and the same has been recognized in the books as loss on disposal of investment through donation.

c. In view of the above, Consolidated Financial Results were available only from 1^st April, 2023 to 30^thSeptember, 2023. W.e.f. 1^st October, 2023, consolidated financial results were not applicable to the company. Hence, for the year ended 31^st March, 2024, the company has adopted only standalone financial results.

2. SHIFTING OF REGISTERED OFFICE AND CORPORATE OFFICE OF THE COMPANY:

Pursuant to Section 12 of The Companies Act, 2013 and other applicable provisions of The Companies Act, 2013 and rules made thereunder (including any statutory modification or re-enactment thereof for the time being in force), the company had changed the Registered Office from 1 Mall Road (Khudiram Bose Sarani) 3^rd Floor, Kolkata, West Bengal - 700 080 to 4A, Council House Street, MMS Chambers, 1^st Floor, Room No. D, Council House Street, Near Olisa Reality, Opposite Raj Bhavan, Kolkata, West Bengal - 700 001 with effect from 07^th November, 2023.

The Board at it''s Board meeting held on 14^th February, 2024 had approved the shifting of registered office of the company from the state of West Bengal to the state of Gujarat, subject to approval of shareholders and regulatory authorities. The shifting of registered office will be from 4A, Council House Street, MMS Chambers, 1^st Floor, Room No. D, Council House Street, Near Olisa Reality, Opposite Raj Bhavan, Kolkata, West Bengal - 700 001 to Office No. 306, 3^rd Floor, Urban 2, Bhayli, Vadodara, Gujarat - 390 007 subject to necessary approvals.

As the new management is based in Vadodara, the Company has set up its Corporate Office at Office No. 306, 3^rd Floor, Urban 2, Bhayli, Vadodara, Gujarat - 390 007 wherein KMP''s, Directors and majority of the employees have been functioning from. The same was approved in the Board Meeting held on 01^st September, 2023. All the books of accounts and statutory registers are maintained in the Corporate Office of the Company.

3. OPERATIONS/ STATE OF COMPANY''S AFFAIRS:

During the year under review, the Company has incurred loss of ^ 6,32,51,822.50/-. During the year, there was change in control and management of the company.

The Directors are identifying the prospective areas and will make appropriate investments that will maximize the revenue of the company in the current financial year.

During the financial year 2023-24, there has been change in the control and management of the company. Mr. Sarvesh Manmohan Agrawal and Mr. Chirayu Agrawal have acquired 44,33,200 equity shares of ^ 10/- each representing 27.37 % of the paid-up capital of the Company by way of Share Purchase Agreement dated 23^rd March, 2023 between the erstwhile promoters and acquirers.

The acquirers have made Open Offer of 48,60,000 equity shares of ^ 10/- each at an offer price of ^ 6/- per share representing 30.00% of the paid-up capital of the company. The Open offer opened on 13^th June, 2023 and closed on 26^th June, 2023 & it was successfully completed on 26^th August, 2023. 48,04,130 Equity shares were tendered in the Open Offer. The present promoters after compilation of open offer are holding 92,37,330 equity shares of ^ 10/- representing 57.02% of the paid-up Capital of the Company. Pursuant to the completion of the open offer the entire Board of the company was changed on 12^th August, 2023, details of which are given elsewhere in the report.

The company has changed the main objects in its Board Meeting held on 01^st September, 2023 and shareholders'' approval was taken by way of postal ballot and resolution was passed on 08^th January, 2024 to carry out the business related to trade, manufacture, process, prepare, disinfect, fermentative, compound, mix, clean, wash, concentrate, crush, grind, segregate, pack, repack, add, remove, heat, grade, preserve, freeze, distillate boil, sterilize, improve, extract, refine, buy, sell, resale, import, export, bater, transport, store, forward, distribute, dispose, develop, handle, manipulate, market, supply and to act as an agent, broker, representative, consultant, collaborator, stockist, liaisoner, middleman, export house, job worker, or otherwise to deal in all types, description, tastes, uses and packs of agriculture commodity, dry fruit and consumer food items, chilly, coriander, turmeric, spices, garam masala, their by product, ingredients, derivates, residues, including foods and vegetables, packed foods, drinks, beverages, juices, jams, jelly, sauces, pickles, sausages, syrup, sarbats, flavored drinks, health and diet drinks, extruded food, frozen foods, fast food, cream, cheese, ghee, butter, biscuits, bread, cakes, pastries, confectioneries, sweets, chocolates, toffees, breakfast foods, protein foods, milk foods, strained baby foods, instant foods, cereal product, table delicacies whether natural artificial or synthetic and to carry on such other business may be mutually agreed upon by the partners from time to time in India and Outside India subject to shareholders'' and Regulatory bodies'' approval/s. Furthermore to establish and carry on the business of master franchise, area representative, developer or franchisee of any International/Local brand franchiser or as assignee or agent of master franchise and to procure, market and provide rights to use a format and system relating to the establishment and operation of franchised restaurants, catering outlets, hotel, pizzeria, food delivery and recreational services in India or internationally and to perform activities of retail/wholesale trade of raw materials and other items incidental to the above business.

