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Jaisukh Dealers Ltd.

BSE: 780001 Sector: Others
NSE: N.A. ISIN Code: INE190P01019
BSE 05:30 | 01 Jan Jaisukh Dealers Ltd
NSE 05:30 | 01 Jan Jaisukh Dealers Ltd

Jaisukh Dealers Ltd. (JAISUKHDEALERS) - Director Report

Company director report

Dear Members

The Directors of the Company have pleasure in presenting the 13th AnnualReport of the Company together with Audited Accounts for the year ended 31stMarch 2018.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year ended31st March 2018 as compared to the previous financial year are as under:-

(In Rs.)
Particulars 2017-18 2016-17
Total Revenue 14837605 1674927
(Less):Total Expenditure (14740180) (2986613)
Profit/Loss before Exceptional & Extraordinary Items 97425 (1311686)
Add/(Less): Exceptional Items - -
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) - -
Profit/ Loss Before Tax 97425 (1311686)
(Less): Provision for Current Tax 25750 -
(Less): Tax expenses relating to prior years 7430 -
(Less)/Add: Deferred Tax Liability (Assets) (4345) 58795
Net Profit/Loss after Tax 68590 (1252891)
(Less): Transfer to Statutory Reserve - -
Add/(Less): Brought forward from previous year 137373 1390264
Balance carried to Balance Sheet 205963 137373

2. Financial Performance

(a) Annual Financial Results

The total income of the Company during the Financial Year 2017-18 was Rs. 14837605/-as compared to Rs. 1674927/- for the previous financial year. The total expenses for theyear increased to Rs. 14740180/- as compared to Rs. 2986613/- in previous year.

(b) Names of companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year

During the year under review the Company had neither subsidiaries nor associateCompanies.

The names of companies which have become its subsidiaries during the periodunder review.

There was no such instance during the Financial Year under review.

The names of companies which have ceased to be its subsidiaries during theperiod under review.

There was no such instance during the Financial Year under review.

3. Dividend

The Company has not declared any dividend during the year under review.

4. The amount proposed to be carried to reserves

The Company has not transferred any amount in the reserve. Further the profit for theyear has been carried in the Reserves & Surplus under the head Profit & Lossaccount.

5. Change in Share Capital

During the year under review there has been no change in the Authorised or Paid-upShare Capital.

The Authorised Share Capital of the Company stands at Rs. 187500000/- divided into18750000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of the Company is Rs.141415000/- divided into 14141500 Equity Shares of Rs. 10/- each.

6. Listing

The equity shares continue to be listed on the BSE-SME Institutional Trading Platformof the BSE Limited which has nation-wide terminals.

The securities of the Company placed in Stage VI of the Graded Surveillance Measure(GSM) stage vide BSE Ltd. notice no. 20170807-31 dated 7th August 2017 w.e.f.8th August 2017. Further vide its notice no. 20171011-47 dated 11thOctober 2017 the securities of the Company moved out of the GSM framework w.e.f. 17thOctober 2017 and was available for trading.

7. Corporate Governance Report

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as "the ListingRegulations") Corporate Governance Report is not applicable to the Company.

8. Extract of the Annual Return

The Extract of the Annual Return as on the financial year ended on 31stMarch 2018 in Form MGT-9 pursuant to section 92(3) of the Companies Act 2013(hereinafter referred to as the "Act") and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is annexed to the Directors' Report in Annexure-I.

9. Number of Meetings of the Board

The Board of Directors of the Company met seven (7) times during the Financial Yearunder review i.e. on: 29/05/2017 20/07/2017 31/07/2017 01/09/2017 14/11/201717/02/2018 & 26/03/2018.

Sl. No. Name of Directors Category of Directors No. of Board Meetings Attended
1. Prakash Kumar Jajodia Non-Executive-Non Independent 7
2. Kishan Kumar Jajodia Managing Director 7
3. Somnath Gupta* Non-Executive Independent 7
4. Soumen Sen Gupta Non-Executive Independent 7
5. Balushri Gupta Non-Executive Independent 7

Mr. Soumen Sen Gupta Non-Executive Independent Director is the Chairman of the Board.

*Further Mr. Somnath Gupta (DIN: 02238654) have resigned from the office of Directorwith effect from 11th July 2018.

Further one exclusive meeting of the Independent Directors pursuant to Schedule IV ofthe Companies Act 2013 and sub-regulation 3 of Regulation 25 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as the "Listing Regulation") was held on26/03/2018.

The Meetings were held in accordance with the provisions of the Act and the ListingRegulations and Secretarial Standards I issue by the Institute of Company Secretaries ofIndia.

