43rd Annual Report 2016-2017 - Bombay Stock Exchange · 43rd Annual Report 2016-2017 5, Mahalaxmi Nagar, Ghatabillod - 454773 Dist. Dhar (M.P.) ... Brief resume of Directors including

43rd Annual Report2016-2017

5, Mahalaxmi Nagar, Ghatabillod - 454773 Dist. Dhar (M.P.)

CIN : L72112MP1974PLC001260Contact No. : 88890-18999

ANNUAL REPORT 2016-17

BOARD OF DIRECTORS

Shri Pramod Somani Managing DirectorShri Vikas Chikne Independent Director, Shri Luv Kumar saboo Independent Director Ms Pra�shtha Somani ( Muchhal) Director Shri Rajendra Kumar Ved CFO

AUDITORS M/S S. P. Moondra & Co. Chartered Accountants 53/8, Kanchan Baug, Indore – 452001 (M.P.)

REGISTERED OFFICE & WORKS 5, Mahalaxmi Nagar Ghatabillod - 454773

Dist. Dhar (M.P.) E-mail: [email protected] Website: www.jolindia.com Contact No.: 08889018999 CIN: L72112MP1974PLC001260

REGISTRAR AND SHARE Ankit Consultancy Private LimitedTRANSFER AGENT 60, Electronic Complex, Pardeshipura, Indore (M.P.)

Phone : 0731-2551745 Email: [email protected]

ISIN Demat Number INE432D01011

mailto:[email protected]

http://www.jolindia.com



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NOTICErdNOTICE is hereby given that the 43 Annual General Mee�ng of

the members of JYOTI OVERSEAS LIMITED will be held at the

Ram Kishan Garden, Village Sejwaya, Ghatabillod, Dis�. - Dhar th(M.P.) on Monday 25 September, 2017 at 3.00 PM to transact

the following Business:

ORDINARY BUSINESSES:

1. To receive, consider and adopt the Audited Balance Sheet as st at 31 March, 2017 and the Statement of Profit & Loss and

stCash Flow Statement for the year ended 31 March, 2017

together with the Reports of the Board of directors and

Auditors thereon.

2. To appoint a director in place of Ms Pra�shtha Somani

(Muchhal) (DIN: 02921806) who re�res by rota�on and

being eligible, offers herself for re-appointment.

3. To consider and if thought fit, to pass with or without

modifica�on(s), the following resolu�on as an Ordinary

Resolu�on:

“RESOLVED THAT subject to the provisions of sec�on 139,

141, 142 and other applicable provisions, if any, of

Companies Act, 2013 read with the Companies (Audit and

Auditors) Rules, 2014, (including any statutory modifica�on

or re-enactment thereof, for the �me being in force), the

company hereby appoint M/s A P G & Associates, Chartered

Accountants (ICAI Firm Registra�on No. 119598W), as the

Statutory Auditors of the Company to hold office from the rdconclusion of this 43 Annual General Mee�ng (AGM) �ll the

thconclusion of the 48 Annual General Mee�ng of the

Company to be held in the year 2022.”

For Jyo� Overseas Limited

thDate: 18 August , 2017 Pramod SomaniPlace: Ghatabillod (Managing Director) (DIN: 00042745)

NOTES:

1 A MEMBER ENTITLED TO ATTEND AND VOTE IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THIS MEETING. MEMBERS/ PROXIES SHOULD BRING THEIR ATTENDANCE SLIP DULY FILLED IN ORDER TO ATTEND THE MEETING. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY (50) AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY.

2. Brief resume of Directors including those proposed to be re-appointed, nature of their exper�se in specific func�onal areas, names of Public companies in which they hold directorships and memberships/ Chairmanship of Board Commi�ees, shareholding and rela�onships between

directors inter-se as s�pulated in Regula�on 36(3) of SEBI (Lis�ng Obliga�on and Disclosure Requirement) Regula�on, 2015 entered with the Stock Exchanges, are provided in the Corporate Governance Report forming part of the Annual Report.

3. In case of joint holders a�ending the mee�ng, only such joint holder who is higher in the order of names will be en�tled to vote.

4. The Register of Members and Share Transfer Book of the thCompany will remain close from Tuesday, 19 September,

th2017 to Monday, 25 September, 2017 (both days inclusive).

5. Shareholders desiring any informa�on as regards the accounts are requested to write to the Company at least 10 days before the Annual General Mee�ng to enable the Management to keep the informa�on ready.

6. Members are requested to kindly bring their copies of the Annual Report to the Mee�ng.

7. Members/Proxies should bring the A�endance Slip sent herewith duly filled in for a�ending the Mee�ng.

8. The shareholders are hereby informed that all the correspondence in connec�on with the shares be addressed to the Registrar & Share Transfer Agent M/S Ankit Consultancy Pvt. Ltd., at Plot no. 60, Electronics Complex, Pardeshipura, Indore-452010.

9. The Securi�es and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every par�cipant in Securi�es market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Par�cipant with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN to the Company/Ankit Consultancy.

10. Sec�on 72 of the Companies Act, 2013 extends the nomina�on facility to individual shareholders of the Company. Therefore, the shareholders willing to avail this facility may make nomina�on in Form SH-13.

11. Members who hold shares in physical form in mul�ple folios in iden�cal names or joint holding in the same order of names are requested to send the share cer�ficates to Ankit Consultancy, for consolida�on into single folio.

12. To prevent fraudulent transac�ons, members are advised to exercise due diligence and no�fy the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the Concerned Depository Par�cipant and holdings should be verified.

13. Electronic copy of the Annual Report is being sent to all the members whose email IDs are registered with the Company/Depository Par�cipant(s) for communica�on purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report is being sent in the permi�ed mode.

rd14. Electronic copy of the No�ce of the 43 Annual General


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Mee�ng of the Company inter alia indica�ng the process and manner of E-vo�ng along with A�endance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Par�cipant(s) for communica�on purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address,

rdphysical copies of the No�ce of the 43 Annual General Mee�ng of the Company inter alia indica�ng the process and manner of E-vo�ng along with A�endance Slip and Proxy Form is being sent in the permi�ed mode.

rd15. Membrs may also note that the No�ce of the 43 Annual General Mee�ng and the Annual Report for 2016-17 will also be available on the Company's website at www.jolindia.com. The physical copies of the aforesaid documents will also be available at the Company's Registered Office for inspec�on during normal business hours (11.00 A.M. to 5.00 P.M.) on all working days except Saturdays and Sundays, up to and including the date of the Annual General Mee�ng of the Company. Even a�er registering for e-communica�on, members are en�tled to receive such communica�on in physical form, upon making a request for the same, by post free of cost. For any communica�on, the shareholders may also send requests t o t h e C o m p a n y ' s i n v e s t o r e m a i l i d : [email protected].

16. E- vo�ng

In compliance with provisions of Sec�on 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administra�on) Rules, 2014, the Company is pleased to provide members with facility to exercise their votes by electronic means (e-vo�ng). The Company has engaged the services of “Central Depository Services Limited” (“CDSL”) to provide e-vo�ng facili�es and for security and enabling the members to cast their vote in a secure manner.

17. The Ministry of Corporate Affairs (vide circular Nos.17/2011 and 18/2011 dated April 21 and April 29, 2011 respec�vely, has undertaken a Green ini�a�ve in 'Corporate Governance' and allowed companies to share documents with its shareholders through an electronic mode. Members are requested to support this green ini�a�ve by represen�ng / upda�ng their e-mail addresses, in respect of shares held in dematerialized form with their respec�ve Depository Par�cipants and in respect of shares held in physical form with Transfer Agent.

The instruc�ons for shareholders vo�ng electronically are as under:

nd(I) The vo�ng period begins on 22 September, 2017 09.00 thAM and ends on 24 September, 2017 05.00 P.M. During

this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the

thcut-off date of 18 September, 2017 may cast their vote electronically. The e-vo�ng module shall be disabled by CDSL for vo�ng therea�er.

(ii) The shareholders should log on to the e-vo�ng website www.evo�ngindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verifica�on as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to and voted on an earlier vo�ng of www.evo�ngindia.comany company, then your exis�ng password is to be used.

(vii) If you are a first �me user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Ÿ Members who have not updated their PAN with the Company/Depository Par�cipant are requested to use the first two le�ers of their name and the 8 digits of the sequence number in the PAN field.

Ÿ In case the sequence number is less than 8 digits enter the applicable number of 0's before the number a�er the first two characters of the name in CAPITAL le�ers. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth (in

Bank dd/mm/yyyy format) as recorded in your demat

Details account or in the company records in order to login.

OR

Date If both the details are not recorded with the

of Birth depository or company please enter the member id

(DOB) / folio number in the Dividend Bank details field as men�oned in instruc�on (iv).

NOTE:Please keep the sequence number in safe custody for future e-vo�ng.

(Viii) A�er entering these details appropriately, click on “SUBMIT” tab.

(iv) Members holding shares in physical form will then directly reach the Company selec�on screen. However, members holding shares in demat form will now reach 'Password Crea�on' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for vo�ng for resolu�ons of any other company on which they are eligible to vote, provided that company opts for e-vo�ng through CDSL pla�orm. It is strongly recommended not to share your

http://www.evotingindia.com



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password with any other person and take utmost care to keep your password confiden�al.

(x) For Members holding shares in physical form, the details can be used only for e-vo�ng on the resolu�ons contained in this No�ce.

(xi) Click on the EVSN for the relevant Jyo� Overseas Ltd on which you choose to vote.

(xii) On the vo�ng page, you will see “RESOLUTION DESCRIPTION” and against the same the op�on “YES/NO” for vo�ng. Select the op�on YES or NO as desired. The op�on YES implies that you assent to the Resolu�on and op�on NO implies that you dissent to the Resolu�on.

(xiii) Click on the “jolindia.pdf” if you wish to view the en�re Resolu�on details.

(xiv) A�er selec�ng the resolu�on you have decided to vote on, click on “SUBMIT”. A confirma�on box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolu�on, you will not be allowed to modify your vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” op�on on the Vo�ng page.

(xvii) If a demat account holder has forgo�en the login password then Enter the User ID and the image verifica�on code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL's mobile app m-Vo�ng available for android based mobiles. The m-Vo�ng app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respec�vely. Please follow the instruc�ons as prompted by the mobile app while vo�ng on your mobile.

(ix) Note for Non – Individual Shareholders and Custodians

Ÿ Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to and www.evo�ngindia.comregister themselves as Corporates.· A scanned copy of the Registra�on Form bearing the stamp and sign o f t h e e n � t y s h o u l d b e e m a i l e d t o helpdesk.evo�[email protected].

Ÿ A�er receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

Ÿ The list of accounts linked in the login should be mailed to helpdesk.evo�[email protected] and on approval of the accounts they would be able to cast their vote.

Ÿ A scanned copy of the Board Resolu�on and Power of A�orney (POA) which they have issued in favour of

the Custodian, if any, should be uploaded in PDF format in the system for the scru�nizer to verify the same.

(xx) In case you have any queries or issues regarding e-vo�ng, you may refer the Frequently Asked Ques�ons ( “ FAQ s ” ) a n d e - v o � n g m a n u a l ava i l a b l e a t www.evo�ngindia.com, under help sec�on or write an email to .helpdesk.evo�[email protected]

Other Instruc�ons –

Ÿ The vo�ng rights of shareholders shall be in propor�on to their shares of the paid up equity share capital of the

thcompany as on the cut-off date (record date) of 18 September, 2017.

Ÿ Mr. Devendra Jain, Company Secretary in whole �me prac�ce (Membership No. ACS 31994) has been appointed as the Scru�nizer to scru�nize the E-vo�ng process in a fair and transparent manner.

Ÿ The Scru�nizer, a�er scru�nizing the votes cast at the mee�ng (Poll) and through remote e-vo�ng, will not later than forty eight (48) hours of conclusion of the mee�ng, make a consolidated scru�nizer's report and submit the same to the Chairman.

Ÿ The Results shall be declared on or a�er the AGM of the Company. The Results declared along-with the Scru�nizer's Report shall be placed on the Company's website www.jolindia.com and on the website of CDSL within two (2) days of passing of the resolu�ons at the AGM of the Company and communicated to the Exchanges.

For any further queries rela�ng to the shares of the Company, you may contact the share Transfer Agents at the following address:

M/S Ankit Consultancy Pvt. Ltd.60, Electronics Complex, Pardeshipura, Indore (M.P.) 452010Tel.: 0731-2551745-46 Fax: 0731-4065798

[email protected]

Details of the directors seeking Appointment/ Reappointment at the Annual General Mee�ng

Par�culars Mrs. Pra�shtha Somani

Date of Birth 14/02/1989

Date of Appointment 20/01/2010

Exper�se in specific area Opera�ons

Qualifica�on MBA

List of outside Directorship held NiL

No. & Percentage of Shares held 4100 Equity Shares (0.06%)


thDate: 18 August , 2017 Pramod Somani

Place: Ghatabillod (Managing Director)

(DIN: 00042745)






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2. Dividend

In view of huge losses incurred by the Company, the directors regret their inability to recommend any dividend (Previous year Nil).

3. Reserves

The Board does not propose to carry any amount to any reserves.

4. Brief descrip�on of the Company's working during the year/State of Company's affair

The Company made reference to the Honorable BIFR in August 2003 and had been declared sick under the

thprovisions of SICA, 1985 vide order dated 17 May 2006. The company made efforts and se�led the dues of all the Working Capital Banks and IDBI Financial Ins�tu�on in the year 2007 through One-�me-se�lement of their dues.

The remaining two secured creditors, Asset Reconstruc�on Company ARCIL and Edelweiss Asset Reconstruc�on Company Limited (bought por�olio from the Financial Ins�tu�on, Exim Bank of India) had ini�ated recovery ac�on under Securi�za�on and Reconstruc�on of Financial Assets and Enforcement of Security Interest Act (SARFAESI Act) 2002.

As the Secured Lenders ARCIL And Edelweiss have taken ac�on under sec�on 13(4) of SARFAESI Act 2002, the Hon'ble BIFR, pursuant to an applica�on by the referred Secured Creditors, has ordered on 26.11.2007 to abate the reference filed under SICA Act.

