Equity Analysis

Your Directors take immense pleasure in presenting the 35^th Annual Report on the business and operations of the Company along with the Audited financial statements for the financial year ended on 31^st March, 2024.

The summarized working results for the financial year ended on 31^st March, 2024 as compared with the previous year are as under: -

(Rs. in thousands)

The Company’s plans for new activities are progressing gradually and management is hopeful that it will gain momentum in the current financial year. The Management is striving to add new activities in other related areas of Business and Directors hope for some progress in these fields in the current year.

The Company is having website i.e. www.jmg-corp.in. and Annual Return of Company has been disseminated on such website. Link of the same is given below: www.jmg-corp.in/notice.html#AGM

The Directors do not recommend any dividend since the Company has not earned any distributable profit during the financial year under review.

There has been no change in the nature of business of the Company during the financial year under review since the Company is still trying to finalize and add new business activities.

The paid-up Equity Share Capital as on 31^st March, 2024 was Rs. 5,78,94,737.50. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Anita Mishra (DIN- 07950600), Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer herself for re- appointment. Our directors recommend her re-appointment as Director on the Board at the ensuing Annual General Meeting.

None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

In terms of the provisions of section 203 of the Companies Act, 2013, Mr. Atul Kumar Mishra (DIN- 00297681), Ms. Nisha Kumari (PAN CZAPK3629J) and Mr. Sonu Kumar Varshney (PAN AFUPV9813M) are the Key Managerial Personnel of the Company as on the date of this report.

There is one change in Director i.e. Mr. Neeraj Jain appointed as director in place of Mr. Satish Kumar Grover due to expiry of term and no change in Key Managerial Personnel during the financial year under review.

At the 32^nd Annual General Meeting held in the year 2021, M/s B S D & Co. Chartered Accountants, were appointed by the shareholders to hold office as Statutory Auditors from the conclusion of 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting of the Company, subject to ratification of their appointment at every subsequent Annual General Meeting. The provisions relating to ratification of appointment of Statutory Auditors has been done away with effect from 7^th May, 2018 by the Companies (Amendment) Act, 2017. Hence, no resolution is to be put up for ratification.

The Board of Directors of the Company has appointed Mr. Pawan Kumar Mishra, Practicing Company Secretary, as the Secretarial Auditor of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure- ‘A’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. The Board of Directors of the Company has appointed Mr. Pawan Kumar Mishra, Practicing Company Secretary, as the Secretarial Auditor of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith and marked as Annexure- ‘A’ to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

The Company does not have any Subsidiary, Associate or Joint Venture Company.

Your Company has followed good corporate governance practices since its inception and in accordance with the code of Corporate Governance. The compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V is not applicable on the Company, and therefore,disclosures as required under para-C, D and E of Schedule V is not given for the financial year 2022- 2023. A certificate of Statutory Auditor regarding non-applicability of regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and Eof Schedule V is hereby enclosed and forms part of this report.

The Management’s Discussion and Analysis Report in compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure- ‘B’ and forms part of this report.

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors, Employees and other Stakeholders of the Company to report concerns about illegal or unethical practices, Unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. The whistle Blower Policy is available on Company’s website i.e. www.jmg-corp.in.

The securities of the Company are listed on BSE Limited. The listing fees to BSE have been paid. Sexual Harassment Policy

The Company has a policy on prohibition, prevention and redressal of sexual harassment of women at work place and matter connected therewith or incidental thereto covering all the aspects as contained under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” including constitution of Internal Complaints Committee. The Company has not received any complaint during the financial year.

The information pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is attached as Annexure- ‘C’ and forms part of this Report.

The information relating to remuneration of Directors of the Company as required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given in Annexure-‘D’ of this Report.

The annual return of the Company has been placed on the website of the Company at www.jmg- corp.in and therefore, extract of the annual return in Form No. MGT-9 is not required to be attached with the Board's report.

The composition of Board of Directors as on the date of this report is as follows:

During the year 5 (Five) Meetings of the Board of Directors were held on 26^th May, 2023, 05^th August, 2023, 30^th August, 2023, 08^th November, 2023, 08^th February, 2024.

The names and categories of the Directors on the Board, their attendance at Board Meetings held during the financial year 2023-2024 are as follows:

For the purpose of ensuring adequacy of internal financial controls, efficacy of internal and statutory audits and matters specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013, the Board has constituted an Audit Committee comprising three Directors, Mr. Satish Kumar Grover as Chairman, Mr. Atul Kumar Mishra and Mr. Satish Charan Kumar Patne as members of the committee. 4 (Four) meetings of the Committee were held on 26^th May, 2023, 05^th August, 2023, 08^th November, 2023, 08^th February, 2024. All the members of the Committee attended all the meetings.

This Committee addresses all issues and shareholders’ complaints. It comprises of Mr. Satish Kumar Grover as Chairman, Mr. Satish Charan Kumar Patne and Mr. Atul Kumar Mishra as member. 3 (Three) meetings of the Committee were held on 26^th May, 2023, 05^th August, 2023 and 08^th February 2024 during the financial year. All the members of the Committee attend all the meetings expect 05-08-2023 by Atul Kumar Mishra.

The Committee, inter alia, looks into investor complaints and also reviews the performance of Registrar to issue and share transfer agent of the Company and suggests measures for overall improvement.