10. Board Diversity Policy

The Company recognizes the importance and benefits of having the diverse Board toenhance quality of its performance. The board diversity policy sets out the approach todiversity on the board of directors of the Company. The Board Diversity Policy isavailable on our website www.jaisukh.com at the below mentioned link:

http://www.jaisukh.com/board-diversity-policy.html

11. Disclosure pursuant to Section 177(8) of the Companies Act 2013-Composition of theAudit Committee.

The Audit Committee of the Company comprises of three non-executive independentDirector and one non-executive non independent Director as on 31st March 2018.The Committee is chaired by a non-executive independent Director Mr. Somnath Gupta (DIN-02238654).

During the Financial Year under review the Committee met Four (4) times i.e. on:29/05/2017 31/07/2017 14/11/2017 & 17/02/2018 and all such meetings were held inaccordance with the provisions of the Act and the Listing Regulations.

Sl. No. Name of Directors Category of Directors No. of Committee Meetings Attended
1. Somnath Gupta* Non-Executive Independent- Chairman 4
2. Soumen Sen Gupta Non-Executive Independent 4
3. Balushri Gupta Non-Executive Independent 4
4. Prakash Kumar Jajodia Non-Executive-Non Independent 4

*Mr. Somnath Gupta Chairman of the Committee has resigned from the Company w.e.f 11thJuly 2018. Therefore Mr. Soumen Sen Gupta was appointed as the Chairman of theCommittee.

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2017-18.

12. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of two non-executiveindependent Directors and one non-executive non independent Director as on 31stMarch 2018.

The Committee is chaired by non-executive independent Director Somnath Gupta (DIN:02238654).

During the Financial Year under review the Committee met twice (2) times i.e. on:29/05/2017 and 31/07/2017 and all such meetings were held in accordance with theprovisions of the Act and the Listing Regulations.

Sl. No. Name of Directors Category of Directors No. of Committee Meetings Attended
1. Balushri Gupta Non-Executive Independent - Chairperson 2
2. Soumen Sen Gupta Non-Executive Independent 2
3. Prakash Kumar Jajodia Non-Executive-Non Independent 2
4. Somnath Gupta* Non-Executive Independent 2

*Mr. Somnath Gupta Chairman of the Committee has resigned from the Company w.e.f. 11thJuly 2018. Therefore Mrs. Balushri Gupta was appointed as the Chairperson of theCommittee.

13. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of two non-executive independentDirectors and one executive non-independent Director.

The Committee is chaired by non-executive independent Director Soumen Sen Gupta (DIN:02290919).

Sl. No. Name of Directors Category of Directors
1. Soumen Sen Gupta Non-Executive Independent- Chairman
2. Somnath Gupta Non-Executive Independent
3. Kishan Kumar Jajodia Executive Non-Independent
4. Prakash Kumar Jajodia Non-Executive Non-Independent

Further Mr. Somnath Gupta Member of the Committee has resigned from the Companyw.e.f. 11th July 2018. Therefore Mr. Prakash Kumar Jajodia was appointed asthe member of this committee. No meeting was held during the year under review.

14. Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Actthe Directors hereby confirm and state that:

a. In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with the proper explanation relating to material departures if any.

b. The Directors have selected such accounting policies and have applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on the Financial Yearended on 31st March 2018 and of the profit of the company for the year underreview.

c. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

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 theCompany and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

15. Declaration by the Independent Directors

Section 149(7) of the Act requires every Independent Director to give a declarationthat he/she meets the criteria of Independence at the first Board Meeting of everyfinancial year.

Accordingly the Company has taken on record the Statement of Declaration ofIndependence as submitted by all the Independent Directors.

16. Policy on Directors' Appointment & Remuneration

Pursuant to the provisions of Section 178(4) of the Act read with the Rules madethereunder and Listing Regulation the Nomination and Remuneration Committee hasformulated the criteria for determining qualifications positive attributes andindependence of a director and has further formulated a policy relating to theremuneration for Directors Key Managerial Personnel and other employees which has beenduly approved by the Board of Directors.

While formulating the Policy the Nomination and Remuneration Committee has assuredthat:

a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

b. The relationship of remuneration to performance is clear and meets appropriatebenchmarks; and

c. The remuneration to directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long-termperformance objectives appropriate to the working of the Company and its goals.

The Nomination and Remuneration Policy is available on the website of the Company athttp://www.jaisukh.com/nomination-&-remuneration-policy.html.