The new business line will make a value addition to the net worth of the Company. The Company had received the certificate of Registration of the Special Resolution Confirming Alteration of Object Clause(s) from Registrar of Companies, Central Processing Centre (CPC) dated 01^st March, 2024.

4. LISTING OF EQUITY SHARES:

The Company''s equity shares are listed on The BSE Limited (Scrip code: 538539).

The Company has paid the Annual listing fees for the financial year 2023-24 to the said Stock Exchange as required.

5. DIVIDEND:

In view of strengthening the financial position and to enhance the reserve base of the Company, the Directors have not recommended any dividend during the financial year 2023-24.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid in the previous financial year, the provisions of Section 125 of The Companies Act, 2013 is not applicable to the Company.

7. SHARE CAPITAL:

The paid-up capital of the company as on 31^st March, 2024 is ^ 16,20,00,000. During the financial year, the Company has not allotted any equity shares.

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

9. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

a	Number of complaints filed during the financial year	NIL
b.	Number of complaints disposed off during the financial	NA
	year
c.	Number of complaints pending as on end of the	NA
	financial year

10. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES AS PER THE COMPANIES ACT. 2013:

During the financial year 2011-12, the company had made investments of ^ 1,04,36,025/- each in five companies namely Coolhut Traders Limited, Fabert Merchandise Limited, Footflash Trading Limited, Gabarial Enclave Limited and Gritty Marketing Limited to acquire 100% holding viz. 70,000 equity shares of ^ 10/- each, in each of the five companies. All the companies were thereafter converted into LLPs in the financial year 2018-19. Consequently, the investments were converted into capital contributions to the tune of ^ 1,04,36,025/- in each LLP respectively. During the financial year under consideration i.e. financial year 2023-24, a supplementary agreement was executed in respect of each of the LLPs on 28^th June, 2023 whereby the Company has retired as a partner from all of the above five LLPs. On retirement, the Company received an amount of ^ 6,94,000/- from each of the five LLPs. The same was duly approved by the company via board resolution passed in the board meeting held on 28^th June, 2023 and special resolution passed at the AGM dated 7^th August, 2023. The resultant loss on such divestment has been recognized in the books as Loss from Subsidiary LLPs on disposal.

During the FY under consideration, the company has disposed off its investments in two subsidiaries, namely, Suvridhi Vanijya Private Limited and Waterlink Suppliers Limited w.e.f. 1^st October, 2023 via donation to charitable trust. The amount of such donation was the book value of the companies, total ^ 2,10,52,000/- and the same has been recognized in the books as loss on disposal of investment through donation.

The Company does not have any holding, subsidiary, joint venture and associate companies as per The Companies Act, 2013 as on 31^st March, 2024.

11. CORPORATE SOCIAL RESPONSIBILITY:

12. RISK MANAGEMENT:

The Company has framed a Risk Management Policy containing the elements of risks and implementation strategy to mitigate those risks. During the year, the risk management policy was reviewed by the management of the Company; to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders'' value and to provide an optimum risk reward tradeoff.

The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board of Directors. Presently, the composition of Risk Management

Committee as required under Regulation 20 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

13. BOARD PROCESSES, PROCEDURES AND PRACTICES:

The Company believes that the effectiveness of the Board is reinforced by its structures and the processes and procedures it follows.

Frequency of meetings

Board Agenda

Availability of information to the Board

The following information, inter alia is provided to the Directors of the Company:

â¢ Quarterly results of the Company

â¢ Minutes of meetings of Board and other committees of the Board

â¢ General notices of interest received from Directors

â¢ Show cause, demand, prosecution notices and penalty

â¢ Notices which are materially important

Role of Chairman and Managing Director

The role includes:

â¢ Setting a board agenda which is primarily focused on business, strategy, accountability, competitive performance and value creation;

â¢ ensuring that issues relevant to this objective are reserved for board consideration, including determining the nature and extent of the significant risks the board is willing to embrace in the implementation of its strategy.

â¢ Making certain that an effective decision-making process is in place in the Board, and that the Board''s committees are properly structured with appropriate terms of reference.

â¢ Encouraging the active engagement of all Board members in Board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence.

