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Jyotirgamya Enterprises Ltd.

BSE: 539246 Sector: Others
NSE: N.A. ISIN Code: INE805R01018
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VOLUME 11000
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OPEN 13.77
CLOSE 13.12
VOLUME 11000
52-Week high 13.77
52-Week low 13.77
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Jyotirgamya Enterprises Ltd. (JYOTIRGAMYAENT) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Annual Report of your Company togetherwith the Audited financial Statements for the financial year ended 31st March2017.

1. Financial Highlights

The financial performance of your Company for the year ended 31st March 2017 issummarized below:

Particulars

Amount (in Rupees)

FY 2016-17 FY 2015-16
Net Sales 6739895 366500
Other Income 376625 1076324
Total Revenue 7116520 1442824
Total Expenditure 7580432 2824432
Profit before tax (463912) (1381608)
Provision for tax 0 8413
Deferred Tax (45732) (102551)
Profit after tax (418180) (1287470)
EPS (Rs.) (0.42) (1.29)
Proposed Dividend Nil Nil
Transfer to Reserve Nil Nil
Paid-up Share Capital 12474000 12474000
Reserves and Surplus 18761960 19180140
(excluding revaluation reserve)

2. Year in Retrospect

During the year under review total income of the Company was Rs. 7116520 as againstRs.1442824 in the previous year. The Company has incurred a loss of Rs. 418180 for theyear as against a loss of Rs. 1287470 in previous year. Your Directors are putting intheir best efforts to improve the performance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2016-17 and the previousyear are as follows:

(in Rupees)
Particulars FY 2016-17 FY 2015-16
Securities Premium Account 22266000 22266000
Profit & Loss A/c (3504040) (3085860)
Total 18761960 19180140

4. Public deposits

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

5. Material Changes after the close of the financial year

Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company has occurred between the end of thefinancial year of the Company-31st March 2017 till the date of this report.

6. Dividend

The Board of Directors of your Company has decided to retain and plough back theprofits into the business of the Company thus no dividend is being recommended for thisyear.

7. Subsidiaries/ Joint Ventures/ Associates

As on 31st March 2017 the Company had no Subsidiaries Joint Ventures (JVs) orAssociate Companies. Accordingly statement containing the salient feature of the financialstatement of a company's subsidiary or subsidiaries associate company or companies andjoint venture or ventures in Form AOC-1 is not applicable.

The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year: Nil

Policy for determining material subsidiaries of the Company has been provided on thewebsite www.jeltrade.com

8. Change in the nature of business

There has been no major change in the nature of business of your Company. Further sincethere is no subsidiary joint venture and associate company there is no question formentioning of change in nature of business of such companies.

9. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act 2013 the Company has appointed thefollowing as Independent Directors of the Company at the Annual General Meeting of yourCompany held on 20th September 2014 to hold office up to 5 (five) consecutiveyears up to 31st March 2019.:

• Mr. Ravindra Lodha (DIN-01487308)

• Mr. Rajesh Nawalkha (DIN-01961222)

In accordance with the provisions of section 149 of the Companies Act 2013 all theindependent directors are non rotational. The details of the familiarization programmesfor Independent Directors are disclosed on the Company's website - www.jeltrade.com

In terms of Section 203 of the Act the following were designated as Key ManagerialPersonnel of your Company by the Board:

• Mrs. Anju Chordia Managing Director

• Mr. Deepak Kumar Sharma Chief Financial Officer

• Ms. Bharti Company Secretary

During the year under review there has been no change in the Board of Directors and theKey Managerial Personnel.

Mrs. Anju Chordia liable to retire by rotation in the ensuing Annual General Meetingand being eligible offer herself for re-appointment. Directors recommend theirre-appointment.

The Board has laid down separate Codes of Conduct for Directors and Senior Managementpersonnel of the Company and the same are posted on the Company's website. All BoardMembers and Senior Management personnel have affirmed compliance with the Code of Conduct.

10. Declaration of Independence

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as Clause49 of the Listing Agreement.

11. Disclosure of commission paid to managing or whole time directors

There is no commission paid or payable by your company to the managing director or thewhole time director.