17. Auditors & Auditors' report

A. Statutory Auditors

The appointment of M/s Amita Associates (Firm's Registration No. 323090E) CharteredAccountants of Flat No. 1302 Tower 7 Anandpur Kolkata-700 107 as the StatutoryAuditors of the Company was made in the 10th Extra-Ordinary General Meetingheld on Wednesday the 21st day of March 2018 at 11.00 a.m. at the registeredoffice of the Company to fill the casual vacancy caused by the resignation of M/s BajoriaMayank & Associates Chartered Accountants (Firm's Registration No.-327336E) of 19R.N. Mukherjee Road Eastern Building 1st Floor Kolkata-700 001.

Further in terms of Section 139 of the Companies Act 2013 the Board after obtainingconsent recommends the appointment of M/s Amita Associates Chartered Accountants from theconclusion of the 13th AGM till the conclusion of 17th AGM.

M/s. Amita Associates has confirmed their eligibility to act as Statutory Auditor andthe necessary certificate pursuant to Section 139(1) of the Companies Act 2013 and theRules made thereunder has been received from them.

B. Independent Auditors' Report

The Self Explanatory Independent Auditors' Report does not contain any adverse remarksor qualification.

C. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder Mr. Abbas Vithorawala (C.P. No. 8827 Membership No. 23671) Company Secretaryin whole-time Practice was appointed for the issuance of the Secretarial Audit Report forthe Financial Year ended March 31 2018.

D. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors' Report in Annexure-II.The Report does not contain any adverse remark except to the extent as mentionedherein below:

1. In terms of Section 203 of the Act read with the Rules made thereunderthe Company is required to appoint a whole-time Company Secretary. The Company Secretaryof the Company resigned on 30th Day of June 2016 and thereafter the Companyhas not appointed any Company Secretary. The Management has informed that the Company isin the process of appointing a whole-time Company Secretary.

2. The securities of the Company was moved to Graded Surveillance Measures(GSM) Stage VI with effect from August 8 2017 vide Securities and Exchange Boardof India (SEBI) notice dated August 7 2017. Further the SEBI has moved the securities ofthe Company out of the GSM framework after taking into account the various representationsmade by the Company vide its notice dated October 11 2017 effectively from October 122017.

Board of Directors' Comment:-

1. The Company is in the process to fill the vacancy of the Company Secretary but havenot received any positive or suitable response for the same.

2. The Company has made requisite representations to the exchange under the GradedSurveillance Measures (GSM) and appealed before the Securities AppellateTribunal for revocation of Suspension.

18. Particulars of Loans guarantees or investments under section 186.

Details of Loans and Advances and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes No. 10 to the Financial Statements.

19. Particulars of contracts or arrangements with related parties referred to insubsection (1) of section 188 in the prescribed form.

All related party transactions contracts or arrangements that were entered intoduring the financial year under review were on an arms-length basis and in the ordinarycourse of business.

The Company has adhered to its "Policy on Related Party Transactions andMateriality of Related Party Transactions" while pursuing all Related Partytransactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.

Further during the year the Company had not entered into any contract/ arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.

20. State of Company Affairs & Future Outlook

The total income of the Company during the Financial Year 2017-18 on a standalone basiswas Rs. 14837605/- as compared to Rs. 1674927/- for the previous financial year. Thetotal expenses for the year increased to Rs. 14740180/- as compared to Rs. 2986613/-in previous year.

21. Material Changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of this Directors' Report.

22. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules 2014 regardingConservation of Energy Technology Absorption Foreign Exchange Earnings And Outgo.

a. Conservation of Energy:

The Company has no activity relating to conservation of energy.

b. Technology Absorption:

In terms of Section 134 (3) (m) of the Companies Act 2013 read with the Rules madethere under the Company has no activity relating to Technology Absorption. Further theCompany has not entered into any technology transfer agreement.

c. Foreign Exchange Earnings and Outgo:

The Company does not have Foreign Exchange Earnings. The outgo during the financialyear under review is Rs. 813337/-

Therefore the Company is not required to make any disclosure as specified in Section134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014.

23. Risk Management Policy

In compliance with Section 134(3)(n) of the Act and pursuant to applicable regulationsof SEBI (Listing Obligations and Disclosure Requirements) 2015 the Company has formulateda Risk Management Policy which provides for the identification therein of elements ofrisk which in the opinion of the Board may threaten the existence of the Company.

Pursuant to Schedule IV(II)(4) of the Act the Independent Directors inter-aliaamongst others review the system from time to time to ensure that Risk Management isrobust and satisfactory.