Role of Chief Financial Officer

A Chief Financial Officer takes up the job of planning, implementing and managing all the activities related to finance in the organization and is responsible for all fiscal decisions. Tracking cash, analyzing the Company''s financial strength, financial reporting compliances, and proposing corrective actions are also some of the responsibilities. The Chief Financial Officer also updates and advise the Board of Directors on the appropriate financial strategies to be adopted in line with the corporate governance, legal, and ethical aspects. The Chief Financial Officer pays a key role in aligning the business strategies of the Company for the most desirable financial outcomes for the interests of Investors and other stakeholders.

Role of Company Secretary in Overall Governance Process

Managing Director, the Company Secretary''s responsibilities includes ensuring accurate information flows within the Board and its committees, between senior management and non-executive Directors, as well as facilitating induction and assisting with professional development. All Directors have access to the advice and services of the Company secretary who is responsible to the Board for ensuring that Board procedures are complied with. In addition, the Company Secretary discharges the functions prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Besides, the Company Secretary also acts as secretary of the Board and its committees thereof.

14. FAMILIARIZATION PROGRAMMES:

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The detailed policy on the familiarization programme is available on the website at www.itapariaprojects.com

15. AUDITORS:

Statutory Auditor

Pursuant to Section 139 of The Companies Act, 2013 and rules made thereunder, M/s. R. K. Kankaria & Co., Chartered Accountants (Firm Registration Number: 321093E) was appointed as Statutory Auditor of the company on 7^th August, 2023 for the second term of 1 year i.e. from the conclusion of the 43^rd Annual General Meeting till the conclusion of 44^th Annual General Meeting to be held in the year 2024.

Pursuant to change in control and management of the company as well as change in whole of its Board of Directors, M/s. R. K. Kankaria & Co., Chartered Accountants (Firm Registration Number: 321093E) resigned as Statutory Auditor of the company with effect from 12^th August, 2023.

In accordance with the provisions of The Companies Act, 2013, the Board at its meeting held on 20^thSeptember, 2023 had appointed M/s. VCA & Associates, Chartered Accountants (Firm Registration

Number: 114414W) as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of R. K. Kankaria & Co., Chartered Accountants (Firm Registration Number: 321093E), (Due to change in the control and management of the Company) at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. VCA & Associates, Chartered Accountants, to hold office of Statutory Auditor for a term of 1 year i.e. 07^th November, 2023 till the conclusion of Annual General Meeting of the company to be held in the year 2024.

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; the Company had appointed M/s. Pooja Amit Gala, Company Secretary in Practice (Membership Registration No. 69393) as the Secretarial Auditor of the Company to conduct the secretarial audit for the financial year 202324. During the year under review, M/s. Pooja Amit Gala''s sole proprietorship was registered as firm namely M/s. Pooja Gala & Associates.

The Secretarial Audit Report in Form MR-3 forms part of the Report on Corporate Governance. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company had undertaken an audit for the financial year 2023-24 for all applicable compliances as per The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. Pooja Gala & Associates, Practicing Company Secretaries, Secretarial Auditor for the financial year 2023-24 has been submitted to the stock exchange and forms part of the Report.

No non-compliance has been reported under the Annual Secretarial Compliance Report for financial year 2023-24.

16. INTERNAL AUDITOR:

In the Board Meeting dated 12^th August, 2023 the Company had appointed M/s. Dalal Shastri & Co., Chartered Accountants as Internal auditor for the financial year 2023-24. The Company had received the resignation letter dated 20^th September, 2023 from M/s. VRAJM & Associates (Formerly known as M/s. Dalal Shastri & Co.), Chartered Accountants tendering their resignation as Internal Auditor of the company pursuant to change in management.

The Company had appointed M/s. Shah Meet & Associates, Chartered Accountants (Firm Registration Number: 153506W) as Internal Auditor for the financial year 2023-24 at its Board Meeting dated 20^thSeptember, 2023 by complying with the provisions of Section 138(1) of The Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014.

17. AUDITORS REPORT:

18. INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:

There have been no instances reported by the Auditors to the Audit Committee or the Board under Section 143(12) of The Companies Act, 2013.

19. INDIAN ACCOUNTING STANDARDS, 2015:

20. DIRECTORS:

The entire Board of the Company had undergone changes, pursuant to change in the management of the company. The details of Directors appointed & resigned during the financial year are as follows:

Sr. No.