12. Number of meetings of the Board of Directors

The details of the number meetings of the Board of Directors of your Company are asbelow:

Date of Board meeting Directors Attended the meeting
26.05.2016 1. Mrs. Anju Chordia
2. Mr. Ashok Kumar Chordia
3. Mr. Ravindra Lodha
4. Mr. Rajesh Nawalkha
10.08.2016 1. Mrs. Anju Chordia
2. Mr. Ashok Kumar Chordia
3. Mr. Ravindra Lodha
4. Mr. Rajesh Nawalkha
14.11.2016 1. Mrs. Anju Chordia
2. Mr. Ashok Kumar Chordia
3. Mr. Ravindra Lodha
4. Mr. Rajesh Nawalkha
14.02.2017 1. Mrs. Anju Chordia
2. Mr. Ashok Kumar Chordia
3. Mr. Ravindra Lodha
4. Mr. Rajesh Nawalkha

13. Annual Evaluation of Board performance and performance of its committees andindividual directors

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual evaluation of its own performanceperformance of the Directors individually as well as the evaluation of the working of itsCommittees. Feedback was sought from Directors about their views on the performance of theBoard covering various criteria. Feedback was also taken from directors on his assessmentof the performance of the other Directors. The Nomination and Remuneration Committee (NRC)then discussed the above feedback received from all the Directors. Based on the inputsreceived the Chairman of the NRC also made a presentation to the Independent Directors attheir meeting summarizing the inputs received from the Directors as regards Boardperformance as a whole and of the Chairman. Post the meeting of the IndependentDirectors their collective feedback on the performance of the Board (as a whole) wasdiscussed by the Chairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.Feedback was provided to the Directors as appropriate. Significant highlights learningand action points arising out of the evaluation were presented to the Board.

14. Remuneration Policy for the Directors Key Managerial Personnel and other employees

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreementthe Board of Directors of the Company has formulated the Nomination and RemunerationPolicy of your Company on the recommendations of the Nomination and RemunerationCommittee.

The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters is set-out in Annexure-I to this Report.

15. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Composition of the Committee of the Board of Directors of the Company is as below:

Audit Committee:

1. Mr. Ravindra Lodha - Chairman (Independent Director)

2. Mr. Rajesh Nawalkha - Member (Independent Director)

3. Mr. Ashok Kumar Chordia - Member (Non-Executive Director)

Stakeholders Relationship Committee:

1. Mr. Ravindra Lodha - Chairman (Independent Director)

2. Mr. Rajesh Nawalkha - Member (Independent Director)

3. Mr. Ashok Kumar Chordia - Member (Non-Executive Director)

Nomination and Remuneration Committee:

1. Mr. Ravindra Lodha - Chairman (Independent Director)

2. Mr. Rajesh Nawalkha - Member (Independent Director)

3. Mr. Ashok Kumar Chordia - Member (Non-Executive Director)

16. Details of Committee Meeting -

Meeting No. of Meeting Dates of Meeting
Audit Committee 4 26.05.201610.08.201614.11.201614.02.2017
Nomination and Remuneration Committe 1 30.12.2016
Stakeholders Relationship Committee NIL NIL

*A11 the directors were present in the committee meeting(s)

17.Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by theBoard.

18. Conservation of Energy Technology Absorption

The information on conservation of energy and technology absorption stipulated underSection 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts)Rules 2014 is attached as Annexure-II.

19. Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure-III to this Report.

20. Related Party Transactions

In line with the requirements of the Companies Act 2013 and the Listing Agreement theCompany has formulated a Policy on Related Party Transactions and the same is uploaded onthe Company's website: www.jeltrade.com. Details of Related Party Transactions as perAOC-2 are provided in Annexure-IV.

21. Loans and investments

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:

A. Details of investments made by the Company as on 31st March 2017:

Name of Investee entity/ investment Amount (Rs. in lacs)
Panache Holdings Private Limited 13.00
Reliance Money Manager Fund 16.00
Birla Sun Life - Mutual Fund 4.50
Birla Cash Plus Mutual Fund 16.00
Mentor Capital Services Private Limited 1.21
D&M Finvisors Private Limited 24.76

B. Details of loans given by the Company as on 31st March 2017:

Name of borrower entity Amount (Rs. in lacs)
RTGL Industries Ltd 50.00
Mentor Corporate Advisors Pvt Ltd 11.00
Rathi Graphics Technologies Ltd 11.20

C. Details of guarantees issued by your Company in accordance with Section 186 of theCompanies Act 2013 read with the Rules issued thereunder: Nil

22. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT-9 is provided inAnnexure-V.