Further in terms of Regulation 17(9)(b) of Listing Regulations the Board of Directorsis responsible for framing implementing and monitoring the Risk Management Plan of theCompany and has have delegated the power of monitoring and reviewing of the riskmanagement plan to the Risk Management Committee.

The Risk Management Committee is responsible for laying down procedures to inform Boardmembers about the risk assessment and minimization procedures. This is described morefullyin the Corporate Governance Report.

24. Policy on Corporate Social Responsibility (CSR) Initiatives

Pursuant to provisions of Section 135 of the Act the Company is not required toconstitute a Corporate Social Responsibility Committee or to undertake any CSR activities.

Therefore the Company is not required to make any disclosure as specified in Section134(3) (o) of the Act.

25. Manner of formal annual evaluation by the Board of its own performance and that ofits committees and individual directors.

Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies(Accounts) Rules 2014 other applicable provisions of the Act and various applicableclauses of the Listing Regulations the disclosure regarding the manner of formal annualevaluation by the Board of its own performance and that of its various committees andindividual directors is provided hereto:

A. Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations the Nomination andRemuneration Committee has formulated the criteria for evaluation of the performance ofthe Independent Directors and the Board. The Nomination and Remuneration Committee alsoidentifies persons qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommends to the Board theirappointment and removal and carries out the evaluation of every director's performance inaccordance with Section 178(2) of the Act read with the Rules framed there under and PartD of Schedule II of the Listing Regulations.

The Board shall monitor & review the Board Evaluation Framework and evaluate theperformance of all the Board Committees.

Further the Nomination & Remuneration Committee has formulated criteria fordetermining qualifications positive attributes and independence of a director andrecommended to the Board a policy relating to the remuneration of the directors keymanagerial personnel and other employees.

Further the Nomination and Remuneration Committee has also devised a Policy on BoardDiversity in accordance with Regulation 19(4) of the Listing Regulations.

B. Performance Evaluation of the individual directors

Pursuant to section 178(2) of the Act the Nomination and Remuneration Committee of theCompany carries out the performance evaluation of the individual directors.

C. Board of Directors

A separate meeting of the Independent Directors of the Company was held on 26/03/2018pursuant to Clause VII of Schedule IV to the Act of the Listing Regulations fortransacting the following businesses as setforth in the Agenda:

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company taking into account the viewsof the executive directors and non-executive directors.

3. Assessment of the quality quantity and timeliness of flow of information betweenthe company management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The same was perused in accordance with the Evaluation criteria determined by theNomination and Remuneration Committee.

The Independent Directors of the Company in fulfilling their role and functions asspecified in Clause II of Schedule IV to the Act help in bringing an objective view inthe evaluation of the performance of the Board and management.

The Independent Directors expressed satisfaction over the performance of all thenon-independent Directors and the Chairman.

D. Performance Evaluation of the Independent Directors

Pursuant to Clause VIII of Schedule IV to the Act and Regulation 19 of the ListingRegulations read with Part D of Schedule II thereto the performance evaluation of theIndependent Directors is perused by the entire Board of Directors excluding the directorbeing evaluated.

On the basis of the report of performance evaluation the extension of the term ofappointment or its continuance in respect of the independent directors is beingconsidered.

E. Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees based onthe Company's Performance Evaluation Policy.

26. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee the Board ofDirectors have adopted a Nomination and Remuneration Policy in terms of Section 178 of theAct read with Rules made thereunder and read with Part D of Schedule II of the ListingObligations as amended from time to time.

The Nomination and Remuneration Policy is available on the website of the Company athttp://www.jaisukh.com/nomination-&-remuneration-policy.html .

27. Change in the nature business:

The Company has diversify into plastic industry by manufacturing plastic films forpackaging and non-packaging purposes and trading of plastic granules apart from existingbusiness.

28. Directors & Key Managerial Personnel

A. Non-Executive & Executive Directors - Non-independent.

Mr. Kishan Kumar Jajodia (DIN-00674858) being Executive Non-Independent Director ofthe Company retires at the ensuing Annual General Meeting and being eligible offershimself for reappointment as the Director without any variation in the terms of hisappointment.

Mr. Prakash Kumar Jajodia (DIN-00633920) and Mr. Kishan Kumar Jajodia (DIN- 00674858)are related to each other.

B. Independent Directors.

Mr. Somnath Gupta (DIN - 02238654) and Mr. Soumen Sen Gupta (DIN: 02290919) wereappointed as a non-retiring Independent Director of the Company for a term of fiveconsecutive years commencing from the conclusion of 9th Annual General Meetingof the Company.

Mr. Somnath Gupta has resigned from the Company with effect from 11th July2018.