The Company had been issued no�ce under sec�on 13(4) of the SARFAESI Act for possession of Secured Assets, that

include a part of land, building and complete machineries (except the machines charged to IDBI earlier) ,charged to the said Ins�tu�ons. The Company had been appointed as Custodian of said Secured Assets with effect from July 11, 2007. The Company was allowed to con�nue the rou�ne business opera�ons on payment of Rs 25000 per month towards royalty charges. In April 2011 the Financial Ins�tu�ons withdrew the custodianship from the company and took the physical possession of the factory.

ARCIL also filed a company pe��on under Sec�on 433(1)(e) of the Company 's Act 1956 for winding up of the company, before the Hon'ble High Court of Madhya Pradesh at Indore Bench. The Company has filed proper reply opposing the winding-up pe��on filed by ARCIL. The pe��on is rejected by the Hon'ble High Court of Madhya Pradesh, Indore Bench.

As the Secured Creditors terminated the custodianship of the company and took the physical possession of factory in April 2011, there were no manufacturing opera�ons carried out in the factory. The Secured Creditors have sealed the produc�on facili�es and have deployed their own security personal. Consequently there was no produc�on and sales in the company.

The company also could not perform any trading ac�vity as the Commercial Tax Department has cancelled the registra�on of the company due to the tax liability being unpaid. The Commercial tax Department has also raised its claim on the fixed assets of the company to recover their dues. There is a dispute between Secured Creditors and the Commercial Tax Department regarding priority of charge on the fixed assets of the company and the ma�er is s�ll unresolved.

REPORT OF THE BOARD OF DIRECTORSTo,

The Members,

rdYour Directors have pleasure in presen�ng their 43 Annual Report on the business and opera�ons of the Company and the accounts for the Financial Year ended March 31, 2017.

1. Financial summary or highlights/Performance of the Company (Rs. In Lacs)

Financial Results Year Ended Year Ended

31/03/17 31/03/16

Income 7.84 8.11

Expenditure 21.23 9.54

Profit before Deprecia�on (13.38) (1.43)

Less : Deprecia�on (14.45) (14.45)

Profit before Tax (27.84) (15.88)

Less : Provision for Income Tax - -

Net Profit (Loss) for the year (27.84) (15.88)

Balance of Profit Brought Forward (3895.66) (3879.78)

Total Profits available for Appropria�on (3923.50) (3895.66)

Balance Carried to Balance Sheet (3923.50) (3895.66)


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However the company started some opera�ons in the form of arranging sales to different buyers on commission basis. This commission income helped the company to take care of all the expenses in the year. The management is con�nuously trying to have a se�lement with the said two Secured Creditors so that the company can revive its opera�ons in the future. Once the se�lement is done, the company is also hopeful of reinsta�ng of its commercial tax registra�on and start business opera�ons.

Further as the company does not have any manufacturing ac�vi�es, and also does not have any sales income, it faced severe hardship in complying with several statutory requirements like appointment of a Whole-�me Company Secretary. The Company tried its best but considering the company's financial posi�on, none of the candidates agreed to join the company. The company is s�ll trying to comply with this requirement.

5. Change in the nature of business, if any:

There was no business ac�vity previous year and in the current year the company earned commission income.

6. Material changes and commitments, if any, affec�ng the financial posi�on of the company which has 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 material change or commitment occurred between the end of the financial year and the date of report that would affect the financial posi�on of the company.

7. Details of significant and material orders passed by the regulators or courts or tribunals impac�ng the going concern status and company's opera�ons in future :

There is no order passed by any court during the year. However there are certain important ma�ers under li�ga�on that are described below:

8. Winding-up Pe��on by ARCIL

The Secured Creditor ARCIL has filed a company pe��on under Sec�on 433(1) (e) of the Company's Act 1956 for winding up of the company, before the Honorable High Court of Madhya Pradesh at Indore Bench. The Company has filed reply opposing the winding-up pe��on filed by ARCIL. The pe��on is rejected by the Hon'ble High Court of Madhya Pradesh, Indore in favor of the company.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company does not have any subsidiary/joint venture /associate company.

10. Performance and financial posi�on of each of the subsidiaries, associates and joint venture companies included in the consolidated financial statement.

As the company does not have any, joint ventures or associate companies, this sec�on is not applicable.

11. CORPORATE GOVERNANCE

Corporate Governance is an ethically driven business process that is commi�ed to values aimed at enhancing an organiza�ons brand and reputa�on. The new Companies Act, 2013 and amended Lis�ng Regula�ons have strengthened the governance regime in the country. The

Company is in compliance with the governance requirements provided under the new law and had proac�vely adopted many provisions of the new law, ahead of �me. The Company is commi�ed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Report on Corporate Governance is forming part of the Annual Report as Annexure – “C”.

A separate report on Corporate Governance is provided together with a Cer�ficate from the Statutory Auditors of the Company confirming compliance with condi�ons of Corporate Governance as s�pulated under Regula�on 34 read with Schedule V of the Lis�ng Regula�ons, is annexed to the Annual Report.

A Cer�ficate of the MD of the Company in terms of Regula�on 17(8) read with Part B of Schedule II of the Lis�ng Regula�ons, inter alia, confirming the correctness of the financial statements and cash flow statements, sta�ng that members of Board of Directors and Senior Management have affirmed compliance with the Company's Code of Conduct and adequacy of the internal control measures and repor�ng of ma�ers to the Audit Commi�ee.

12. Deposits

During the year under review, Company did not accept any fixed deposits in terms of Sec�on 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.The Company did not have outstanding deposits at the beginning/ at the end of the year.

13. Statutory Auditors

The Companies auditors M/s S.P. Moondra & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office �ll the conclusion of the forthcoming AGM and being not eligible for reappointment. Pursuant to the provisions of sec�on 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s A P G & Associates, Chartered Accountants who have given their consent as per the provisions of sec�on 139 (1) to act as Statutory Auditors of the Company from the conclusion of the forthcoming AGM �ll the conclusion of the Forty Eight AGM to be held in the year 2022, subject to approval of Members in Annual General Mee�ng.

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 qualifica�on, reserva�on or adverse remark.

14. Auditors' Report

The Auditors have made certain qualifica�ons in their report. The Directors' Comments To The Qualifica�on Made By Auditor Are Given Below:

(I). The Auditors, in the point no.1 clause (b), of Annexure to their report, have made comments for not able to do physical verifica�on of the assets of the company. Further to this qualifica�on the Director want to comment that as the possession of the secured assets of the company has been taken by the secured lenders, physical verifica�on of the assets of the company could not be carried out.


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ii. The Auditors in the Point No. 7 clause (a) of Annexure to their report has men�oned about the arrears of undisputed amounts for MPCT/CST, Entry Tax, Professional Tax and Cess duty, further to this qualifica�on the Director want to comment that this dues has been pending from preceding financial years, the reasons of which are men�oned under POINT NO. 4 of Directors Report.

iii. The Auditors in the Point No. 7 clause (b) of Annexure to their report has men�oned about the dues in respect of Sales Tax that has not been deposited with the appropriate authori�es, further to this qualifica�on the Director want to comment that this dues has been pending from preceding financial years, the reasons of which are men�oned under POINT NO. 4 of Directors Report

. iv. The Auditors, in the Point No. 8 of Annexure to their report have also made qualifica�ons regarding irregularity in payment of dues to Bank. The Company is passing through severe financial hardships as explained in point No 4 of the Director Report above, and as a result there were instances of irregularity in the payment of dues to banks. The company is also perusing with the banks for One �me se�lement of their dues.

15. Share Capital

The paid up Equity Share Capital as at March 31, 2017 stood at Rs. 6.46 Crore. During the year under review, the Company has not issued shares with differen�al vo�ng rights nor has granted any stock op�ons or sweat equity. As on March 31, 2017, none of the Directors of the Company hold instruments conver�ble into equity shares of the Company.

16. Extract of the annual return

An extract of the Annual return for the financial year ended st31 March, 2017 as required under Sec�on 92(3) of the

Companies Act, 2013 is enclosed herewith in the specified format as Annexure “A”.

17. Conserva�on of energy, technology absorp�on and foreign exchange earnings and outgo

The details of conserva�on of energy, technology absorp�on, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY

The company did not carry out any manufacturing ac�vity during the year and hence there was no scope for any conserva�on of energy.

B) FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earned --- Rs. NIL

Total foreign exchange outgo --- Rs. NIL

18. Corporate Social Responsibility Ini�a�ves (CSR)

In view of the paid up capital, profits and turnover of the company during the previous three years, the company does not fall under the provisions of the sec�on 135 of the Companies Act, 2013 and the rules made their under.

19. Directors:

In accordance with the provision of the Companies Act, 2013 and in the terms of the Memorandum and Ar�cles of Associa�on of the Company, Mrs. Pra�shta Somani (DIN

02921806) re�res by rota�on and is eligible for re-appointment.

20. Key Managerial Personnel

1. Mr. Rajendra Kumar Ved is the CFO of the Company.

2. Mr. Pramod Somani is the Managing Director of the Company.

21. Par�culars of loans, guarantees or investments under sec�on 186

Pursuant to Sec�on 134(3)(g) of the Companies Act, 2013 par�culars of loans, guarantees or investments provided by the Company under Sec�on 186 of the Act as at end of the Financial Year 2016-17 , the Company has neither given any loan or guarantee nor made any investments during the year. There is no outstanding in rela�on to Loans, guarantee or investments at the end of the year.

22. Par�culars of Employees

The informa�on required pursuant to Sec�on 197 read with Rule, 5 of The Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

1. No si�ng fees have been paid to any director during the year.

2. Considering the company's weak financial posi�on, none of the Directors is drawing any remunera�on from the company. Only Mr. Rajendra Kumar Ved, CFO, has been paid salary of Rs 90,000/- in Financial Year 2016-17.

Hence the other informa�on as required pursuant to Rule 5(1) of the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014 is Rs 90000/-.

23. Par�culars of contracts or arrangements with related par�es:

During the financial year 2016-17, the Company has not entered into transac�ons with related par�es as defined under Sec�on 2(76) of the Companies Act, 2013 read with Companies (Specifica�on of Defini�ons Details) Rules, 2014. During the financial year 2016-17, there were no transac�ons with related par�es which qualify as material transac�ons under the Lis�ng Agreement/ SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 and the Companies Act.

In line with the requirements of the Companies Act, 2013 and Equity Lis�ng Agreement/ SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS) 2015, the Company has formulated a Policy on Related Party Transac�ons which is also available on Company's website at .The Policy intends to ensure that www.jolindia.comproper repor�ng; approval and disclosure processes are in place for all transac�ons between the Company and Related Par�es. Therefore the Company is not required to furnish any par�culars in the Form AOC-2.

24. Secretarial Audit Report

Pursuant to the provisions of Sec�on 204 of the Companies Act, 2013 read with the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Manish Maheshwari, Prac�cing Company Secretary to conduct the Secretarial Audit of the



7

Company. The Secretarial Audit Report is annexed herewith to this Report and marked as Annexure – “B”.

The Secretarial Audit Report contains some qualifica�on, whose explana�on is given as under:

1. The company has been declared sick under provisions of thSICA, 1985 vide order dated 17 May 2006 by BIFR.

2. There were no manufacturing opera�ons carried out in the factory. The Secured Creditors have sealed the produc�on facili�es and have deployed their own security personal. Consequently there was no produc�on and sales in the company due to which it does not have any sales income, and is facing severe hardship in complying with several statutory requirements like appointment of a Whole-�me Company Secretary and Internal Auditor. The Company tried its best but considering the company's financial posi�on, none of the candidates agreed to join the company. Further due to the reasons as men�oned in the point No 4 of the Director report, the company could not make the payment of BSE for the FY 2016-17 and FY 2017-18 and is trying hard to make the payment at the earliest.

3. The company is s�ll trying to comply with this requirement and coping up to revive its financial posi�on.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report, as s�pulated under Regula�on 34(2) of SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�on, 2015 entered with the with Stock Exchange, is set out in the Annexure forming part of Annual Report marked as Annexure – “II”.

26. BOARD MEETINGS

The details of the number of Board and Commi�ee mee�ngs of the Company are set out in the Corporate Governance Report which forms part of this Report.

27. Risk management policy

The Company has framed a Risk Management Policy to iden�fy and access the key business risk areas and to resolve the same risk for smooth opera�ons which is the regulatory requirements of Sec�on 134(3) of Companies Act, 2013. A detailed exercise is being carried out at regular intervals to iden�fy, evaluate, manage and monitor all risks. The Board periodically reviews the risks and suggests steps to be taken to control and mi�gate the same through a properly defined framework

28. Internal Financial Control

According to Sec�on 134(5) (e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the preven�on and detec�on of frauds and errors, the accuracy and completeness of the accoun�ng records, and the �mely prepara�on of reliable financial informa�on.

The company is not doing any manufacturing ac�vity and sales ac�vity. Further there are no staffs or workers, except a

CFO, le� in the company. Hence the size of opera�ons is minimal and the company has adequate internal financial controls required to present the true picture of financial statements.

29. Directors' Responsibility Statement

Your Directors state that:

a) in the prepara�on of the annual accounts for the year ended March 31, 2017, the applicable accoun�ng standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accoun�ng policies and applied them consistently and made judgments and es�mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accoun�ng records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preven�ng and detec�ng fraud and other irregulari�es;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are opera�ng effec�vely; and the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and opera�ng effec�vely.; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and opera�ng effec�vely.

30. An� Sexual Harassment Policy

The company does not have any female staff and hence there is no requirement of having An� Sexual Harassment policy. However the Company would definitely place an An� Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Preven�on, Prohibi�on and Redressal) Act 2013 if there is any female employee at workplace.

31. Acknowledgements

The Directors wish to convey their apprecia�on for the co-opera�on extended by bankers and various Government agencies. The Directors also wish to thank the Shareholders, CFO, and for their support and co-opera�on.