23. Auditors and auditors' report:

M/s. M.S Choudhary & Associates Chartered Accountants New Delhi the existingauditors of the company has shown their inability and accordingly not offered for reappointment as statutory auditor of the company in the ensuing Annual General Meeting.

The board of directors of the company recommends for appointment of NSA &Associates Chartered Accountants as the statutory auditor of the company in the ensuingAnnual General Meeting to hold the office till the conclusion of the next sixth AnnualGeneral Meeting of the company.

Your Company has received written consent and a certificate stating that they satisfythe criteria provided under Section 141 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 and that the appointment if made shall be in accordancewith the applicable provisions of the Companies Act 2013 and rules issued thereunder. TheAudit Committee and the Board of Directors recommend the appointment of M/s. NSA &Associates Chartered Accountants as the Auditors of your Company for the financial year2017-18 till the conclusion of the next sixth AGM.

The Auditors' Report for the financial year 2016-17 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

24.Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014; the Secretarial AuditReport provided by the Secretarial Auditors is annexed as Annexure-VI.

The Secretarial Auditors' Report for the financial year 2016-17 does not contain anyqualification observation or adverse remarks and accordingly no comments required by yourBoard of Directors on the same.

25. Internal Control Systems and adequacy of Internal Financial Controls

The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorized recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. The Companyhas an Internal Control System commensurate with the size scale and complexity of itsoperations.

In terms of section 138 of the Companies Act 2013 M/s RMC & Co. CharteredAccountant has been appointed as the Internal Auditors of your Company. The Company alsohas an Audit Committee who interacts with the Statutory Auditors Internal Auditors andManagement in dealing with matters within its terms of reference.

26. Risk management

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management.

There are no risks which in the opinion of the Board threaten the existence of yourCompany.

27. Cost Records and Cost Audit Report

In terms with the provisions of section 148 of the Companies act 2013 read with theCompanies (Cost records and audit) Rules 2014 maintenance of cost records and appointmentof Cost Auditors are not applicable on your Company.

28. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour.

Pursuant to Section 177(9) of the Companies Act 2013 and clause 49 of the listingagreement a vigil mechanism was established for directors and employees to report to themanagement instances of unethical behavior actual or suspected fraud or violation of theCompany's code of conduct or ethics policy. The copy of vigil mechanism policy is uploadedon the website of your company.

29. Pursuant to relevant sections of the act the Management Discussion and AnalysisReport is annexed as Annexure-VII.

30. Code of Conduct for Prevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading)Regulation 2015 and the same can be accessed on the website of the Company -www.jeltrade.com

Your Board of Directors has also approved the Code for Fair Disclosure and the same canbe accessed through the following link: www.jeltrade.com

31.Corporate Social Responsibility

Provisions of the Corporate Social Responsibility as mentioned under the Companies Act2013 is not applicable on the Company.

32.Significant/material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

33. General

Your Board of Directors confirms that (a) Your Company has not issued equity shareswith differential rights as to dividend voting or otherwise; (b) Your Company does nothave any ESOP scheme for its employees/Directors; and (c) there is no scheme in yourCompany to finance any employee to purchase shares of your Company.

34. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directorsconfirm that:

a. in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2017 and ofthe profit and loss of the Company for the financial year ended 31st March2017;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

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

e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

35.Stock Exchange Listing

The Equity Shares of the Company are listed on BSE Limited. The Listing Fees for thefinancial year 2016-17 has been paid.

36. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation forthe cooperation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the customers of the Company.

For and on Behalf of the Board

For Jyotirgamya Enterprises Limited

Sd/- Sd/-
Anju Chordia Ashok Kumar Chordia
Managing Director Director
Date: 10th August 2017 DIN: 02868480 DIN: 01511622
Place: New Delhi

ANNEXURE -1 TO THE BOARD'S REPORT

NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy is formulated in compliance with Section 178 ofthe Companies Act 2013 read along with the applicable rules thereto and Clause 49 of theListing Agreement as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors.

Definitions;

"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;

"Key Managerial Personnel" means:

i. Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;

ii. Chief Financial Officer;

iii. Company Secretary; and

iv. Such other officer as may be prescribed.

"Senior Managerial Personnel" mean the personnel of the company who aremembers of its core management team excluding Board of Directors comprising all members ofmanagement one level below the Executive Directors including the functional heads.