DIN

Name of Director

Designation

Original Date of

Appointment

Date of Cessation

05162937

Sanjit Dhawa

Managing Director & CEO

05.03.2012

12.08.2023

09280967

Sonal Derasari

Whole Time Director

17.08.2021

12.08.2023

3 07516274 Surajit Ghosh Non-Executive 24.08.2016 12.08.2023

Director

4 08752330 Priyanka Singh Non-Executive 15.06.2020 12.08.2023

Independent

Director

5 08763022 Shiwaginee Jaiswal Non-Executive 15.06.2020 12.08.2023

Independent

Director

6 08804508 Vaishali Kumar Non-Executive 01.08.2020 12.08.2023

^Shaw Independent

Director

7 08766623 Sarvesh Manmohan Chairman and 12.08.2023 -

Agrawal Managing

Director

8 09146970 Chirayu Agrawal Non-Executive 12.08.2023 -

Non

Independent

Director

9 10276538 Ashni Dhrumil Patel Non-Executive 12.08.2023 15.02.2024

Independent

Director

10 07297521 Anant Vipin Patel Non-Executive 12.08.2023 15.02.2024

Independent

Director

11 10499741 Bhoomi Ketan Talati Non-Executive 14.02.2024 -

Independent

Director

12 10499616 Nisarg Jayeshkumar Non-Executive 14.02.2024 -

Thakkar Independent

Director

Directors liable to retire by rotation

In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of Company, Mr. Sarvesh Manmohan Agrawal (DIN: 08766623) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends all the resolutions placed before the members relating to appointment / reappointment of Directors for their approval.

Number of Board Meetings of the Board of Directors

The details of which are given in the Report on Corporate Governance. The intervening gap between the meetings was within the period prescribed under The Companies Act, 2013.

Details of the attendance of the Directors at the Board meetings held during the financial year ended on 31^st March, 2024 are as follows:

Name of the Director	DIN	Category	Number of Board Meetings Held during Attended the tenure of the Directors		Attendance at the last AGM (07.08.2023)
Mr. Sanjit Dhawa (Resigned on 12^th August, 2023)	05162937	Managing Director & CEO	05	05	Yes
Ms. Sonal Derasari (Resigned on 12^th August, 2023)	09280967	Whole Time Director	05	05	Yes
Mr. Surajit Ghosh (Resigned on 12^th August, 2023)	07516274	Non-Executive Director	05	05	Yes
Mrs. Priyanka Singh (Resigned on 12^th August, 2023)	08752330	Non-Executive Independent Director	05	05	Yes

Mrs. Shiwaginee Jaiswal (Resigned on 12^th August, 2023)	08763022	Non-Executive Independent Director	05	05	Yes
Ms. Vaishali Kumar Shaw (Resigned on 12^th August, 2023)	08804508	Non-Executive Independent Director	05	05	Yes
Mr. Sarvesh Manmohan Agrawal (Appointed on 12^th August, 2023)	08766623	Chairman and Managing Director	10	10	NA
Mr. Chirayu Agrawal (Appointed on 12^th August, 2023)	09146970	Non-Executive Non Independent Director	10	10	NA
Mr. Anant Vipin Patel (Appointed on 12^th August, 2023 and Resigned on 15^th February, 2024)	07297521	Non-Executive Independent Director	09	09	NA
Mrs. Ashni Dhrumil Patel (Appointed on 12^th August, 2023 and Resigned on 15^th February, 2024)	10276538	Non-Executive Independent Director	09	09	NA
Ms. Bhoomi Ketan Talati (Appointed on 14^th February, 2024)	10499741	Non-Executive Independent Director	02	02	NA
Mr. Nisarg Jayeshkumar Thakkar	10499616	Non-Executive Independent Director	02	02	NA

(Appointed on 14^th February, 2024)

21. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013:

Pursuant to the requirement under Section 134 of The Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

i. In the preparation of the annual accounts for the Financial Year ended 31^st March, 2024 the applicable accounting standards have been followed along with proper explanation relating to material departures;

iv. The Directors have prepared the annual accounts for the Financial Year ended 31^st March, 2024 on a going concern basis;

v. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

vi. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

22. COMMITTEES OF THE BOARD:

a) Audit Committee

The Audit Committee comprises of following Directors as on 31^st March, 2024.

Name of the Director	Designation	Position in Committee
Mr. Nisarg Jayeshkumar	Non- Executive	Chairperson
Thakkar	Independent Director
Ms. Bhoomi Ketan Talati	Non- Executive Independent Director	Member
Mr. Sarvesh Manmohan	Chairman and Managing	Member
Agrawal	Director

During the year under review, Audit Committee met 8 (Eight) times.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of following Directors as on 31^stMarch, 2024.

Name of the Director	Designation	Position in Committee
Ms. Bhoomi Ketan Talati	Non- Executive Independent Director	Chairperson
Mr. Nisarg Jayeshkumar	Non- Executive	Member
Thakkar	Independent Director
Mr. Chirayu Agrawal	Non-Executive NonIndependent Director	Member

During the year under review, Nomination and Remuneration Committee met 5 (Five) times.

c) Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of following Directors as on 31^st March, 2024.