The Company has delegated share transfer powers to the Registrar and Share Transfer Agent, Indus Shareshree Pvt. Ltd. (Formerly known as Indus Portfolio Pvt. Ltd.), G-65, Bali Nagar, New Delhi - 110015. The RTA meets every fortnight to resolve the share transfer matters.

During the year, No complaint was received from investor. All transfers/transmissions received during the financial year were processed by the Registrar and Share Transfer Agent and no transfers/transmissions were pending.

The Nomination and Remuneration Committee consists of three non-executive directors namely Mr. Satish Kumar Grover as Chairman, Mrs. Anita Mishra and Mr. Satish Charan Kumar Patne as members of the Committee. 2 (Two) meeting of the Nomination & Remuneration Committee was held on 26^th May, 2023 and 05^th August 2023, during the financial year. All the members of the Committee attend all the meetings expect 05-08-2023by Anita Mishra.

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm:

a) that in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the Financial Year ended 31^st March, 2024;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a ‘going concern’ basis.

e) that proper internal financial controls were in place and that financial controls were adequate and were operating effectively.

f) that the Directors had advised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company has received necessary declarations from all independent directors of the Company as required under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.Further, no independent director was appointed during the financial year.

The Board, on the recommendation of the Nomination & Remuneration Committee of the Company, has framed and adopted a Policy Namely Nomination and Remuneration Policy to deal with matters of appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other Employees of the Company. The said policy focuses on the following aspects: -

a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate quality Directors required to run the Company successfully;

b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its Goals.

Nomination and Remuneration Policy is placed at the website of the Company at www.jmg-corp.in.

The provisions relating to CSR is not applicable to the Company as the Company does not meet the criteria prescribed under section 135 of the Companies Act, 2013 read with rules made thereunder.

The Statutory Auditors have not given any Qualification, Reservation or made any adverse remarks or disclaimer in their Audit Report including reporting of fraud under section 143 of the Companies Act, 2013. The observations of the Statutory Auditors in their report, read together with the notes on Accounts, are self- explanatory, and therefore, in the opinion of the Directors, do not call for any further explanation.

There are no qualifications, reservations or adverse remarks or disclaimers in the Secretarial Audit Report.

The Company has neither given any Guarantee nor provided any Security in Connection with a Loan, directly or indirectly, to any person or other body corporate under Section 186 of the Companies Act, 2013 during the financial year ended 31^st March 2024. The Company has also not made any investments by way of subscription, purchase or otherwise, in the securities of any other body corporate during the financial year ended 31^st March 2024. The details of outstanding inter corporate loan as on 31^st March, 2024 has been disclosed in the financial statements for the financial year ended on 31^st March, 2024.

The Company has not carried out any related party transactions falling within the purview of section 188 read with the Companies (Meetings of Board and its Powers) Amendment Rules, 2014 during the financial year under review, and therefore, the particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC-2 is not applicable to the Company.

The Company has followed the guidelines of Accounting Standards notified under the Companies (Accounting Standard) Rule 2006 in preparation of its financial statements.

None of the Directors have any pecuniary relationships of transactions viz-a-viz the Company. The Company has not entered into any transaction of material nature with Promoters, the Directors or the Management or Relatives etc. that may have any potential conflict with the interest of the Company. The related party transactions are duly disclosed in the Notes to the Accounts.

The Company has not transferred any amount to reserve during the financial year under review.

There have not been any material changes and commitments occurred, between the end of the financial year of the Company i.e. 31^st March, 2024 and the date of this report affecting financial position of the Company.

With respect to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, for the financial year ended March 31, 2024 are attached as Annexure ‘E’ and form anintegral part of this Report.

In today’s economic environment, Risk Management is very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company recognizes risk management as an integral component of good corporate governance. The Company has developed and adopted a risk management policy.

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

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure and time schedule for the performance evaluation process for the Board, its Committees and Directors.

The Independent Directors held a Meeting on 08^th November, 2023 without the attendance of NonIndependent Directors and members of Management. All the Independent Directors were present at the meeting. The following issues, inter alia, were discussed in detail:

a. Reviewed the performance of non-independent directors and the Board as a whole;

b. Reviewed the performance of the Chairperson of the Company, taking into account the views

of Executive Directors and Non-Executive Directors;

c. Assessed the quality, quantity, and timeliness of flow of information between the Company

Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the period under review, the Company has not accepted or invited any deposits from the public.

There are no significant and material orders passed by the regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

The Internal Audit Department of the Company had carried out internal audit during the financial year under review. The said Audit was carried out with the objective to identify system deficiencies in the process(s) of the organization and to ensure operational effectiveness in all the processes within the organization to ensure that effective internal control exist at all levels of the organization. Further in case any deficiency (ies)/ weakness (es) is observed, the same is brought to the notice of the Management so that corrective actions are taken on time.

(xx) Disclosures with respect to demat suspense account/ unclaimed suspense account: The

Company does not require to open demat suspense account/unclaimed suspense account.

(xxi) Compliance with Secretarial Standards: The Company has complied with the provisions of secretarial Standards during the financial year 2023-2024.

(xxii) Maintenance of Cost records: The Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of Company.

(xxiii) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year. Not Applicable

(xxiv) The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. Not Applicable

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, Stock Exchange, SEBI, bankers, auditors, legal advisors, consultants business associates, state government, local bodies and all the employees with whose help, co-operation and hard work the Company is able to achieve the results.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

The Board deeply acknowledges the trust and confidence placed by the customers of the Company and all its shareholders