Objective:

The objective of the policy is to ensure that

> the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

> relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

> Remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

Role of the Committee:

The role of the NRC are inter alia includes the following:

> To formulate criteria for determining qualifications positive attributes andindependence of a Director.

> To formulate criteria for evaluation of Independent Directors and the Board.

> To identify persons who are qualified to become Directors and who may be appointedin Senior Management in accordance with the criteria laid down in this policy.

> To carry out evaluation of Director's performance.

> To recommend to the Board the appointment and removal of Directors and SeniorManagement.

> To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.

> To devise a policy on Board diversity composition size.

> Succession planning for replacing Key Executives and overseeing.

> To carry out any other function as is mandated by the Board from time to time and/ or enforced by any statutory notification amendment or modification as may beapplicable.

> To perform such other functions as may be necessary or appropriate for theperformance of its duties.

APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Company's Policy.

b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.

c) The Company shall not appoint or continue the employment of any person as WholetimeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.

TERM/TENURE

a) Managing Director/Whole-time Director;

The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.

No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.

At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.

EVALUATION

The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.

REMOVAL

The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1) Remuneration to Managing Director/Whole-time Directors:

a) The Remuneration/ Commission etc. to be paid to Managing Director / WholetimeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.

b) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.

2) Remuneration to Non- Executive / Independent Directors:

a) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.

b) All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.

c) An Independent Director shall not be eligible to get Stock Options and also shallnot be eligible to participate in any share based payment schemes of the Company.

d) Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:

i) The Services are rendered by such Director in his capacity as the professional; and

ii) In the opinion of the Committee the director possesses the requisite qualificationfor the practice of that profession.

e) The Compensation Committee of the Company constituted for the purpose ofadministering the Employee Stock Option/ Purchase Schemes shall determine the stockoptions and other share based payments to be made to Directors (other than IndependentDirectors).

3) Remuneration to Key Managerial Personnel and Senior Management:

a) The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act2013and in accordance with the Company's Policy.

b) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from totime.

c) The Incentive pay shall be decided based on the balance between performance of theCompany and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.

IMPLEMENTATION

> The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.

> Company shall disclose the remuneration policy and evaluation criteria in itsAnnual Report.

> The Committee may Delegate any of its powers to one or more of its members.

ANNEXURE - II TO THE BOARD S REPORT

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Section 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014

A. Conservation of energy
(i) The steps taken or impact on conservation of energy
(ii) The steps taken by the company for utilising alternate sources of energy N.A. (General measures for conservation of energy are pursued on an ongoing basis)
(iii) The capital investment on energy conservation equipments N.A.
B. Technology absorption
(i) The efforts made towards technology absorption No new Technology has been adopted during the year under review
(ii) The benefits derived like product

improvement cost reduction product development or import substitution

N.A.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) The details of technology imported N.A.
(b) The year of import N.A.
(c) Whether the technology been fully absorbed N.A.
(d) If not fully absorbed areas where absorption has not taken place and the reasons thereof N.A.
(iv) Expenditure on Research & Development N.A.
C. Foreign exchange earnings and Outgo
(a) Total Foreign Exchange Earnings in 2016-17 (Equivalent Rs.) Nil
(b) Total Foreign Exchange outgo in 2016-17 (Equivalent Rs.) Nil

ANNEXURE-III TO THE BOARD'S REPORT

INFORMATION REQUIRED UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

A. Ratio of remuneration of each Director to the median remuneration of all theemployees of Your Company for the financial year 2016-17 is as follows:

Name of the Director Total Remuneration (Rs.) Ratio of remuneration of director to the Median remuneration
Mrs. Anju Chordia (MD) Nil N.A.
Mr. Rajesh Nawalkha Nil N.A.
Mr. Ravindra Lodha Nil N.A.
Mr. Ashok Kumar Chord ia Nil N.A.

B. Details of percentage increase in the remuneration of each Director and CFO &Company Secretary in the financial year 2016-17 is as follows:

Name Designation

Remuneration* (Rs.)

Increase
2016-17 2015-16 %
Mrs. Anju Chordia Managing Director Nil Nil Nil
Mr. Rajesh Nawalkha Director Nil Nil Nil
Mr. Ravindra Lodha Director Nil Nil Nil
Mr. Ashok Kumar Chordia Director Nil Nil Nil
Mr. Deepak Kumar Sharma Chief Financial Officer 240000 240000 N.A.
Ms. Bharti Company Secretary 300000 300000 N.A.