Name of the Director	Designation	Position in Committee
Ms. Bhoomi Ketan Talati	Non- Executive Independent Director	Chairperson
Mr. Nisarg Jayeshkumar	Non- Executive	Member
Thakkar	Independent Director
Mr. Chirayu Agrawal	Non-Executive NonIndependent Director	Member

During the year under review, Stakeholders Relationship Committee met 1 (One) time.

23. KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of The Companies Act, 2013; the Company has following persons as Key Managerial Personnel under the Companies Act, 2013:

Sr. No.	Name of Key Managerial Personnel	Designation
1	Mr. Sanjit Dhawa (resigned on 12^th August, 2023)	Managing Director and CEO
2	Ms. Sonal Derasari (resigned on 12.08.2023)	Chief Financial Officer

3	Mr. Ashish Jain (resigned on 22.11.2023)	Company Secretary and Compliance Officer
4	Mr. Sarvesh Manmohan Agrawal (appointed on 12.08.2023)	Chairman and Managing Director
5	Ms. Vrinda Agarwal (appointed on 12.08.2023)	Chief Financial Officer
6	Ms. Sakina Lokhandwala (appointed on 24.11.2023)	Company Secretary and Compliance Officer

24. DECLARATION BY INDEPENDENT DIRECTORS:

As on 31^st March, 2024 following are the Independent Directors on the Board of the Company:

â¢ Mr. Nisarg Jayeshkumar Thakkar

â¢ Ms. Bhoomi Ketan Talati

25. MEETING OF INDEPENDENT DIRECTORS:

A separate meeting of the Independent Directors was held on 14^th February, 2024; as per the provisions of Schedule IV (Code for Independent Directors) of The Companies Act, 2013 and Regulation 25(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; in which the following matters were considered:

â¢ Evaluation of the performance of Non-Independent Directors and the Board of Directors.

â¢ Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors.

â¢ Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

26. ANNUAL EVALUATION BY THE BOARD:

27. CODE OF CONDUCT:

The Company has laid down the rules for code of conduct for the Members of the Board and Senior Management Personnel of the Company. The code of conduct has also been posted on Company''s website viz. www.jtapariaprojects.com. In compliance with this code, the Board Members and Senior Management Personnel have affirmed their compliance with the code for the financial year ended on 31^st March, 2024. A declaration to this effect duly signed by the Chairman & Managing Director forms part of this Annual Report.

28. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The details of Loans, Investments, Guarantees and Securities made, if any, during the financial year ended 31^st March, 2024 as per the provisions of Section 186 of The Companies Act, 2013 and Schedule V of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notes to the Financial Statements forming part of Annual Report.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and on arms'' length as part of its philosophy of adhering to highest ethical standards, transparency and accountability. In line with the provisions of The Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved a policy on related party transactions. During the financial year 2023-24; all contracts/arrangements/transactions entered into by your Company with related parties under Section 188(1) of The Companies Act, 2013 were in the ordinary course of business and on an arm''s length basis and has been approved by the Audit Committee of the Company.

During the financial year 2023-24; the materially significant related party transactions entered into by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons approved by the Board, are disclosed in the related party disclosures in notes to the financial statements for the financial year ended 31^st March, 2024.

All related party transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Related party transactions were disclosed to the Board on regular basis as per IND AS-24. Details of related party transactions as per IND AS-24 may be referred to in Note No. 26 of the Standalone Financial Statements. Pursuant to Regulation 23(9) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had filed the reports on related party transactions with the Stock Exchange within the stipulated time period.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31^st March, 2024 in prescribed Form AOC-2 is appended to this Report as Annexure -A.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.itapariaprojects.com

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

31. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

32. ANNUAL RETURN:

33. ACCEPTANCE OF PUBLIC DEPOSIT:

During the financial year under review, your Company has neither accepted nor renewed any deposits from the public or its employees within the meaning of Section 73 of The Companies Act, 2013 and

The Companies (Acceptance of Deposits) Rules, 2014. The details of loans and advances, which are required to be disclosed in the annual accounts of the Company, are provided as part of the financial statements.

34. COST AUDIT AND COST RECORDS:

During the financial year 2023-24; the provisions of Section 148 of The Companies Act, 2013 are not applicable to the Company.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism for Directors and employees pursuant to the requirements of Section 177(9) of The Companies Act, 2013 and Regulation 22 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same has been communicated to the Directors and employees of the Company. The vigil mechanism policy / whistle blower policy is also posted on the website of the Company.

The whistle blower policy/vigil mechanism enables a director or an employee to report confidentially to the management, without fear of victimization, any unacceptable and/or unethical behavior, suspected or actual fraud, violation of the Company''s code of conduct or ethics policy and instances of leak or suspected leak of unpublished price sensitive information which are detrimental to the organization''s interest. It provides safeguards against victimization of directors/ employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

36. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

37. STATUTORY DISCLOSURES:

38. PROHIBITION OF INSIDER TRADING:

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the company''s operations forms part of this Annual Report as Annexure-C.