For Jyo� Overseas Limited thDate: 18 August, 2017 Pramod Somani

Place: Ghatabillod (Managing Director)

(DIN: 00042745)


8

EXTRACT OF ANNUAL RETURN -FORM MGT - 9As on the financial year ended on 31st March, 2017

[Pursuant to sec�on 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administra�on) Rules, 2014]

I. Registra�on and Other Details

CIN L72112MP1974PLC001260

Registra�on Date 15/03/1974

Name of the Company Jyo� Overseas LTD

Category / Sub-Category of the Company Limited Company / Non Government Company

Address of the Registered Office and contact details 5, Mahalaxmi Nagar , Gha�abillod , Dhar

Whether listed company Yes

Name, address and contact details of Registrar and Transfer Agent, if any Ankit Consultancy Private Limited

60, Electronic Complex,

Pardeshipura, Indore (M.P.) : 452010

Phone : 0731-2551745

Email: [email protected].

II. Principal Business Ac�vi�es of the Company:

All the Business Ac�vi�es contribu�ng 10% or more of the total turnover of the Company is as stated below:

Name and Descrip�on of main Products / Services NIC Code of the Product / Service % to total turnover of the Company

Commission on sale of Tex�les 51101 100%

III. Name and Address of the Holding, Subsidiary and Associate Companies: NA

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as % of the total Equity)

I) Category-wise Shareholding

Category of Shareholder No. of Shares held at the No. of Shares held at the

beginning of the year end of the year

Demat Physical Total % of Demat Physical Total % of % change

Total Total during

Shares Shares the year

A. Promoters

(1) Indian

a) Individual / HUF 2820999 - 2820999 43.65% 2820999 - 2820999 43.65% 0%

b) Central Govt. - - - - - - - - -

c) State Govt.(s) - - - - - - - - -

d) Bodies Corporate - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any Other…. - - - - - - - - -

Sub-Total (A)(1): 2820999 - 2820999 43.65% 2820999 - 2820999 43.65% 0%

(2) Foreign

a) NRIs – Individuals - - - - - - - - -

b) Other –Individuals - - - - - - - - -

c) Bodies Corporate - - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other… - - - - - - - - -

Sub-Total (A)(2): - - - - - - - - -

Total Shareholding of 2820999 - 2820999 43.65% 2820999 - 2820999 43.65% 0%

Promoters (A) = (A)(1) + (A)(2)



9

B Public Shareholding - - - - - - - - -

(1) Ins�tu�ons - - - - - - - - -

a) Mutual Funds / …….UTI - - - - - 400 400 0.01% +0.01%

b) Banks / FI 100 - 100 0% 100 - 100 0% 0%

c) Central Govt. - - - - - - - - -

d) State Govt.(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture

Capital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-Total (B)(1): 100 - 100 0% 100 400 500 0% 0%

(2) Non-Ins�tu�ons

a) Bodies Corporate

i) Indian 311253 282186 593439 9.18% 283621 282286 565907 8.76% -0.42%

ii) Overseas - - - - - - - - -

b) Individuals

I) Individual Share holders 1503404 1205015 2708419 41.91% 1516576 1197015 2713591 41.99% +0.08%

holding nominal share capital

upto Rs.2 lakh

ii) Individual Share holders 319997 0 319997 4.95% 341257 0 341257 5.28% +0.33%

holding nominal share capital

in excess of Rs.2 lakh

c) Others (specify)

I) Shares held by

Pakistani ci�zens

vested with the

Custodian of

Enemy Property - - - - - - - - -

ii) Other Foreign

Na�onals - - - - - - - - -

iii) Foreign Bodies - - - - - - - - -

iv) NRI / OCBs 20222 0 20222 0.31% 20222 0 20022 0.31% 0%

v) Clearing Members - - - - 500 0 500 0.01% +0.01%

/Clearing House

vi) Trusts - - - - - - - - -

vii) LLP - - - - - - - - -

viii) Foreign Por�olio

Investor (Corporate) - - - - - - - - -

ix) Qualified Foreign

Investor - - - - - - - - -

Sub-Total (B)(2): 2154676 1487201 3641877 56.35% 2162176 1479301 3641477 56.35% 0%

Total Public Share 2154776 1487201 3641977 56.35% 2162276 1479701 3641977 56.35% 0%

holding (B)=(B) (1)+ (B)(2)

Grand Total (A+B) 4975775 1487201 6462976 100% 4983275 1479701 6462976 100% 0


10

ii) Shareholding of Promoters

Shareholders Name Shareholding at the Shareholding at the % change beginning of the year end of the year share

No. of % of total % of Shares No. of % of total % of Shares holding Shares shares of the Pledged/ Shares shares of the Pledged / during company encumbered company ecumbered the to total shares to total shares year

Mr Pramod Somani 1157430 17.91 0 1157430 17.91 0 0

Mr Baboolal Somani 1070790 16.57 0 1070790 16.57 0 0

B L Somani 417000 6.45 0 417000 6.45 0 0

Mrs Manju Devi Somani 110950 1.72 0 110950 1.72 0 0

Mrs Kalpana Somani 55529 0.86 0 55529 0.86 0 0

Mr Suryansh Somani 5200 0.08 0 5200 0.08 0 0

Mrs Pra�shtha Somani 4100 0.06 0 4100 0.06 0 0

Total 2820999 43.65% 0 2820999 43.65% 0 0%

iii) Change in Promoters’ Shareholding (Please specify, if there is no change) – No Change

Shareholding at the Cumula�ve Shareholding

beginning of the yea during the year

No. of Shares % of total shares of No. of Shares % of total shares of

the Company Cumula�ve

At the beginning of the year

Datewise Increase/Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc):-

At the end of the year

iv) Share holding Pa�ern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

For Each of the Top Shareholding at the Shareholding at the Changes during the year Reason

10 Shareholders beginning of the year end of the year

No. of % of total No.of % of Date No. No. Increase Decrease Shares shares of shares total shares share the shares of before A�er company the Change Change company

Dakshineshwari Cotex Pvt Ltd 228856 3.54% 228856 3.54% - - - - - -

Jyo� Laxmi Geotex Pvt Ltd 158570 2.45% 158570 2.45% - - - - - -

Sadhana Kabra 76819 1.19% 76819 1.19% - - - - - -

Umashankar Somani 72900 1.13% 72900 1.13% - - - - - -

Fin. & Leas. Ltd.

Abhishek Rajesh Khatri 68454 1.06% 68454 1.06% - - - - - -

Ni�n Sharma 60975 0.94% 60975 0.94% - - - - - -

Satya Narain Sodhani 35244 0.55% 35244 0.55% - - - - - -

Kalpesh Radhavallabh Heda 22473 0.35% 22473 0.35% - - - - - -

Jyo� Fabcoats ( India ) Pvt Ltd 19116 0.30% 19116 0.30% - - - - - -

Kamal Lalwani 56032 0.87% 56032 0.87% - - - - - -

Total 799439 12.38% 799439 12.38% - - - - - -


11

v) Shareholding of Directors and Key Managerial Personnel

For Each of the Directors and KMP Shareholding at the Cumula�ve Shareholding

beginning of the year during the year

No. of Shares % of total shares of No. of Shares % of total shares

the Company of the company

Director ( Mrs Pra�shtha Somani)

At the beginning of the year 4100 0.06% 4100 0.06%

Date wise Increase/Decrease in share holding during

the year specifying the reasons for increase/ decrease

(e.g. allotment/transfer/bonus/sweat equity etc): - - - -

At the end of the year 4100 0.06% 4100 0.06%

Managing / Whole-�me Director ( Mr Pramod Somani)


Date wise Increase/Decrease in share holding

during the year specifying the reasons for increase/

decrease (e.g. allotment/transfer/bonus/sweat equity etc): - - - -


– Independent / Professional Director

At the beginning of the year Nil Nil Nil Nil

Date wise Increase/Decrease in share holding during

the year specifying the reasons for increase/ decrease

(e.g. allotment/transfer/bonus/sweat equity etc):

At the end of the year

– CFO ( Mr R K Ved)-


Date wise Increase/Decrease in share holding during the

year specifying the reasons for increase/ decrease

(e.g. allotment/transfer/bonus/sweat equity etc): Nil Nil Nil Nil


V. INDEBTNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment Rs. Lakhs

Secured Loans Unsecured Deposits Total excluding Loans ( Rs in Lacs ) Indebtedness deposits ( Rs in Lacs ) (Rs. in Lacs) ( Rs in Lacs )

Indebtedness at the beginning of the financial year

i) Principal Amount 2678.11 69.99 0 2748.10

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 2678.11 69.99 0 2748.10

Change in Indebtedness during the financial year

Addi�on 0 18.38 0 18.38

Reduc�on 0 0 0 0

Net Change 0 18.38 0 18.38

Indebtedness at the end of the financial year

i) Principal Amount 2678.11 88.37 0 2766.48

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 2678.11 88.37 0 2766.48


12

VI. REMUNERATION OF DIRECTOR AND KMP

A. Remunera�on to Managing Director, Whole-�me Directors and/or Manager:

S.No. Par�cular of Remunera�on Mrs. Pra�shtha Somani Mr. Pramod Somani Total

Director Managing Director

1 Gross Salary 0 0 0

(a) Salary as per provisions contained in

Sec�on 17(1) of the Income Tax Act, 1961 0 0 0

(b) Value of perquisites under Sec�on 17(2)

Income Tax Act, 1961 0 0 0

(c) Profits in lieu of salary under Sec�on 17(3)

Income Tax Act, 1961 0 0 0

2 Stock Op�ons 0 0 0

3 Sweat Equity 0 0 0

4 Commission 0 0 0

- as % of profit 0 0 0

- others, specify…. 0 0 0

5 Others, please specify 0 0 0

Total 0 0 0 Ceiling as per the Act N.A. N.A. N.A.

B. Remunera�on to other Directors:-

1. Independent Directors: No remunera�on was paid to independent director

S.No. Par�cular of Remunera�on Total

1 -Fee for a�ending Board/ Commi�ee Mee�ngs -2 -Commission -3 - Others, please specify -

Total B.1 -

2. Other Non Execu�ve Directors: No remunera�on was paid to other Non Execu�ve directors

S.No. Par�cular of Remunera�on - Total

1 -Fee for a�ending Board/Commi�ee Mee�ngs - 2 -Commission - -3 - Others, please specify - -

Total B.2 0 0 Total (B1+B2) 0 0 Total Managerial Remunera�on 0 0 Overall Ceiling as per the Act NA NA C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/ WTD

S.No. Par�cular of Remunera�on Mr. Rajendra Kumar Ved CFO) Total

(in Rs.) (in Rs.) 1 Gross Salary 90000 90000 (a) Salary as per provisions contained in Sec�on 17(1) of the Income Tax Act, 1961 - - (b) Value of perquisites under Sec�on 17(2) Income Tax Act, 1961 - - (c) Profits in lieu of salary under Sec�on 17(3) Income Tax Act, 1961 - -2 Stock Op�ons - -3 Sweat Equity - -4 Commission - - - as % of profit - - - others, specify…. - -5 Others, please specify - -

Total C 90000 90000

VII. PENALTY/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Sec�on of the Brief Details of AUTHORITY Appeal made, Companies Act Descrip�on Penalty / [RD / NCLT / COURT] if any Punishment / (give details) Compounding fees imposed

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTOR

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

C. OTHER OFFICER IN DEFAULT

Penalty - - - - -

Punishment - - - - - Compounding - - - - -

For and on behalf of the Board of Directors

Pramod Somani Pra�shtha Somani Managing Director Director DIN: 00042745 DIN: 02921806


14

Annexure BForm No. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED MARCH 31, 2017

[Pursuant to sec�on 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and

Remunera�on of Managerial Personnel) Rules, 2014]To,The Members,Jyo� Overseas LtdCIN: L72112MP1974PLC0012605, Mahalaxmi Nagar, Ghatabillod-454773 (MP)

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate prac�ces by Jyo� Overseas Ltd (hereina�er called the company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evalua�ng the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verifica�on of the Jyo� Overseas Ltd books, papers, minute books, forms and returns filed and other records maintained by the company and also the informa�on provided by the Company, its officers, agents and authorized representa�ves during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the repor�ng made hereina�er:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company for the financial year ended on March 31, 2017 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under read with no�fica�ons, exemp�ons and clarifica�ons thereto;

ii. The Securi�es Contracts (Regula�on) Act, 1956 ('SCRA') and the rules made there under;

iii. The Depositories Act, 1996 and the Regula�ons and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regula�ons made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the Audit period hence, these regula�ons have not been considered for the purpose of this report).

v. The following Regula�ons and Guidelines prescribed under the Securi�es and Exchange Board of India Act, 1992 ('SEBI Act'):-

a. The Securi�es and Exchange Board of India (Substan�al Acquisi�on of Shares and Takeovers) Regula�ons, 2011 as amended from �me to �me;

b. The Securi�es and Exchange Board of India (Prohibi�on of

Insider Trading) Regula�ons, 2015 as amended from �me to �me;

c. The Securi�es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula�ons, 2009 and amendments from �me to �me. (Not applicable as the Company during the repor�ng period under Audit)

d. The Securi�es and Exchange Board of India (Employee Stock Op�on Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securi�es and Exchange Board of India (Share Based Employee Benefits) Regula�on, 2014. (Not applicable as the Company during the repor�ng period under Audit).

e. The Securi�es and Exchange Board of India (Issue and Lis�ng of Debt Securi�es) Regula�ons, 2008. (Not applicable as the Company during the repor�ng period under Audit);

f. The Securi�es and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regula�ons, 1993 as amended from �me to �me regarding the Companies Act and dealing with client;

g. The Securi�es and Exchange Board of India (Delis�ng of Equity Shares) Regula�ons, 2009 as amended from �me to �me. (Not applicable as the Company during the repor�ng period under Audit)

h. The Securi�es and Exchange Board of India (Buyback of Securi�es) Regula�ons, 1999. (Not applicable as the Company during the repor�ng period under Audit)

vi. As confirmed by the Management, there is no sectoral law specifically applicable to the Company based on their Sector/Business.