C. Percentage increase in the median remuneration of all employees in the financialyear 2016-17:

2016-17 2015-16 Increase (%)
Median remuneration of all employees per annum 68500 68500 NIL

D. Number of permanent employees on the rolls of the Company as on 31stMarch 2017:

SN Category Number of Employee
1 Executive Manager Cadre 3
2 Staff 2
3 Other lower level employees 0
Total 5

E. Explanation on the relationship between average increase in remuneration and CompanyPerformance:

The increase in average remuneration of all employees in the financial year 2016-17 ascompared to the financial year 2015-16 was 0%.

The key indices of Company's performance are:

2016-17 2015-16 Growth (%)
Total Revenue 7116520 1442824 393.24
Profit Before Tax (463912) (1381608) N.A
Profit after Tax (418180) (1287470) N.A

Your Company is committed in ensuring fair pay and a healthy work environment for allits employees. Your Company offers competitive compensation to its employees.

F. Comparison of the remuneration of the Key Managerial Personnel against theperformance of Your Company:

The remuneration of Key Managerial Personnel increased by N.A. in 2016-17 compared to2015-16 whereas the Profit before Tax increased by 66.42% in 2016-17 compared to 2015-16.

G. Details of Share price and market capitalization:

The details of variation in the market capitalization and price earnings ratio as atthe closing date of the current and previous financial years are as follows:

As on 31st March 2017 As on 31st March 2016 Increase/ (decrease) in %
Price Earnings Ratio N.A N.A N.A.
Market Capitalisation (Amount in Rs. Cr)* N.A N.A N.A.
Nelworth (Amount in Rs. Cr)* 3.12 3.17 (1.58)

Comparison of share price at the time of first public offer and market price of theshare of 31st March 2017: Not Applicable; there is no public issue made by theCompany in the last more than 10 years.

H. Comparison of average percentage increase in salary of employees other than the keymanagerial personnel and the percentage increase in the key managerial remuneration:

2016-17 2015-16 Increase (%)
Average salary of all 68500 68500 Nil
Employees (other than Key
Managerial Personnel)
Salary of MD & CEO Nil Nil N.A.
Salary of CFO&CS* 540000 540000 N.A.

The increase in remuneration of employees other than the managerial personnel is inline with the increase in remuneration of managerial personnel.

I. Key parameters for the variable component of remuneration paid to the Directors:

There is no variable component of remuneration payable to any director of your Company.

J. Details of employees who is in here are no employees of the Company who receiveremuneration in excess of the highest paid Director of the Company: There is no executivedirector other than the managing director of the Company. The Managing Director of theCompany is not drawing any remuneration from the Company.

K. Affirmation:

Pursuant to Rule 5(l)(xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.

L. Statement containing the particulars of employees in accordance with Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

List of employees of the Company employed throughout the financial year 2016-17 andwere paid remuneration not less than Rs. 102 lakhs per annum: Nil

Employees employed for the part of the year and were paid remuneration during thefinancial year 2016-17 at a rate which in aggregate was not less than Rs. 8.50 lakhs permonth: Nil

ANNEXURE-IV TO THE BOARD'S REPORT

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies

(Accounts) Rules 2014

Form for Disclosure of particulars of contracts/ arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arms length transaction under third proviso thereto

1. Details of contracts or arrangements or transactions not at Arm's length basis.

s. No. Particulars Details
1 Name (s) of the related party & nature of relationship
2 Nature of eontracts/ arrangements/ transaction
3 Duration of the contracts/ arrangements/ transaction
4 Salient terms of the contracts or arrangements or transaction including the value if any
5 Justification for entering into such contracts or arrangements or transactions' N.A.
6 Date of approval by the Board
7 Amount paid as advances if any
8 Date on which the special resolution was passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm's length basis

S. No Particulars Details
1 Name (s) of the related party & nature of relationship
2 Nature of contracts/ arrangements/ transaction
3 Duration of the contracts arrangements/ transaction
4 Salient terms of the contracts or arrangements or transaction including the value if any N.A.
5 Date of approval by the Board
6 Amount paid as advances if any

 

For Jyotirgamya Enterprises Limited

Sd/- Sd/-
Anju Chordia Ashok Kumar Chordia
Date: 10-08-2017 (Managing Director) (Director)
Place: New Delhi DIN-02868480 DIN-01511622