40. CORPORATE GOVERNANCE REPORT:

41. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS:

No significant and material order has been passed by the regulator, court, tribunal, statutory and quasi-judicial body impacting the going concern status of the Company and its future operations.

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

42. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

43. CREDIT RATING:

Hence during the financial year; there was no requirement to obtain such Credit Ratings.

44. VALUATION:

During the year under review, there were no instances of onetime settlement with any Banks or Financial Institutions.

45. ACKNOWLEDGEMENT:

For J. Taparia Projects Limited SD/-

Sarvesh Manmohan Agrawal Managing Director DIN:08766623

Place: Vadodara Date: 31^st August, 2024

Mar 31, 2016

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Financial Statements for the year ended on 31st March, 2016.

( 1. Financial Results )_(Figures in ?)

	Standalone		Consolidated
Particulars	Current Year	Previous Year	Current Year	Previous Year
Sales & Other Income	950872	964098	1056372	1147198
Profit Before Depreciation, Taxation & Exceptional Item	(32323)	57024	(103122)	(103924)
Less: Depreciation	9388	25483	9388	25483
Less: Exceptional Items	-	112360	-	112360
Less: Deferred Tax	71	(2531)	71	(2531)
Profit / ( Loss ) After Taxation	(41782)	(78288)	(112581)	(239236)
Add: Balance Brought Forward from Previous Year	(961785)	(881182)	(1705691)	(1129616)
Surplus Available for Appropriation	(1003568)	(961786)	(1447108)	(1705691)
Appropriations
Tax for Earlier Year	-	(652)	-	(652)
Depreciation Adjusted as per Companies Act, 2013	-	(1664)	-	(1664)
Add : Addition on account of new Subsidiaries	-	-	-	(500837)
Less: Release unto cessation of Subsidiaries	-	-	371164	166314
Balance Carried To Balance Sheet	(1003568)	(961786)	(1447108)	(1705691)

2. Future Performance

During the year under review, the Company has incurred Loss of Rs. 41,782/-. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. Dividend

In view of Inadequate Profit, Your Directors regret their inability to recommend any dividend for the year.

4. Auditors

Statutory Audit:

M/s. Maroti & Associates, Chartered Accountants, (Firm Registration Number 322770E), was appointed as statutory auditors at Annual General Meeting held on 11^th September, 2014 subject to their ratification at every Annual General Meeting. The Board seeks shareholders approval to ratify auditorâs appointment from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

Secretarial Audit:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. P D Rao & Associates, of Company Secretaries in Practice (C.P. No. 14385) to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2016 is annexed herewith as âAnnexure Aâ to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

5. Directors )

Director Mr. Sanjit Dhawa (DIN 05162937) retire by rotation and, being eligible, offer themselves for re appointment.

Mr. Ranjit Kumar Bihani (DIN 00129487) tendered his resignation from the Board and the Board considered the same with kind appreciation of his effort to bring the company to achieve its goal. His resignation was effective w.e.f. 10.02.2016.

6. Personnel )

In accordance with the requirement of the provision of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration)Rules,2014, no employee of the Company is in receipt of remuneration aggregating to ? 60,00,000/- or more for the year and Rs 5,00,000/- or more for part of the month.

( 7. Statutory Information )

Particulars required to be furnished by the Companies (Accounts) Rules, 2014:

1. CONSERVATION OF ENERGY	: NIL
2. TECHNOLOGY ABSORPTION & ADOPTION	: NIL
3. FOREIGN EXCHANGE EARNING & OUTGO	: NIL

Q 8. Listing Agreement_

The Securities Exchange Board of India (SEBI) on September 2, 2015 issued SEBI (Listing Obligation and Disclosure Requirement) Regulation,2015 with the aim to consolidate and streamline the provision of Listing agreement for different segments of capital market to ensure better enforceability. The said Regulations were effective from December 1, 2015. Accordingly, all listed entities were required to enter into listing agreement within six months from the effective date. The Company entered into listing agreement with BSE Limited during December,2015.

9. Responsibility Statement

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

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

ii. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit or loss of the Company for the year under review.

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

10. Share Capital

The paid up equity capital as on March 31, 2016 was Rs. 16.20 Crore. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

11. Finance

Cash and cash equivalents as at March 31, 2016 was Rs. 10.83 lakhs. The company continues to focus on judicious management of its working capital, Receivables and other working capital parameters were kept under strict check through continuous monitoring

12. Fixed Deposit

We have not accepted any deposits within the meaning of Section 73 of the Companies Act,2013 and the Companies (Acceptance of Deposits) Rules,2014. Therefore, no such amount of principal or interest was outstanding as of the Balance Sheet date.