Company's manufacturing unit has been closed, so no Labour Laws, Environmental Laws are applicable to the Company.

We have also examined compliance with the applicable clauses of the following:

(I) Secretarial Standards on Board and General Mee�ng (SS-1 & SS-2) issued by The Ins�tute of Company Secretaries of India.

(ii) The Lis�ng Agreements entered into by the Company with BSE Limited read with SEBI (Lis�ng Obliga�on and Disclosure Requirements) Regula�ons, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regula�ons, Guidelines, Standards, etc. men�oned above except to the extent as men�oned below-

1. Company has not appointed Company Secretary as per Sec�on 203 of the Companies Act, 2013.

2. Company has not appointed Internal Auditor as per sec�on 138 of the Companies Act. 2013.

3. Company has not paid Lis�ng Fee for the Financial Year 2016-17 and 2017-18 to BSE Limited.


15

We are not taken qualifica�on given by Statutory Auditor in Auditor Report.

We further report that

We rely on Statutory Auditor's Report in rela�on to the financial statements and accuracy of financial figures for Sales Tax, Wealth Tax, Value Added Tax, Related Party Transac�ons, Provident Fund, ESIC, etc. as disclosed under Financial Statements, Accoun�ng Standard 18 and note on foreign currency transac�ons during our audit period.

The Board of Directors of the Company is duly cons�tuted with proper balance of Execu�ve Directors, Non-Execu�ve Directors and Independent Directors. The changes in the composi�on of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate no�ce is given to all directors to schedule the Board Mee�ngs, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further informa�on and clarifica�ons on the agenda items before the mee�ng and for meaningful par�cipa�on at the mee�ng.

All the decisions at Board Mee�ngs and Board Commi�ee Mee�ngs are carried out unanimously/majority as recorded in the Minutes of the Board of Directors of the Company or commi�ee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and opera�ons of the company to monitor and ensure compliance with applicable laws, rules, regula�ons and guidelines.

We further report that during the Audit period the Company has no specific events / ac�ons that having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regula�ons, guidelines, standard, etc.

Note : This Report is to be read with our le�er dated 8th June, 2017 which is annexed as Annexure A and forms and integral part of this report.

For M. Maheshwari & Associates

Company Secretaries

Firms U.C.N. I2001MP213000

Date : 8th June, 2017

Place : Indore

Manish Maheshwari

Proprietor

FCS-5174

CP-3860

Annexure A

Date : 08.06.2017

To,The Members,Jyo� Overseas LtdCIN: L72112MP1974PLC0012605, Mahalaxmi Nagar, Ghatabillod-454773 (MP)

Our Secretarial Audit Report of even date is to be read along with this le�er.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit prac�ces and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verifica�on was done on the test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and prac�ces, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representa�on about the compliances of laws, rules, regula�ons and happening of events etc.

5. The compliances of the provisions of Corporate and other applicable laws, rules, regula�ons, standards are the responsibility of management. Our examina�on was limited to the verifica�on of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy of effec�veness with which the management has conducted the affairs of the company.

For M. Maheshwari & AssociatesCompany SecretariesFirms U.C.N. I2001MP213000

Manish MaheshwariProprietorFCS-5174CP-3860


16

Annexure C

REPORT ON CORPORATE GOVERNANCE

1. Company's Philosophy

Your Company's Philosophy on code of Corporate Governance is based on a�ainment of high level of transparency, accountability, and adequate disclosures and economic value addi�on. All employees are guided by the Company's policies on important issues, including our re la�onship with consumers , stakeholders and

Government.

The Company has �mely adopted the amendments as made by SEBI in respect of Corporate Governance for sustainable growth and wealth crea�on.

2. Board of Directors

a. Composi�on:

Our Board is comprised of Four (4) Directors of which Two (2) are non execu�ve Independent Directors. The Board is primarily responsible for the overall management of the company's business. The composi�on of Board during the period under review is as under:

Name of Directors Category of Director No. of other No. of other A�endance at A�endance at

Directorship Board Commi�ees AGM held on Board Mee�ng

24.09.16

Member Chairman

Mr. Pramod Somani Non Independent, Execu�ve 0 1 0 Yes 5

Mr Vikas Chikne Independent, Non Execu�ve 0 0 3 Yes 5

Ms Pra�shtha Somani Non Independent, Non Execu�ve 0 2 0 Yes 5

Mr Luv Kumar Saboo Independent, Non Execu�ve 1 2 0 Yes 5

b. Mee�ngs:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business.

The no�ce of Board mee�ng is given well in advance to all the Directors. Usually, mee�ngs of the Board are held in Ghatabillod, at the Registered Office of the Company. The Agenda of the Board / Commi�ee mee�ngs is circulated at least a week prior to the date of the mee�ng. The Agenda for the Board and Commi�ee mee�ngs includes detailed notes on the items to be discussed at the mee�ng to enable the directors to take an informed decision.

The Board met 5 (Five) �mes in financial year 2016-17 viz. on 28/05/2016, , 13/08/2016, 14/11/2016, 20/12/2016 and 08/02/2017 The maximum interval between any two mee�ngs did not exceed 120 days.

Date of 28-May 13-Aug 14-Nov 20-Dec 08-FebBoard 2016 2016 2016 2016 2017Mee�ng

Board 4 4 4 4 4Strength

No. of 4 4 4 4 4Directorspresent

c. Non-Execu�ve Directors' Compensa�on and Disclosures

The Non-Execu�ve Directors are en�tled to si�ng fee for a�ending the Board/Commi�ee Mee�ngs. However, considering the financial posi�on of the company, the Independent Directors agreed not to charge any si�ng fees for a�ending the Board mee�ngs and commi�ee mee�ngs.

The Non-Execu�ve Independent Directors did not have any material pecuniary rela�onship or transac�ons with the Company during the year 2016-17.

The Company has not paid Si�ng Fees to the Non-Execu�ve Directors during the year 2016-17.

3. Board Commi�ees

Currently, the Board has three commi�ees audit commi�ee, Nomina�on and remunera�on commi�ee, Stakeholder rela�onship commi�ee.

i) AUDIT COMMITTEE

The Audit Commi�ee comprises of Three directors of whom Chairman and two member are Independent Director. The Audit Commi�ee met on regular intervals during the year under review.

1. Objec�ve

The objec�ve of the Audit Commi�ee is to monitor and provide effec�ve supervision of the Management's financial repor�ng processes with a view to ensuring accurate and proper disclosure and the transparency and quality of financial repor�ng. The commi�ee also reviews the financial and risk management policies, and the adequacy of internal control systems of the Company and meets Statutory Auditors periodically.

2. Terms of Reference

The scope of ac�vi�es of the Audit Commi�ee is as set out in Clause 49 of the Lis�ng Agreement with the Stock Exchanges read with Sec�on 177 of the Companies Act, 2013. These broadly include oversight of the company's financial repor�ng process and the disclosure of its financial informa�on to ensure that company's financial statement


17

are fair and credible, to meet Statutory Auditors to discuss their findings/ sugges�ons, to review weaknesses in internal controls reported by Auditors, to review financial repor�ng systems and internal control systems, to review quarterly/half yearly/annual financial results and other ma�ers.

3. Composi�on of Audit Commi�ee, its Mee�ngs and A�endance

The Audit Commi�ee comprised of Mr.Vikas Chikne (DIN: 02776142), Mrs. Pra�shtha Somani (DIN: 02921806) and Mr Luv Kumar Saboo ( DIN : 02921767) . The Chairman of the commi�ee is Mr Vikas Chikne (DIN: 02776142).

The Details of Audit Commi�ee mee�ngs held during the year 2016-17 are as under

S.No. Date of mee�ng Members present

1. 28/05/2016 Mr. Vikas Chikne, Ms Pra�stha

Somani and Mr Luv Kumar Saboo







ii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board had cons�tuted a Stakeholders Rela�onship Commi�ee with Mr Vikas Chikne (DIN: 02776142) as Chairman of the Commi�ee with Mr. Pramod Somani (DIN: 00042745) as member of the Commi�ee. The Commi�ee has been set up to oversee the performance of the Registrars and Share Transfer Agents with respect to redressal of Shareholders grievances etc. According to Companies Act, 2013 the nomenclature of a Shareholders/Investors Grievance Commi�ee of the Company has been changed from Share Holders / Investor Grievance Commi�ee to Stakeholders Rela�onship Commi�ee.

The process of share transfer as well as review of redressal of investors/shareholders grievances is undertaken expedi�ously and usually reply is sent within a period of 07 days of receipt, except in the cases that are constrained by disputes or legal impediments. All the complaints have been redressed to the sa�sfac�on of the complainants by the Registrar and Share Transfer Agents and the Compliance Officer of Company.

Composi�on of the Commi�ee, its Mee�ngs and A�endance

The Chairman of the Stakeholders Rela�onship Commi�ee is Mr. Vikas Chikne (DIN: 02776142) During the year 2016-17, Four Mee�ngs of the commi�ee were held on 28th May, 2016, 13th August, 2016, 14th November, 2016 and 08th February, 2017.

The composi�on of the Stakeholders Rela�onship Commi�ee and number of mee�ngs a�ended by the Members are given below:-

Name of Director No of No of

Mee�ng held Mee�ngs a�ended

Mr. Pramod Somani 4 4

Mr Vikas Chikne 4 4

iii. NOMINATION AND REMUNERATION COMMITTEE

The Nomina�on & Remunera�on Commi�ee as on March 31, 2017 consists of three members. The Commi�ee met one �me during the financial year under review on 08th February, 2017 which was a�ended by all the members of commi�ee.

Composi�on, Mee�ngs and A�endance:

S.NO. NAME OF DIRECTORS MEETINGS MEETINGS

HELD ATTENDED

1. Shri Vikas Chikne (Chairman) 1 1

2. Mrs Pra�shtha Somani 1 1

3. Shri Luv Kumar Saboo 1 1

Terms of Reference:

Terms of reference of the Commi�ee, includes considering the ma�ers rela�ng to the Company's Policies on remunera�on payable and determining the package to the Managing Directors, Execu�ve Directors and Whole-�me Directors, commission to be paid to the Directors and other ma�ers specified in sec�on 178 of the Companies Act, 2013 and clause 49 of the Lis�ng Agreement.

Remunera�on Policy:

The Company follows a policy on remunera�on of Directors and Senior Management Employees as men�oned on website of the company

4. Code of Conduct for Independent Directors

As per the Sec�on 149(8) Companies Act, 2013, the Company and independent directors shall abide by the provisions specified in schedule IV. Further Schedule IV lays down a code for independent Directors of the Company. Pursuant to said provision of the Companies Act 2013, the Company has adopted a code for the Independent Directors of the Company.

5. Related Party Transac�ons

During the financial year 2016-17, the Company has entered into transac�ons with related par�es as defined under Sec�on 2(76) of the Companies Act, 2013, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under and Lis�ng Regula�ons. During the financial year 2016-17, there were no transac�ons with related par�es which qualify as material transac�ons under the Lis�ng Regula�ons and the Companies Act, 2013.

In line with the requirements of the Companies Act, 2013 and Equity Lis�ng Agreement/ SEBI (Lis�ng Obliga�on and Disclosure Requirement) Regula�on, 2015, the Company has formulated a Policy on Related Party Transac�ons which is also available on Company's website at www.jolindia.com



18

The Policy intends to ensure that proper repor�ng; approval

and disclosure processes are in place for all transac�ons between the Company and Related Par�es. Therefore the Company is not required to furnish any par�culars in the Form AOC-2.

6. Name and Designa�on of Compliance Officer Mr. Rajendra Kumar Ved Chief Financial Officer Jyo� Overseas Limited

5, Mahalaxmi Nagar, Ghatabillod, Dhar (M.P.)-450331

Email- [email protected]

The CFO has been designated as Compliance Officer of the Commi�ee.

7. Recording Of Minutes of Proceedings of Board and Commi�ee Mee�ngs

The Chief Financial Officer records the Minutes of the proceedings of each Board and Commi�ee Mee�ng. Dra� Minutes are circulated to all the members of the Board/Commi�ee for their comments.

8. Details of Other Directorship and Commi�ee Membership

Detai ls with par�culars of their Directorships and Chairmanship/Membership of Board Commi�ees in other Public Companies, in which they are Directors showing the posi�on as on 31st March, 2017 are given below:-

No. Name of Directors Directorship Commi�ee in other posi�ons Public held Companies Chairmanship Membership

1 Mr. Pramod 0 0 0 Somani

2 Mrs. Pra�shtha 0 0 0 Somani

3 Mr. Luv Kumar 0 0 0 Saboo

4. Mr. Vikas Chikne 0 0 0

The Company has received Declara�ons of independence as prescribed in Clause 49 of the Lis�ng Agreements and sec�on 149 of Companies Act, 2013 from Independent Directors.

9. Preven�on of Insider Trading

Pursuant to the SEBI (Prohibi�on of Insider Trading) Regula�ons, 1992 read with Sec�on 195 of Companies Act, 2013 and Company Code of Conduct for Preven�on of Insider Trading is in place. The objec�ve of the Code is to prevent purchase and / or sale of shares of the Company by an insider on the basis of unpublished price sensi�ve informa�on. Under this Code, Designated persons (Directors, Officers and other concerned employees / persons) are prevented from dealing in the Company's shares during the closure of Trading Window. The Compliance Officer is responsible for se�ng forth policies, procedures, monitoring adherence to the rules for the preserva�on of “price sensi�ve informa�on”, pre- clearing of designated employees' and their dependents' trades (directly or

through respec�ve department heads as decided by the company), monitoring of trades and the implementa�on of the code under the overall supervision of the Board of the Company. All the Designated Employees are also required to disclose related informa�on periodically as defined in the Code. Directors and designated employees who buy and sell shares of the Company are prohibited from entering into an opposite transac�on i.e. sale or buy any shares of the Company during the next six months following the prior transac�ons. The aforesaid Code is available at the website of the Company www.jolindia.com.

10. Subsidiary Companies

There is no subsidiary company.

11. Disclosures

i) Accoun�ng Treatment in Prepara�on of Financial Statements

The Company has followed the guidelines of Accoun�ng Standard laid down by the Ins�tute of Chartered Accountants of India (ICAI) in prepara�on of its Financial Statements.

ii) Risk Management

The Secured Creditors have taken possession of factory and sealed all the produc�on facili�es. Though the Company is trying for One �me se�lement of their dues and revive the company it is s�ll not achieved. If the se�lement is not achieved , the future of the company's opera�ons may become uncertain.

The Company, like any other enterprise, is exposed to business risk which can be an internal risks as well as external risks.

Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issue can affect our opera�ons and profitability.

However the Company is well aware of the above risks and as part of business strategy has put in mechanism to ensure that they are mi�gated with �mely ac�on. The Company has a robust Business Risk Management (BRM) framework to iden�fy, evaluate business risks and opportuni�es. This framework seeks to create transparency, minimize adverse impact on the business objec�ves and enhance the Company's compe��ve advantage.

In the opinion of the Board of Directors, none of the aforemen�oned risks affect and/or threaten the existence of the Company.

iii) Vigil mechanism/ Whistle Blower Policy

In Compliance with Sec�on 177(9) of the Companies Act, 2013 and clause 49 of lis�ng agreement company has framed a vigil mechanism /whistle blower policy and the same has been placed on the Company's Website.

None of the employees of the Company has been denied access to the audit Commi�ee.

iv) Management Discussion and Analysis Report

The Management discussion and analysis report is prepared in accordance with the requirement of Clause 49 of the Lis�ng Agreement and shall form part of the Annual Report to the shareholders.




19

the Promoters and/or Promoter Group Shareholders as on 31st March 2017.

14. Promoters' Shareholding

The aggregate Shareholding of the Promoters and Persons belonging to the Promoters Group as on 31st March 2017 comprised of 2820999 Equity Shares of Rs. 10/- each represen�ng 43.65% of the total paid up Share Capital of the Company.

15. General Shareholder Informa�on

i. General Body Mee�ngs

The details of Annual General Mee�ngs held in last 3 years are as under:

Year Venue Date Time

2013-2014 Village Sejwaya, Ghatabillod, Dis�.-Dhar (M.P.) 30.09.2014 11.00 A.M.

2014-2015 Shubham Garden, Main Road, Ghatabillod, Dis�.-Dhar (M.P.) 30.09.20150 3.00 P.M.

2015-2016 Shubham Garden, Main Road, Ghatabillod, Dis�.-Dhar (M.P.) 24.09.20160 3.00 P.M.

12. Communica�ons to Shareholders

Effec�ve Communica�on of informa�on is an essen�al component of Corporate Governance. The Company regularly interacts with the Shareholder through the mul�ple channels of communica�on such as publica�on of Results, Annual Reports, Press Release and the Company's Website. The Company has also sent Annual Report through email to those Shareholders who have registered their email ids with Depositary Par�cipant.

Annual Report, Results and the quarterly Financial Result are also available on the website of the Company www.jolindia.com under investor's informa�on sec�on. un

13. Pledge of Equity Shares

No Pledge has been created over the Equity Shares held by

iii. Special Resolu�ons passed through postal ballot: no resolu�on was passed through postal ballot during the year 2016-2017. There is no immediate proposal of passing resolu�on through postal ballot. None of the businesses to be transacted at the Annual General Mee�ng requires passing a special resolu�on through postal ballot.

iv) Annual General Mee�ng a�endance

All directors were present in the previous Annual General Mee�ng.

v) General Mee�ng for the financial year 2016-17

Date 25th September, 2017

Venue Ram Kishan Garden , Village Sejwaya,

Ghatabillod, Dhar (MP),

Time 3.00 PM.

Book closure date From 18th September, 2017 to 25th

September, 2017. (Both days inclusive)

Last date of receipt of 23rd September, 2017. (Before 3.00 PM.

Proxy forms at the Registered office of the Company )

vi) Tenta�ve Calendar for financial year ending 31st March, 2018.

Quarterly Financial Results Date of Board Mee�ng

1st Quarterly results First half of August 2017

2nd Quarterly results First half of November 2017

3rd Quarterly results First half of February 2018

4th Quarterly results Second half of May 2018

vii) Lis�ng Details

At present, the Equity Shares of the Company are listed on the BSE Limited.

The Annual Lis�ng fees for the financial year 2016-17 and financial year 2017-18 has not been paid to the stock exchanges.

The Company has not yet paid Annual Custodial Fees for the financial year 2017-18 to the Na�onal Securi�es Depository Limited on the basis of beneficial accounts maintained by them as on 31st March 2017.

ii. The details of Special Resolu�ons passed in the Annual General Mee�ng or Extra Ordinary General Mee�ng held in the last three years are as follows.

Mee�ng Special Resolu�ons passed in the Annual General Mee�ng

40th 1. Consent of the Company to create charge on the assets of the Company pursuant to Sec�on 180(1)(a) of the Companies Act, 2013.

2. Approval of borrowing limits in excess of aggregate of paid up share capital and free reserves of the Company pursuant to Sec�on 180(1) (c) of the Companies Act, 2013.

41st 1. Re-Appointment of Mr. Pramod Somani as Managing Director of the Company for a period of Five years from 01st September, 2015 �ll 31st August, 2020.

42nd No special resolu�on passed in FY 2015-16




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viii) Stock Codes

Name of the stock Exchange BSE Limited

Stock Code 523876

ISIN of Equity Shares INE432D01011

ix) Share Price Data

The details of High, Low Prices of shares of the company at BSE Limited for the year ended 31st March, 2017 are as under:

Month High Price Low Price No. of Shares No. of Trades

Apr-16 0.78 0.75 819 5

May-16 0 0 0 0

Jun-16 0 0 0 0

Jul-16 0.78 0.72 750 6

Aug-16 0.69 0.63 950 4

Sep-16 0.60 0.53 8,735 19

Oct-16 0.58 0.50 9,435 17

Nov-16 0.48 0.48 100 1

Dec-16 0.50 0.46 1,100 6

Jan-17 0.46 0.42 2,300 11

Feb-17 0.50 0.42 4,800 13

Mar-17 0.42 0.37 9,600 19

x) Shareholding Pa�ern As At 31st March, 2017.

Category No. of % of

Share held Shareholding

A promoters Holding

1. Promoters

Indian Promoters:

Foreign Promoters: 28,20,999 43.65

2. Persons ac�ng in concert NIL NIL

Sub Total (A) 28,20,999 43.65

B. Non-Promoters Holding

1. Ins�tu�onal Investors 0 0

2. Mutual Funds and UTI 400 0

3. Banks, Financial Ins�tu�ons 100 0

4. Insurance Cos. 0 0

5. Flls 0 0

Sub-Total (B) 500 0

C. Others

6. Private Corporate Bodies 565907 8.76

7(a) Individual Shareholders holding 2713591 41.99

nominal share capital upto Rs 2 Lakh

7 (b) Individual Shareholders holding nominal 341257 5.28

share capital in excess of Rs 2 Lakh

8. NRIs/OCBs 20222 0.31

9. Any other [clearing member] 500 0.01

Sub-Total (C) 36,41,977 56.35

Grand Total 64,62,976 100.00

xi) Distribu�on of shareholding as on 31.03.2017.

No. of Equity No. of % of No. of % ofShares held share share share holding holders holders held

Upto 1000 8352 72.41% 826174 12.78%

1001 to 2000 1346 11.67% 267598 4.14%

2001 to 3000 470 4.07% 139680 2.16%

3001 to 4000 252 2.18% 99845 1.54%

4001 to 5000 390 3.38% 194807 3.01%

5001 to 10000 417 3.62% 349285 5.40%

10001 to 20000 140 1.21% 216601 3.35%

20001 to 30000 51 0.44% 130814 2.02%

30001 to 40000 30 0.26% 108150 1.67%

40001 to 50000 26 0.23% 121356 1.88%

50001 to 100000 33 0.29% 226205 3.51%

100000 and above 27 0.23% 3782461 58.54%

Grand Total 11534 100.00% 6462976 100.00%

xii) Director`s Shareholding as on 31st March, 2017

S. No. Name of Director No. of Share Held % of Holding

1. Mr Pramod Somani 1157430 17.91

2. Mrs. Pra�stha Somani 4100 0.06

3. Mr. Vikas Chikne NIL NIL

4. Mr. Luv Kumar Saboo NIL NIL

Total 1161530 17.97

xiii) Dematerializa�on of Shares and Liquidity

As on March 31st, 2017, 4983275 shares were held in dematerialized form and 1479701 were in physical form.

xiv) Share Transfer System

The company's shares are covered under the compulsory dematerializa�on list and are transferable through the depository system. Shares sent for transfer in physical form are registered and returned within a period of fi�een days from the date of receipt of the documents, provided the documents are valid and complete in all respects.

xv) Registrar and Transfer Agents

Share transfer, dividend payment and all other shareholders' correspondence are a�ended to and processed by our Registrar and Transfer Agents, i.e. Ankit Consultancy Private Limited having their office at:-

Ankit Consultancy Private Limited 60, Electronic Complex, Pardeshipura, Indore (M.P.)Phone: 0731-2551745, 2551746

Email: [email protected]

xvi) Plant Loca�ons

The company`s plant is located at Gram Sejwaya, Ghatabillod, Dist: Dhar (MP) 454773

xvii) Address for Correspondence

Shareholder may also contact:

Mr. Rajendra Kumar Ved

Chief Financial Officer


Jyo� Overseas Limited

5, Mahalaxmi Nagar,

Ghatabillod, Dhar454773

Email id- [email protected]

xviii) Reconcilia�on of Share Capital

As s�pulated by SEBI, during the year the Company had complied with the Regula�on 55A of SEBI (D&P) Regula�on 1996 by obtaining from a qualified Prac�cing Company Secretary an 'Reconcilia�on of Share Capital Audit Report' to reconcile the total admi�ed, issued and listed capital with the Na�onal Securi�es Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and Stock Exchanges.

16 Disclosure of compliance with Corporate Governance requirements specified in Regula�on 17 to 27 and clauses (b) to (i) of sub-regula�on (2) of Regula�on 46 of the Lis�ng Regula�ons:

S. Par�culars Regula�on ComplianceNo. Status Yes/No/N.A.

1. Board of Directors 17 Yes

2. Audit Commi�ee 18 Yes

3. Nomina�on and Remunera�on

Commi�ee 19 Yes

4. Stakeholders Rela�onship

Commi�ee 20 Yes

5. Risk Management Commi�ee 21 N.A.

6. Vigil Mechanism 22 Yes

7. Related Party Transac�on 23 Yes

8. Corporate governance

requirements with respect to

subsidiary of listed en�ty 24 N.A.

9. Obliga�ons with respect to

independent directors 25 Yes

10. Obliga�ons with respect

to directors and senior

management 26 Yes

11. Other corporate governance

requirements 27 Yes

12. Website 46(2)(b) to (I) Yes


Date: 18th August, 2017 Pramod Somani

Place: Ghatabillod (Managing Director) (DIN: 00042745)

MD/CFO CERTIFICATION

The Execu�ve Director and Chief Financial Officer of the Company gives annual cer�fica�on on financial repor�ng, internal controls and financial statements of the Board in terms of Regula�on 17(8) read with Schedule II of the Lis�ng Regula�ons. The annual cer�fica�on given by the Managing Director and Chief Financial Officer is given below:

To,

The Board of Directors

JYOTI OVERSEAS LTD

1. We have reviewed financial statements and the cash flow statement for the year ended 31st March, 2017 and that to the best of our knowledge and belief:

Ÿ these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

Ÿ these statements together present a true and fair view of the listed en�ty's affairs and are in compliance with exis�ng accoun�ng standards, applicable laws and regula�ons.

2. There are, to the best of our knowledge and belief, no transac�ons entered into by the listed en�ty during the year which are fraudulent, illegal or viola�ve of the listed en�ty's code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial repor�ng and that we have evaluated the effec�veness of internal control systems of the listed en�ty pertaining to financial repor�ng. We have not come across any deficiencies in the design or opera�on of such internal controls.

4. We have indicated to the auditors and the Audit commi�ee:

i. that there are no significant changes in internal control over financial repor�ng during the year;

ii. that there are no significant changes in accoun�ng policies during the year; and

iii. that there are no instances of significant fraud of which they have become aware.

Pramod Somani Rajendra Kumar Ved

Managing Director Chief Financial Officer

DIN 00042745

Place: Ghatabillod

Date: 18th August, 2017


21


Declara�on Regarding Code of Conduct

I hereby declare that all the directors and Senior Management Personnel have affirmed compliance during the financial year 2016-17 with the provisions of Code of Conduct as adopted by the Company.

For and on behalf of the Board of Directors

Place: Ghatabillod FOR JYOTI OVERSEAS LTD

Date: 18th August, 2017 PRAMOD SOMANI

MANAGING DIRECTOR

DIN: 00042745

ANNEXURE “II” TO THE DIRECTORS' REPORT

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTJyo� Overseas Limited manufactures specialized co�on, polyco�on, polyester viscose and other blends of fabrics. JOL has infrastructure to weave fabrics in the width ranging from 26 inches to 144 inches with weight upto 36 oz per square yards – (1200 gsm) in plain, drill, oxford, Marry, Bobby designs with high cover factor. The major users of JOL specialized fabrics are Art, Furnishing, Defense, Bags & Luggage, Apparel and Tarpaulin Industries.

Apart from fabric JOL also houses facility for value added products like Coated Ar�st Canvas, dyed and water proofed fabric which can give further impetus to the bo�om line of the company. However, currently the physical possession of factory has been taken over by Secured Lenders.

OUTLOOK AND OPPORTUNITIES

With the One-�me se�lement reached with the working capital banks consor�um and the Financial Ins�tu�on, Industrial Development Bank of India Limited, the Company could reduce its debt burden to a major extent. The Company is also hopeful of reaching One-�me se�lement with remaining two Financial Ins�tu�on ARCIL and Edelweiss Asset Reconstruc�on Company Limited, and reduces its secured borrowings to NIL. The company would then try to pursue export trading as it has rich experience of more than 25 years of tex�les exports market. Further, the company has also created niche for itself in developing value-added tex�le products which can be developed on job-work basis by different suppliers. This would have posi�ve effect on bo�om-line and would also give sufficient margin to repay old creditors who have kept faith in Company's management for long.