13. Particulars of Loans, Guarantees Or Investments

The Company has not given any loans or guarantees covered under the provision of Section 186 of the Companies Act,2013. The details of investment made by the Company is given in the notes of the financial statements.

14. Internal Control Systems And Their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and to the Board Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement and SEBI (Listing Obligation and Disclosure Requirement) Regulation,2015, mandates the Board shall monitor and review the Board evaluation framework has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

( 16. Remuneration Policy )

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

17. Related Party Transactions

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

( 18. Subsidiary Companies )

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company which forms part of this Annual Report.

( 19. Policies )

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on the website of the Company. The policies are reviewed periodically by the board and updated based on need and new compliance requirement.

20. Code of Conduct )

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Companyâs website.

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

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard

21. Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board looks into the complaints raised

22. Familiarization Programme for Independent Directors

All new Independent Directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided in the Corporate Governance and is also available on our website (http://www.jtapariaprojects.com). Further at the time of appointment of independent director, the company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities.

23. Prevention of Insider Trading

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

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

24. Corporate Governance Management Discussion & Analysis Report

As required under clause 49 of the listing agreement with the Stock Exchange and SEBI (Listing Obligation and Disclosure Requirements) Regulation,2015, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

The Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure.

25. Internal Financial Control and its Adequacy

The board has adopted 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 the accounting records, and the timely preparation of reliable financial disclosures.

26. Policy For Determining Materiality For Disclosures

In terms of Regulation 30 (4) (ii) of the Listing Regulations, the Board of Directors of the Company, is required to formulate and adopt a Policy for Determination of Materiality of Events/Information, and upload the same on the website of the Company. Further, SEBI had vide Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015, prescribed the details that need to be provided by Listed Companies while disclosing such material events/ information.

This policy applies to disclosure of material events affecting the company. In terms of Regulation 30 of the Listing Regulations, listed entities are required to disclose details of events / information which in the opinion of the Board, are material.

27. Archival Policy

The policy deals with the retention and archival of corporate records of Shree Securities Ltd. The policy is available on the website of the company.

28. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as â Annexure Bâ.

29. Acknowledgements )

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the board

Place: Kolkata Mahavir Jain Sanjit Dhawa

Date: 16^th Day of May, 2016 Whole Time Director Managing Director

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2014.

(Figures in Rs.)

CURRENT PREVIOUS YEAR YEAR

PROFIT/(LOSS) BEFORE TAXATION (4,048) 12,305

PROVISION FOR TAXES

Current tax

Deferred Tax (3,072) -

PROFIT AFTER TAX (7,120) 9,153

Brought forward from earlier years (8,74,062) (8,83,215)

Balance Carried To Balance Sheet(8,81,182) (8,74,062)

2. Future Performance

In the year under review, the Company has generated a Loss of Rs. 4,048/-. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. Dividend

In view of Inadequate Profit, Your Directors regret their inability to recommend recommend any dividend for the year.

4. Auditors

The retiring Auditors M/s. Maroti & Associates, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment expressing their willingness to be reappointed and to the effect that their appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment. The matter is placed for consideration of members in this Annual General Meeting to pass the Resolutions at Item Nos. 3 of the Annual General Meeting Notice.

5. Directors

The Board commends the passing of the Resolutions at Annual General Meeting Notice for the appointment of Mr. Sanjit Dhawa as Managing Director of the company.

As per the provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an Independent Director is required to be appointed and shall hold office for a term up to maximum of five consecutive years on the Board of a company and shall not be liable to retire by rotation. In compliance with the provisions of Section 149 the company may place before the Members in General Meeting for their approval to appoint requisite Independent Directors. The Board in honor of the provisions The Company may place before the Members in General Meeting for their approval a name to be appointed as Non-Executive Women Director in AGM Notice.

Mr. Dilip Kumar Kanoria retires by rotation and being eligible, offers himself for re-appointment as non-executive director being eligible for retirement by rotation.

6. Personnel

In accordance with the requirement of Section 217(2A) of the Companies Act 1956, it is stated that no employee of the Company is in receipt of remuneration aggregating to Rs. 60,00,000/- or more for the year and Rs 5,00,000/- or more for part of the month.

7, Statutory Information

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : NIL

2. TECHNOLOGY ABSORPTION & ADOPTION : NIL

3. FOREIGN EXCHANGE EARNING & OUTGO : NIL

8, Listing

Your directors are pleased to inform that the company had listed its equity share at BSE LTD. under direct listing norms. Our endeavor in this respect shall prove you a ready market on nationwide platform for trading in securities on a continuous basis adding prestige and importance to the company. The company can also raise additional funds from the public through the new issue market with a greater degree of assurance. The new funds sought to be raised break new ground for the Company and are steps towards our ambition to build a more global fund house.