OUTLOOK ON THREAT, RISK AND CONCERNS

A�er the sale of secured assets by Secured Lenders ARCIL and Edelweiss Asset Reconstruc�on Company Limited , the Company would not have any manufacturing facili�es. The Company, for its trading business, would have to be dependent on several outside manufacturing units for its requirements. Consequently, the advantages of having own manufacturing set-up would not be available to the Company which might put some pressure on sales turnover and hence the margin also. Further, if the Secured Lenders do not accept the One-�me se�lement proposal submi�ed by the Company, and pursue for winding-up of the company then the company will have to be closed.

SEGMENTWISE PERFORMANCE

The Company is primarily engaged in manufacturing of Fabrics. As the basic nature of ac�vi�es is governed by same risk and return, these have been grouped as a single segment, Tex�les.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As the company did not carry out any opera�ons in this financial year, the company was not required to put into place any formal internal control systems.


22

GOALS

The company is strategically placed to exploit the growth opportuni�es in the Industrial Tex�le segment. In view of its marke�ng exper�se and broad-based and sa�sfied clientele all over the world, we will be looking for Global partners and strategic alliances in areas of mutual interest a�er financial restructuring is achieved by it.

CAUTIONARY STATEMENT

Statement in this Management Discussion and Analysis describing the Company's objec�ves, projec�ons, es�mates and expecta�ons may be “Forward looking statements” within the meaning of applicable laws and regula�ons, actual results might differ substan�ally or materially from those expressed or implied.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

The Members,

Jyo� Overseas Ltd.

Indore,

We have examined the compliance of corporate governance by Jyo� Overseas Limited, for the year ended on 31st March 2017, as s�pulated in SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�on, 2015.

The compliance of condi�ons of corporate governance is responsibility of the management. Our examina�on was limited to the procedure and implementa�on thereof, adopted by Jyo� Overseas Limited for ensuring the compliance of the condi�ons of the corporate governance. It is neither an audit nor an expression of opinion on the financial statements of Jyo� Overseas Limited.

On the basis of our review and according to the informa�on and explana�on given to us and representa�on made to us by the management, we state that to the best of our knowledge and belief, the Company has complied in all material respects with the condi�ons of Corporate Governance s�pulated in SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�on, 2015 .

For S. P. Moondra & Co.

Chartered Accountants

(F.R.No. 004879C)

S. P. Moondra

Place: Indore Proprietor

Dated: 18th August, 2017 M.No. 073747

Independent Auditor's Opinion

To the Members of M/s. JYOTI OVERSEAS LTD.

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. JYOTI OVERSEAS LTD. ('the Company') which comprise the Balance Sheet as at 31st March , 2017, the Statement of Profit and Loss and Cash Flow Statements for the year then ended, and a summary of the significant accoun�ng policies and other explanatory informa�on.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the ma�ers stated in Sec�on 134(5) of the Companies Act, 2013 (“the Act”) with respect to the prepara�on of these financial statements that give a true and fair view of the financial posi�on, financial performance and cash flows of the Company in accordance with the accoun�ng principles generally accepted in India, including the Accoun�ng Standards specified under Sec�on 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accoun�ng records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preven�ng and detec�ng frauds and other irregulari�es; selec�on and applica�on of appropriate accoun�ng policies; making judgments and es�mates that are reasonable and prudent; and design, implementa�on and maintenance of adequate internal financial controls, that were opera�ng effec�vely for ensuring the accuracy and completeness of the accoun�ng records, relevant to the prepara�on and presenta�on of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accoun�ng and audi�ng standards and ma�ers which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Audi�ng specified under Sec�on 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company's prepara�on and fair presenta�on of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effec�veness of the Company's Internal Control.


23

An audit also includes evalua�ng the appropriateness of accoun�ng policies used and the reasonableness of the accoun�ng es�mates made by the Management, as well as evalua�ng the overall presenta�on of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our informa�on and according to the explana�ons given to us, the aforesaid financial statements give the informa�on required by the Act in the manner so Required and give a true and fair view in conformity with the accoun�ng principles generally accepted in India, of the state of affairs of the Company as at 31 March 2017 and its loss and its cash flows for the year ended on that date.

Emphasis of Ma�ers

We draw a�en�on to the following ma�ers in the Notes to the financial statements :

a) Note 18.15 to the financial statement which, describes the uncertainty related to the outcome of the lawsuit filled against company by Secured Lenders viz, Asset Reconstruc�on Company (India) Limited (ARCIL) and Export Import Bank of India. And a�achments of Fixed Assets by the commercial tax department under the Provision of M.P. Land Revenue Code 1959 for recovery of their dues.

b) Note 18.16 in the financial statement which indicates that the company has accumulated losses and its net worth has been fully eroded, the Company has incurred a net loss during the current and previous years and, the Company's current liabili�es exceeded its current assets as at the Balance Sheet date. These condi�ons, along with other ma�ers set forth in Note 18.17 , indicate the existence of a material uncertainty that may cast significant doubt about the company's ability to con�nue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reason stated in the said Note.

c) Note no. 18.13 regarding non availability of balance confirma�on cer�ficate from some of the Creditors and Loans & Advances; effect is not ascertainable.

d) Note no. 18.17 Regarding impairment of Assets. The effect is not ascertainable.

e) Note no. 18.15 for non provision of Interest on Term Loans taken by the Company from Financial Ins�tu�ons of Rs. 322.98 Lacs for the Year and total amount not provided for �ll the date of Balance Sheet Rs. 6283.90 Lacs.

Our opinion is not modified in respect of these ma�ers.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”)as ammeded, issued by the Central Government of India in terms of sub-sec�on (11) of sec�on 143 of the Act, we give in the Annexure a statement on the ma�ers specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Sec�on 143(3) of the Act, we report that:

a) We have sought & obtained all the informa�on and explana�ons which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examina�on of those books.

c) The Balance Sheet and Statement of Profit and Loss, dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accoun�ng Standard specified under Sec�on 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) The going concern ma�er described in sub-paragraph (b) under the Emphasis of Ma�ers paragraph above, in our opinion, may have an adverse effect on func�oning of the Company.

f) With Respect to adequacy of the internal financial controls over financial repor�ng of the Company and the Opera�ng effec�veness of such controls, refer to our separate report in “Annexure B”

g) On the basis of the wri�en representa�ons received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Sec�on 164 (2) of the Act; and

h) With respect to the other ma�ers to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our informa�on and according to the explana�ons given to us:

i. The Company has disclosed the impact of pending li�ga�ons on its financial statement – refer Note No. 18.15 and 18.18 to the financial statements.

ii. The Company did not have any long term contracts including deriva�ve contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Educa�on and Protec�on Fund by the Company.

For S. P. MOONDRA & Co.

CHARTERED ACCOUNTANTS

Place : Ghatabillod Firm Registra�on No. 004879 C

Date : 29/05/2017

(S.P. MOONDRA)

PROPRIETOR

M. No. 073747


24


25

Annexure A" to the Independent Auditors' Report

Referred to in paragraph 1 under the heading 'Report on Other Legal & Regulatory Requirement’ of our report of even date to the financial statements of M/S Jyo� Overseas Limited for the year ended March 31, 2017

1) (a) The Company has maintained proper records showing full par�culars, including quan�ta�ve details and situa�on of fixed assets;

(b) As the possession of the secured assets of the company has been taken by the secured lenders, physical verifica�on of the assets of the company could not be carried out. Therefore, discrepancies if any, between assets as per Books & Physical could not be ascertained.,

(c) The �tle deeds of immovable proper�es are held in the name of the company,

2) The company does not have inventory. Therefore; this clause of the Order is not applicable

3) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other par�es covered in the Register maintained under sec�on 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the informa�on and explana�ons given to us, the company has complied with the provisions of sec�on 185 and 186 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the direc�ves issued by the Reserve Bank of India and the provisions of Sec�ons 73 to 76 or any other-relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 201 5 with regard to the deposits accepted from the public are not applicable.

6) The Central Government has prescribed maintenance of cost records under sec�on 148(1) of the Companies Act, in respect of manufacturing ac�vity of the Company. Since the Company did not carry out any manufacturing ac�vi�es during the year. The requirement of this clause not applicable to the Company-

7) A) Accordingt to the records of the Company, undisputed Statutory dues including Income Tax, Wealth Tax, Customs Duty, Excise Duty, and other statutory dues except for Sales Tax, Entry Tax, Professional Tax and Cess duty have been generally regularly deposited with the appropriate authori�es. According to the informa�on and explana�ons given to, us, no arrears of undisputed amounts payable in respect of the aforesaid dues were outstanding as on the date of Balance sheet for a period of more than six months from the date they become payable except for MPCT/CST Rs. 43,48,239 Entry Tax Rs, 1,20,17,890, Professional Tax Rs. 5,23,581 and Cess duty Rs. 2,13,140,

(B) According to the informa�on and explana�ons given to us, the dues in respect of Sales tax that has not been deposited with the appropriate authori�es on account of disputes as on the date of the Balance Sheet and the forum where the disputes as pending are as under:

S. Name of the Nature of the Forum Amount for Amount No. Statue Dues where Which dispute not is pending is pending Deposited (Rs. in lacs] (Rs. in Lacs)

MPCT Year High Court , 1. M.P. Comm. 1999-00 to lndore 158.40 158.40 Tax Act 2004-052. M.P. Comm. Entry Tax High Court Tax Act 1997-98 Indore 40.69 40.69

8) In our opinion and according to the informa�on and explana�ons given to us, the Company has defaulted in the repayment of dues to banks and the Company has not issued any debentures.

9) Based upon the audit procedures performed and the informa�on and explana�ons given by the management, the company has not raised moneys by way of ini�al public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10) Based upon the audit procedures performed and the informa�on and explana�ons given by the management, we report that no fraud by the Company or on the company by its offircers, or employees has been no�ced or reported during the year

11) Based upon the audit procedures performed and the informa�on and explana�ons given by the management, the managerial remunera�on has been paid or provided in accordance with the requisite approvals mandated by the provisions of sec�on 197 read with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order arc not applicable to the Company.

13) In our opinion, all transac�ons with the related par�es are in compliance with sec�on 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accoun�ng standards

14) Based upon the audit procedures performed and the informa�on and explana�ons given By the management, the company has not made any preferen�al allotment or private placement of shares or fully or partly conver�ble debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15) Based upon the audit proccdures performed and the informa�on and explana�ons given by the management, the company has not entered into any non-cash transac�ons with directors or persons connected with him.


26

Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under sec�on 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.




Date : 29/05/2017

(S.P. MOONDRA)

PROPRIETOR

M. No. 073747


27

“Annexure B” to the Independent Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of Sub-sec�on 3 of Sec�on 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial repor�ng of M/s Jyo� Overseas Ltd. (“the Company”) as of March 31, 2017 in conjunc�on with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial repor�ng criteria established by the Company considering the essen�al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Repor�ng issued by the Ins�tute of Chartered Accountants of India These responsibili�es include the design, implementa�on and maintenance of adequate internal financial controls that were opera�ng effec�vely for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the preven�on and detec�on of frauds and errors, the accuracy and completeness of the accoun�ng records, and the �mely prepara�on of reliable financial informa�on, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial repor�ng based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Repor�ng (the “Guidance Note”) and the Standards on Audi�ng, issued by ICAI and deemed to be prescribed under sec�on 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Ins�tute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial repor�ng was established and maintained and if such controls operated effec�vely in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial repor�ng and their opera�ng effec�veness. Our audit of internal financial controls over financial repor�ng included obtaining an understanding of internal financial controls over financial repor�ng, assessing the risk that a material weakness exists, and tes�ng and evalua�ng the design and opera�ng effec�veness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial repor�ng.

Meaning of Internal Financial Controls Over Financial Repor�ng

A company's internal financial control over financial repor�ng is a process designed to provide reasonable assurance regarding the reliability of financial repor�ng and the prepara�on of financial statements for external purposes in accordance with generally accepted accoun�ng principles. A company's internal financial control over financial repor�ng includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transac�ons and disposi�ons of the assets of the company; (2) provide reasonable assurance that transac�ons are recorded as necessary to permit prepara�on of financial statements in accordance with generally accepted accoun�ng principles, and that receipts and expenditures of the company are being made only in accordance with authoriza�ons of management and directors of the company; and (3) provide reasonable assurance regarding preven�on or �mely detec�on of unauthorized acquisi�on, use, or disposi�on of the company's assets that could have a material effect on the financial statements.

Inherent Limita�ons of Internal Financial Controls Over Financial Repor�ng

Because of the inherent limita�ons of internal financial controls over financial repor�ng, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projec�ons of any evalua�on of the internal financial controls over financial repor�ng to future periods are subject to the risk that the internal financial control over financial repor�ng may become inadequate because of changes in condi�ons, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial repor�ng and such internal financial controls over financial repor�ng were opera�ng effec�vely as at March 31, 2017, based on the internal control over financial repor�ng criteria established by the Company considering the essen�al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Repor�ng issued by the Ins�tute of Chartered Accountants of India.




Date : 29/05/2017

(S.P. MOONDRA)

PROPRIETOR

M. No. 073747


28

BALANCE SHEET AS AT 31st March, 2017

Par�cular Note AS AT AS AT 31.03.17 31.03.16 Amount/Rs. Amount/Rs.

EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 1 64629760 64629760

Reserves & Surplus 2 (361414127) (358630619)

(296784367) (294000859)

Non- Current Liabili�es

Long Term Borrowings 3 0 0

Current Liabili�es

Short Term Borrowings 4 20663317 18825659

Trade Payables 5 8897928 8836409

Other Current Liabili�es 6 292998263 292997866

Short Term Provision 7 1510559 1510559

324070067 322170493

GRAND TOTAL 27285700 28169634

ASSETS

Non-Current Assets

Fixed Assets

Tangible Assets 8 16770676 18215835

CURRENT ASSETS

Cash & Bank Balances 9 103869 248930

Short Terms Loans and Advances 10 10411155 9704869

10515024 9953799

GRAND TOTAL 27285700 28169634

Notes & Significant Accoun�ng Policies,

forming part of financial Statements 1 to 18

As per our report a�ached

For S.P. MOONDRA & CO.

For and on behalf of the Board CHARTERED ACCOUNTANTS

Place : GHATABILLOD Pramod Somani Pra�shtha Somani (S.P.MOONDRA)

Dated the: 29.05.2017 Managing Director Director Proprietor

DIN : 00042745 DIN : 02921806 M. No. 073747

F.R. No. 004879C �


29

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH, 2017

Note 2016-17 2015-16 Amount/Rs. Amount/Rs.

INCOME :

Revenue from Opera�ons 11 0 0

Other Income 12 784267 811291

Total Revenue 784267 811291

EXPENDITURE :

Cost of Materials Consumed 13 0 0

Employee Benefits Expenses 14 90000 90000

Finance Costs 15 1408 2285

Deprecia�on and amor�sa�on Expense 16 1445159 1445159

Other Expenses 17 2031208 862179

Total Expenses 3567775 2399623

Profit / (Loss) before excep�onal items and tax (2783508) (1588332)

Excep�onal items

- Prior Period items 0 0

Profit / (Loss) before tax (2783508) (1588332)

Tax Expenses

Current Tax 0 0

Income Tax (Earlier Years) 0 0

Profit/(Loss) for the year (2783508) (1588332)

Earning per equity share of Rs. 10 each

Basic and Diluted Before Extraordinary Ac�vi�es ( in Rs.) (0.43) (0.25)

Basic and Diluted A�er Extraordinary Ac�vi�es ( in Rs.) (0.43) (0.25) Notes & Significant Accoun�ng Policies, forming part of financial Statements 1 to 18






DIN : 00042745 DIN : 02921806 M. No. 073747

F.R. No. 004879C �


30

Cash Flow Statement for the Year Ended on 31st March 2017

P A R T I C U L A R S AS ON 31.03.2017 AS ON 31.03.2016 (RS. IN LACS) (RS. IN LACS)

CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit /(Loss) before Tax (27.83) (15.88)

Add/(Less) :

Profit on Sales of Fixed assets 0.00 0.00

Deprecia�on & amor�sa�on 14.45 14.45 14.45 14.45

Opera�ng Profit before working capital changes (13.38) (1.43)

Less: Changes in working capital

Increase/(Decrease) In Short term Loans & Advances (7.06) 2.14

Decrease /(Increase) in opera�ng liabili�es 0.61 (6.45) (0.18) 1.96

NET CASH FLOW FROM OPERATING ACTIVITIES (A) (19.83) 0.53

CASH FLOW FROM INVESTING ACTIVITIES:

Sales of Fixed assets 0.00 0.00 1.81 1.81

NET CASH FLOW FROM INVESTING ACTIVITIES (B) 0.00 0.00 1.81 1.81

CASH FLOW FROM FINANCE ACTIVITIES:

Short term borrowings received 18.38 18.38 0.00 0.00

NET CASH FLOW FROM FINANCING ACTIVITIES (C) (1.45) 2.34

(A+B+C)

NET INCREASE IN CASH AND CASH EQUIVALENTS

Balance as at beginning of the year 2.49 0.15

Balance as at end of the year 1.04 2.49

(1.45) 2.34






DIN : 00042745 DIN : 02921806 M. No. 073747

F.R. No. 004879C �


31

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2017

PARTICULARS 31.03.2017 31.03.2016 Amount/Rs. Amount/Rs.

NOTE - 1 : SHARE CAPITAL Authorized Share Capital 1,50,00,000 Equity Shares of Rs. 10 each 150000000 150000000 Issued 71,00,976 Equity Shares of Rs. 10 each 71009760 71009760 Subscribed & Paid up 64,62,976 Equity Shares of Rs. 10 each fully paid up. 64629760 64629760(Including 13800 shares issued for considera�on other than cash and 64629760 64629760300366 shares allo�ed as fully paid up bonus shares by way of capitalisa�on of profits) The Company has only one class of equity share. Each Shareholder is eligible for one vote per share. The dividend proposed by the Board is subject to the approval of shareholders except in case of interim dividend. In the event of liquida�on, the equity shareholders are eligible to receive the remaining assets of the company a�er distribu�on of all preferen�al amounts in propor�on to their shareholding. The details of Shareholders holding more than 5% shares : Name of the Shareholder As at As at 31.03.2017 31.03.2016 No. of shares % held No. of shares % held Shri Pramod Somani 1157430 17.91% 1157430 17.91% Shri Baboolal Somani 1070790 16.57% 1070790 16.57% Shri B.L.Somani HUF 417000 6.45% 417000 6.45% The reconcilia�on of the number of shares outstanding is set out below Par�culars As at 31.03.2017 As at 31.03.2016 No. of Shares No. of Shares

Equity Shares at the beginning of the year 6462976 6462976 Add: Shares issued 0 0 Equity Shares at the end of the year 6462976 6462976 NOTE - 2 : RESERVES & SURPLUS Capital Reserve As per last Balance Sheet 14278383 14278383 14278383 14278383Securi�es Premium Reserve As per last Balance Sheet 16577600 16577600 16577600 16577600Share Forfeiture As per last Balance Sheet 79986 79986 79986 79986Surplus/(Deficit) - Balance in Statement of Profit and Loss (389566588) (387978256) As per Last Balance Sheet (2783508) (1588332)Add : Loss for the year (392350096) (389566588) Total (361414127) (358630619)


32


NOTE - 3 : LONG TERM BORROWINGS

As at As at 31.03.17 31.03.16 31.3.2017 31.3.2016SECURED Non Current Current Non Current Current

1) Assets Reconstruc�on Co of India Ltd. (Rupee Loan) 0 105890875 0 105890875 0 0 The en�re amount of the outstanding Rs.1058.90 Lacs., and Interest not provided for Rs.3388.72 Lacs is in default since 10.03.2006 as per the No�ce issued by ARCIL under Sec�on 13(2) of the SARFAESI Act, 2002.

2) Assets Reconstruc�on Co of India Ltd. 0 38197395 0 38197395 0 0 (Foreign Currency Loan) The en�re amount of the outstanding Rs.381.97 Lacs. and Interest not provided for Rs. 285.47 Lacs is in default since 10.03.2006 as per the No�ce issued by ARCIL under Sec�on 13(2) of the SARFAESI Act, 2002.

3) Edelweiss Asset Reconstruc�on 0 111896121 0 111896121 0 0 Company Limited The en�re amount of the outstanding Rs.1118.96 Lacs. , and Interest not provided for Rs 2609.71 Lacs is in default since 10.03.2006 as per the No�ce issued under Sec�on 13(2) of the SARFAESI Act, 2002. Since the aforesaid lenders have taken the posession of secured assets, the rate of interest as on 31.03.2017 is not ascertainable.

Total 0 255984391 0 255984391 0 0

Note:

I) The Term Loans from Assets Reconstruc�on Co of (India) Ltd, is secured by way of :

(A) Primary Securi�es

The Term Loans from ARCIL are secured by first pari-passu mortgage of all immovable proper�es, save and except assets charged to IDBI earlier, and is further secured by way of hypotheca�on of all movable proper�es (save and except the book debts) of the company subject to prior charges created in favour of Company’s Bankers on inventory of the Company to secure the borrowing for working capital.

(B) Personal Guarantees

The term loan from bank is further secured by personal guarantee of Managing Director and Ex- Chairman.

ii) The Term Loans from Edelweiss Asset Reconstruc�on Company Limited, is secured by way of :

(A) Primary Securi�es

Hypotheca�on of all the present and future movable fixed assets except book debts and stock and is further secured by first pari passu mortgage of all the immovable assets of company save and except assets charged to IDBI earlier.

(B) Personal Guarantees

The term loan from bank is further secured by personal guarantee of Managing Director and Ex- Chairman.

� ��


33


Par�cular 31.3.2017 31.3.2016

� NOTE - 4 : SHORT TERM BORROWINGS Loans repayable on demand SECURED From Edelweiss Asset Reconstruc�on Company Limited (Working Capital Loans ) 11826609 11826609 UNSECURED From Director (Note: Refer Note no. 18.14 for details.) 8187621 6999050

From Company 649087 0 8836708 6999050 20663317 18825659 i) The Working capital borrowings from Edelweiss Asset Reconstruc�on Company Limited represents the amount of foreign Usance bills discounted by the Bank. ii) The borrowings are further secured by personal guarantee of Director & Ex-chairman.

NOTE - 5 : TRADE PAYABLES ( Refer Note no. 18.10) 8897928 8836409

NOTE - 6 : OTHER CURRENT LIABILITIES

a. Current Maturi�es of long term borrowings (See note 3) 255984391 255984391

b. Other Payables 0 0

Statutory Dues 37013872 37013475

37013872 37013475

292998263 292997866

NOTE - 7 : SHORT TERM PROVISION

Provision for Gratuity 1510559 1510559

1510559 1510559

NOTE - 8 : FIXED ASSETS ( AT COST)

PARTICULARS GROSS BLOCK DEPRICIATION NET BLOCK AS AT Addi�ons Sales/ TOTAL AS AT During Wri�en TOTAL AS AT AS AT 31.03.2016 Transfer AS AT 31.03.2016 the Back AS AT 31.03.2017 31.03.2016 31.03.2017 period Sale/ 31.03.17 Transfer

TANGIBLE ASSETS: OWN ASSETS:

LAND 892567 0 0 892567 0 0 0 0 892567 892567

BUILDING 47039318 0 0 47039318 29980325 1445159 0 31425484 15613834 17058993

PLANT & MACHINERY 470391836 0 0 470391836 470288694 0 0 470288694 103142 103142

VEHICLES 0 0 0 0 0 0 0 0 0

OFFICE EQUIPMENTS 1538498 0 0 1538498 1461573 0 1461573 76925 76925

FURNITURE & FIXTURES 4123370 0 0 4123370 4039162 0 0 4039162 84208 84208

TOTAL (A) 523985589 0 0 523985589 505769754 1445159 0 507214913 16770676 18215835

INTANGIBLE ASSETS: 0 0 0 0 0 0 0 0 0 0

Total (B) 0 0 0 0 0 0 0 0 0 0

Total (A+B) 523985589 0 0 523985589 505769754 1445159 0 507214913 16770676 18215835

PREVIOUS YEAR 525955911 0 1970322 523985589 506114164 1445159 1789569 505769754 18215836 19841747

NOTE - 9 : CASH & BANK BALANCES Cash in hand (As cer�fied) 0 0

Balances with Banks 103869 248930

103869 248930

NOTE - 10 : SHORT TERM LOANS AND ADVANCES

(Unsecured, considered good)

Loans and Advances to Employees 0 2941

Advances to others 883086 140110

Balances with Government Authori�es

- Advance Income Tax (TDS) 39104 72853

- Duty Draw back receivable 9488965 9488965

10411155 9704869


34


PARTICULARS 2016-17 2015-16 Amount/Rs. Amount/Rs.NOTE - 11 : REVENUE FROM OPERATIONS Sales 0 0 0 0

NOTE - 12 : OTHER INCOME

Commission Income 782080 728528

Miscellaneous Income 2187 82763

784267 811291

NOTE - 13 : COST OF MATERIALS CONSUMED

(including purchased components and packing materials) 2016-17 % 2015-16 %

of Consump�on of Consump�on

Imported 0.00 0.00 0 0

Indigenous 0.00 0.00 0 0

0.00 0.00 0 0

NOTE - 14 : EMPLOYEE BENEFITS EXPENSES

Salary 90000 90000

90000 90000

NOTE - 15 : FINANCE COST 0 0

Interest Expenses 1408 2285

Interest on Late payment of Tax 1408 2285

NOTE - 16 : DEPRECIATION & AMORTISATION EXPENSES

Deprecia�on ( as per note no. 8) 1445159 1445159

1445159 1445159

NOTE - 17 : OTHER EXPENSES

Establishment Expenses

Rent 12000 33600

Postage & Telephone 63314 360

Travelling & Conveyance 14941 1000

Legal & Professional 270611 252304

Licence fees & subscrip�on 342883 289664

Sta�onery & Prin�ng 51300 252940

PF Damages 1186773 0

Payment to Auditors

- Audit Fee 11500 11500

Miscellaneous Expenses 77886 20811 2031208 862179


35

NOTES ON FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2017 Note 18 18.1 Excep�onal item

S.NO Par�culars 2016-17 2015-16

1 Prior Period Items 0 0

Total 0 0

18.2 Deriva�ve contracts entered into by the Company and outstanding as on the date of Balance sheet.

a) Hedging Commitments outstanding - Rs. Nil (Previous Year Nil)

b) Foreign currency exposures that are not hedged by deriva�ve instruments - Rs. Nil (Previous Year Nil)

18.3 Earnings/Expenditure in Foreign Exchange : Rs. Nil (Previous Year -Nil)

18.4 Details of government grants - NIL (Previous Year -Nil)

18.5 Borrowing Costs capitalised during the year : Rs. Nil (Previous Year -Nil)

18.6 Con�ngent liabili�es and commitments (to the extent not provided for)

Con�ngent liabili�es ( Rs. In Lacs) 31.03.17 31.03.16

(a) Interest to secured Lenders 6283.90 5960.92

(b) Claim not acknowledged as debts 0.00 0.00

18.7 Segment Informa�on: The Company is opera�ng in single segment.

18.8 Earnings per share For the For the

year ended year ended

31.03.17 31.03.16

Weighted average number of equity shares outstanding during the year 6462976 6462976

Net profit a�er tax available for equity shareholders (2783508) (1588332)

Basic & Diluted Earnings ( in Rupees) per share (0.43) (0.25)

Face Value Per share ( in Rupees) 10.00 10.00

18.9 DEFERRED TAX ASSETS ( Net) 31.03.17 31.03.16

Tax effect of items cons�tu�ng deferred tax Assets

Gratuity 466763 466763

Disallowance under 43 B 11436699 11436699

Brought Forward Unabsorbed Deprecia�on 78658225 78633736

Carried Forward Business Losses 1534651 8999913

Timing difference on account of Fixed Assets 7486308 7120093

TOTAL 99582646 106657204 Less: Tax effect of items cons�tu�ng deferred tax liability 0 0 Timing differences on account of: Difference between Book & Tax Deprecia�on 99582646 106657204

There is no reasonable / virtual certainty supported by convincing evidence that sufficient future income will be available against the net deferred tax assets. In considera�on of prudence, the company has not considered the net deferred tax Assets in the Books of Accounts.