9. Responsibility Statement

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

10. Corporate Governance

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

11. Acknowledgements

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the board

Place: Kolkata Ranjeet Kumar Bihani Sanjit Dhawa

Date: 26th Day of May, 2014 Director Managing Director

Mar 31, 2013

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS (Fig. in Rs.)

CURRENT YEAR PREVIOUS YEAR

PROFIT/(LOSS) BEFORE TAXATION 12,305 (1,88,760)

PROVISION FOR TAXES

Current tax (3,152) (3,473)

Deferred Tax - -

PROFIT AFTER TAX 9,153 (1,92,233)

Brought forward from earlier years (8,83,215) (6,90,982)

Balance Carried To Balance Sheet (8,74,062) (8,83,215)

2. FUTURE PERFORMANCE:

In the year under review, the Company has generated a Profit of Rs. 12,305/-. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Inadequate Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors Maroti & Associates, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Mr. Dilip Kumar Kanoria retires by rotation and being eligible, offers themselves for re-appointment Mr. Amal Jain retires by rotation and being eligible, offers themselves for re-appointment

6. PERSONNEL: In accordance with the requirement of Section 217(2A) of the Companies Act 1956, it is stated that no employee of the Company is in receipt of remuneration aggregating to Rs. 60,00,000/- or more for the year and Rs 5,00,000/- or more for part of the month.

7. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : NIL

2. TECHNOLOGY ABSORPTION & ADOPTION : NIL

3. FOREIGN EXCHANGE EARNING & OUTGO : NIL

8. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

9. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the board

Ranjeet Kumar Bihani Sanjit Dhawa

Director Director

Place : Kolkata

Date : 24th Day of May, 2013

Mar 31, 2012

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS (Fig. in Rs.)

CURRENT YEAR PREVIOUS YEAR

PROFIT/(LOSS) BEFORE TAXATION (1,88,760) 64,697

PROVISION FOR TAXES

Current tax (3,473) (19,992)

Deferred Tax - -

PROFIT AFTER TAX (1,92,233) 44,705

Brought forward from earlier years (6,90,982) (7,35,687)

Balance Carried To Balance Sheet (8,83,215) (6,90,982)

2. FUTURE PERFORMANCE:

In the year under review, the Company has generated a Loss of Rs. 1,88,760/-. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Loss, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors Maroti & Associates, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Mr.Mahavir Jain retires by rotation and being eligible, offers themselves for re appointment.

Mr. Sanjit Dhawa and Mr. Amal Jain where appointed as additional Director in the Board of the Company and who hold office till the date of Annual General Meeting. The Company has received notice from the members signifying their intention to propose appointment of them as director who will retire by rotation.

6. PERSONNEL:

In accordance with the requirement of Section 217(2A) of the Companies Act 1956, it is stated that no employee of the Company is in receipt of remuneration aggregating to Rs. 24,00,000/ or more for the year and Rs 2,00,000/ or more for part of the year.

7. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : NIL

2. TECHNOLOGY ABSORPTION & ADOPTION : NIL

3. FOREIGN EXCHANGE EARNING & OUTGO : NIL

8. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

9. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the board

Place : Kolkata Ranjeet Kumar Bihani Dilip Kumar Kanoria

Date : 22nd Day of June, 2012 Director Director

Mar 31, 2011

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS (Fig, in Rs.) CURRENT YEAR PREVIOUS YEAR

PROFIT/(LOSS) BEFORE TAXATIOPT 64,697 (1,29,312)

PROVISION FOR TAXES

Current tax (19,992) (13,191)

Deferred Tax - 51,600

PROFIT AFTER TAX 44,705 (90,903)

Brought forward from earlier years (7,35,687) (6,44,784)

Balance Carried To Balance Sheet (6,90,982) (7,35,687)

2. FUTURE PERFORMANCE:

In the year under review, the Company has generated a Profit of Rs. 44,705/-. Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of meager Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors Maroti & Associates, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Shri Ranjeet Kumar Bihani & Hari Bhagawan Taparia retires by rotation and being eligible, offers themselves for re-appointment.

6. PERSONNEL:

In accordance with the requirement of Section 217(2A) of the Companies Act 1956 , it is stated that no employee of the Company is in receipt of remuneration aggregating to Rs 24,00,000 or more for the year rs 2,00,000 or more for part of the year.

7. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988;

1. CONSERVATION OF ENERGY : NIL

2. TECHNOLOGY ABSORPTION & ADOPTION : NIL

3. FOREIGN EXCHANGE EARNING & OUTGO_: NIL_

8. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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 Finaneial Year.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

9. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBl code of Corporate Governance is annexed herewith.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the board

Place: Kolkata Ranjeet Kumar Bihani Dilip Kumar Kanoria Date : 28th day of June,2011 Directors Directors

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