18.10 As per the informa�on's available with the Company in response to the enquires from all exis�ng suppliers with whom Company deals, none of the suppliers are registered with the micro, small & medium enterprises Development Act, 2006.

18.11 Sales Tax, Purchase Tax and Income Tax Assessment are pending at various stages. Provision of Taxes in the opinion of management is sufficient

18.12 No Provision for taxa�on has been considered necessary in view of Carry forward losses, and unabsorbed deprecia�on and other allowances under the Income Tax Act.

18.13 Balances of some of the Creditors, Loans & advances are taken as per Books of Account and are subject to confirma�on from respec�ve par�es.


36

18.14 RELATED PARTY DISCLOSURES As per Accoun�ng Standard 18, the disclosures of transac�ons with the related par�es are given below a) Details of related par�es: Descrip�on of rela�onship Names of Related Par�es Par�es with whom control exist NIL key Management Personnel (KMP) Mr. Pramod Somani (Managing Director), Ms. Pra�shtha Somani (Director) Rela�ve of Director Mr. Baboolal Somani (father of Managing Director) Other Related Par�es NIL

b) Transac�ons during the year with related par�es :

Sr. Nature of Transac�ons Key Managerial Rela�ve of Director Other Related Par�es

No. (Excluding reimbursements) Personnel

Current Yr. Prev. Yr. Current Yr. Prev. Yr. Current Yr. Prev. Yr.

1 Unsecured Loan received

Mr. Pramod Somani 1188571 0 0 0 0 0

2 Unsecured Loan paid 0 0 0 0 0 0

c) Balances outstanding as at 31st March, 2017

Sr Nature of Transac�ons Key Managerial Rela�ve of Director Other Related Par�es

No. Personnel

Liabili�es Current Yr. Prev. Yr. Current Yr. Prev. Yr. Current Yr. Prev. Yr.

1 Trade and Other Payables

Mr. Baboolal Somani 0 0 3248689 3248689 0 0

2 Short Term Borrowings

Mr. Pramod Somani 8187621 6999050 0 0 0 0

Note: No amount has been provided as doub�ul debts or advances/ wri�en off or wri�en back in the year in respect of debts

due from or to above related par�es.

18.15 Secured Lenders viz, Asset Reconstruc�on Company (India) Limited (ARCIL) and Edelweiss Reconstruc�on Company Limited took the possession of the Secured Assets of the company under sec�on 13 (4) of Securi�za�on And Reconstruc�on of Financial Assets And Enforcement of Security Interest Act, 2002 ( SARFAESI Act ) on 11th July , 2007 against their dues and appointed the Company as Custodian of the Secured Assets and permi�ed to con�nue the Business ac�vi�es on a payment of Rs 25,000 per month towards royalty charges �ll 31st March, 2011.

Therea�er, they have withdrawn the custodian ship. They have also filed pe��on for winding up of the company before the hon’ble High Court of M.P. , which is pending for admission.

The Commercial Tax Department also took ac�on for recovery of their dues by way of a�achment of Fixed Assets "under the Provisions of M.P. Land Revenue Code , 1959.

Hence, Consequen�al fate of Secured fixed assets taken over by the secured lenders is not ascertainable. Therefore , any adjustment on account of possession of the assets is also not ascertainable in the circumstances a s on 31st March, 2017.

In view of the possession of Secured assets have been taken by Secured Lenders, the es�mated amount of interest for the year amoun�ng to Rs.322.98 Lacs (Previous Year 322.98 Lacs) has also not been provided in books of accounts of the Company. Total es�mated amount of Interest not provided for as on the date of Balance Sheet is Rs. 6283.90 ( Previous Year. 5960.92) Lacs.

The Company is making efforts to se�le the dues by way of se�lement with financial ins�tu�ons and Commercial Tax d epartment.

In case of non se�lement, The results of these cases may have an adverse effect on func�oning of the Company and the C o m p n a y may not remain going concern.

18.16 As the accumulated losses of the Company had exceeded its en�re net worth in earlier years, the Company has been declared a Sick Industrial Company within the meaning of Clause (O) of sub sec�on 1 of sec�on 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) vide order of BIFR dated 17th May, 2006. Pursuant to the ac�on taken by secured Lenders under sec�on 13 (4) of the SARFAESI Act , 2002 the BIFR , vide its order dated 26th


37

November, 2007 has abated the reference filed by the Company under SICA.

As the Company has concluded one �me se�lement with working capital bankers and IDBI and is pursuing se�lement discussions with remaining Secured Lenders and is keen to revive its opera�ons, the accounts of the Company have been prepared on going concern basis. In case the Company is unable to con�nue as a going concern in future , the resultant adjustments, if any, are presently not ascertainable.

18.17 As the company is not having possession of the assets of the company, no physical verifica�on of the assets of the plant could be carried out. The management of the company is of the opinion that there is an impainrment of the assets of this plant, however, such loss has not been es�mated or determined and, therefore, no provision for loss on acounts account of impairment of assets has been made in the accounts. To this extent, the company has not complied with the Accoun�ng Standard 28, Impairement of Assets.

18.18 The Company has Duty draw back Receivable of Rs. 94,88,965 ( Previous year Rs. 94,88,965) disclosed in Note No. 10 : Short Term Loans and Advance. The same has been disputed by the Central Excise Department . The li�ga�on is under progress and if finally decided against the company, the claim may not be receive, since the Li�ga�on is in process No Provision has been made in the Accounts.

18.19 Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classifica�on/ disclosure.

18.20 Significant Accoun�ng Policies followed by the Company are as stated in the statement annexed as Annexure-I.


38


Annexure- I

Statement referred to in Note no.18.20 to the Financial Statements.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES :

1. BASIS OF PREPARATION : These financial statements have been prepared in accordance with the .Generally Accepted Accoun�ng Principles in India. To comply with the Accoun�ng Standards specified under Sec�on 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013,.the financial statements have been prepared under the historical cost conven�on on accrual basis.

2. USE OF ESTIMATES:

The presenta�on of financial statements in conformity with the generally accepted accoun�ng principles requires es�mates and assump�ons to be made that affect the reported amount of assets and liabili�es on the date of financial statements and the reported amount of revenues and expenses during the reported period. Difference between the actual result and es�mates are recongnised in the period in which the results are known / materialized.

3. FIXED ASSETS:

Fixed assets are stated at cost net of Modvat/ Cenvat and include propor�onate financial Cost �ll commencement of Produc�on less accumulated deprecia�on.

4. DEPRECIATION:

Deprecia�on / Amor�sa�on In respect of fixed assets acquired during the year, deprecia�on/ amor�sa�on is charged on a straight line basis so as to write off the cost of the assets over the useful lives and for the assets acquired prior to April 1, 2014, the carrying amount as on April 1, 2014 is depreciated over the remaining useful life, as per schedule II of the Companies Act, 2013.

5. IMPAIRMENT OF ASSETS :

Considera�on is given at each Balance Sheet date to determine whether there is any indica�on of impairment of the carrying amount of the Company`s Fixed Assets. If any indica�on exists, an asset`s recoverable amount is es�mated. An impairment loss is recognized the carrying amount of an assets exceeds the recoverable amount

6. INVESTMENTS: No Investments.

7. INVENTORY VALUATION: No Inventory

8. FOREIGN CURRENCY TRANSACTIONS : No Transac�ons in foreign currency

9. TREATMENT OF RETIREMENT BENEFITS: Re�rement benefits to employees are accounted for on accrual basis.

10. BORROWING COST:

Borrowing cost that is a�ributable to the acquisi�on or construc�on assets are capitalized as part of such assets. A qualifying asset is one that necessarily takes substan�al period of �me to get ready for intended use. All other borrowing costs are charged to revenue.

11. TAXES ON INCOME:

Provision for current tax is made a�er taking into considera�on benefits admissible under the Provision of the Income Tax Act, 1961. Deferred tax is recognised onadmissiblebetween admissible the accoun�ng income and taxable income for the year and quan�fied using the tax enacted rates and laws or substan�vely enacted as on the Balance Sheet date.and the assets if arising, is recognised if there being reasonable certainty of its absorp�on against profits expected to be earned in the not too distant future periods.

12. EARNINGS PER SHARE:

In accordance with the Accoun�ng Standard 20 “Earnings per Share” i ssued by the Ins�tute of Chartered Accountants of India, basic earnings per share is computed using the weighted average number of shares outstanding during the year.

13. TREATMENT OF CONTINGENT LIABILITIES:

Con�ngent liabili�es are not provided for. T hese are being disclosed in the notes to the Accounts.


39

JYOTI OVERSEAS LTDCIN: L72112MP1974PLC001260

REG OFF: 5, MAHALAXMI NAGAR, GHATABILLOD, M.P. – 454773Web Site : www.jolindia.com; E-mail ID: [email protected]

Phone No: 88890-18999

Form No. MGT-11PROXY FORM

(Please complete this a�endance slip and hand it over at the entrance of the hall)

[Pursuant to sec�on 105(6) of the Companies Act, 2013 and rule19 (3) of the Companies (Management and Administra�on) Rules, 2014]

CIN L72112MP1974PLC001260

Name of Company JYOTI OVERSEAS LTD

Registered Office 5, MAHALAXMI NAGAR, , GHATABILLOD (M.P.) – 454773

Name of Member (s)

Registered Address

E-mail Id

Folio No/Client Id DP ID

I/We, being the member(s) of ……………… Shares of the above named company, hereby appoint

1. Name

Address

E-mail Id Signature

Or falling him

2. Name

Address

E-mail Id Signature

Or falling him

3. Name

Address

E-mail Id Signature

Or falling him

as my/our proxy to a�end and vote (on a poll) for me/us and on my/our behalf at the 43rd Annual General Mee�ng of the Company, to be held on Monday the 25th September, 2017 at 3:00 P.M at Ram Kishan Garden , Village Sejwaya ,Ghatabillod, Dis�. - Dhar (M.P.) and at any adjournment in respect of such resolu�ons as are indicated below:


40

** I wish my above proxy to vote in the manner as indicated in the box below:

Resolu�ons For Against

1. Consider and approve Audited Financial Statement, reports of the Board of directors and Auditor

2. Re-appointment of Mrs Pra�shtha Somani who re�res by rota�on.

3. appointment of Statutory Auditors A P G & Associates

*Applicable for investors holding shares in the electronic form.

Signed this ------------------------day of ---------------------- 2017. Signature of shareholder

…………………………………………………… ……………………………………….. ………………………………………..Signature of First Proxy holder Signature of Second Proxy holder Signature of Third Proxy holder

Notes:

1. This form of proxy in order to be effec�ve should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before commencement of the mee�ng.

2. A Proxy need not be a member of the Company.

3. A person can act as a proxy on behalf of members not exceeding fi�y and holding in the aggregate not more than 10 % of the total share capital of the Company carrying vo�ng rights. A member holding more than 10 % of the total share capital carrying vo�ng rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

4. This is only op�onal. Please put a ‘X’ in the appropriate column against the resolu�ons indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolu�ons, your proxy will be en�tled to vote in the manner as he/she thinks appropriate.

5. Appoin�ng a proxy does not prevent a member from a�ending the mee�ng in person if he so wishes.

6. In the case of joint holders, the signature of any one holder will be sufficient, but names of all joint holders should be stated.

Afx a15 paiseRevenue

Stamp


41

ATTENDANCE SLIP

CIN: L72112MP1974PLC001260

Registered Office: 5, Mahalaxmi Nagar, Ghatabillod (M.P.) - 454773 (Please complete this a�endance slip and hand it over at the entrance of the hall)

I hereby record my presence at 43rd Annual General Mee�ng of the Company on Monday the 25th September, 2017 at 03:00 P.M at Ram Kishan Garden, Village Sejwaya, Ghatabillod, Dis�. - Dhar – 454773.

Folio No. /DP ID-Client ID:

……………………………………………………………………………….

Full Name of the Shareholder in (Block Le�ers):

…………………………………………………………...

No. of Shares held:

………………………………………………………………………………………...

Name of Proxy (if any) in the (Block Le�ers):

……………………………………………………………..

Signature of the Shareholder/Proxy/Representa�ve*

*Strike out whichever in not applicable

Note:

1. Please complete the Folio / DP ID-Client ID No. and name, sign this A�endance Slip and hand it over at the A�endance Verifica�on Counter at the entrance of the mee�ng venue. A�endance slips shall also be issued at the venue.

2. Electronic copy of the Annual Report for the year ended March 31, 2017 and No�ce of the Annual General Mee�ng (AGM) along with A�endance Slip and Proxy Form is being sent to all the members whose email address is registered with the Company/Depository Par�cipant unless any member has requested for a hard copy of the same. Members receiving electronic copy and a�ending the AGM can print copy of this A�endance Slip.

3. Physical copy of the Annual report for the year ended March 31, 2017 and No�ce of the Annual General Mee�ng along with A�endance Slip and Proxy Form is sent in the permi�ed mode(s) to all members whose email id is not registered or have requested for a hard copy.

5, Mahalaxmi Nagar, Ghatabillod - 454773 Dist. Dhar (M.P.)

CIN : L72112MP1974PLC001260Contact No. : 88890-18999

Documents

43rd Annual Report 2016-2017 - Bombay Stock Exchange · 43rd Annual Report 2016-2017 5, Mahalaxmi Nagar, Ghatabillod - 454773 Dist. Dhar (M.P.) ... Brief resume of Directors including