Further Ms. Balushri Gupta (DIN-07313056) was appointed as a non-retiring IndependentDirector of the Company to hold office office till the conclusion of 14th AGMi.e. for the tenure of 5 years or till such earlier date to conform with the policy onretirement and as may be determined by any applicable statutes rules regulations orguidelines.

C. Chief Financial Officer.

Mr. Tanumay Laha is the Chief Financial Officer of the Company.

D. Company Secretary.

The Company has not appointed Company Secretary.

29. Details relating to deposits covered under Chapter V of the Act:

The Company has neither accepted any deposits during the financial year under reviewnor has any outstanding deposits as on March 31 2018.

30. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations:

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and the Company's future operations except tothe extent that the Securities and Exchange Board of India (SEBI) passed an order datedOctober 12 2017 for conducting Forensic Audit of the Company and reverting the status ofthe Company out of GSM framework.

31. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The Audit Committee of the Company ensures that there is a direct relationship betweenthe Company's objectives and the internal financial controls it implements to providereasonable assurance about their achievement.

In this connection the Audit Committee in coordination with the Internal AuditDepartment periodically reviews the following:

a. Transactions are executed in accordance with the management's general or specificauthorization;

b. All transactions are promptly recorded in the correct amount in the appropriateaccounts and in the accounting period in which they are executed so as to permitpreparation of financial information within a framework of recognized accounting policiesand practices and relevant statutory requirements if any

c. Accountability of assets is adequately maintained and assets are safeguarded fromunauthorized access use or disposition

There is a proper allocation of functional responsibilities within the Company and itis ensured that the quality of personnel commensurate with their responsibilities andduties. Further proper accounting and operating procedures are followed to confirm theaccuracy and reliability of accounting data efficiency in operation and safety of theassets. The regular review of work of one individual by another minimizes the possibilityof fraud or error in the absence of collusion.

32. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 :

The Company has no employee whose remuneration exceeds the limit prescribed underSection 197 of the Act read with Rule 5(2) of The Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

The disclosure pursuant to Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided herein below:

In computing the various parameters Gross Salary has been considered. Gross Salary ofthe employees primarily encompasses Salary allowances and perquisites.

I. Ratio of Remuneration of each director to the median remuneration of the employeesof the company for the financial year.

Directors Ratio of Remuneration to Median Remuneration
Mr. Kishan Kumar Jajodia 7.5
- Managing Director
Mr. Prakash Kumar Jajodia - No remuneration or sitting fees was paid
-Non-Executive Non-Independent Director
Mr. Soumen Sen Gupta - No remuneration or sitting fees was paid
-Non Executive Independent Director
Mr. Somnath Gupta* - No remuneration or sitting fees was paid
- Non Executive Independent Director
Mrs. Balushri Gupta - No remuneration or sitting fees was paid
-Non-Executive Independent Director

*resigned from the Company w.e.f. 11th July 2018

II. The percentage increase in the remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear.

Directors Chief Executive Officer Chief Financial Officer and % increase in remuneration in the Financial Year
Company Secretary
Mr. Kishan Kumar Jajodia - No increase in remuneration.*
- Managing Director
Mr. Prakash Kumar Jajodia -No remuneration or sitting fees was paid
-Non-Executive Non-Independent Director
Mr. Soumen Sen Gupta -No remuneration or sitting fees was paid
-Non Executive Independent Director
Mr. Somnath Gupta* -No remuneration or sitting fees was paid
- Non Executive Independent Director
Mrs. Balushri Gupta -No remuneration or sitting fees was paid
-Non-Executive Independent Director
Mr. Tanumay Laha- - No increase in remuneration.
Chief Financial Officer
*resigned from the Company w.e.f. 11th July 2018
* Last increase in remuneration was effective from October 1 2017

III. The percentage increase in the median remuneration of the employees in thefinancial year.

There has been 100% increase in the median remuneration of the employees in theFinancial Year.

IV. The number of permanent employees on the rolls of the company.

As on 31st March 2018 there are 8 employees on the rolls of the Company.

V. The explanation on the relationship between average increase in remuneration andcompany performance.

In order to ensure that remuneration reflects Company performance the performance payis also linked to organization performance apart from an individual's performance.

VI. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company.

Comparitive Parameter Amount (in Rs.)
Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2017-18. 450000
Total Revenue 14837605
Remuneration of KMP's as a percentage of Total Revenue 3.03%
Profit/(Loss) before tax 97425
Remuneration of KMP's as a percentage of Profit/ (Loss) before Tax 461.89%
Profit/(Loss) after tax 68590
Remuneration of KMP's as a percentage of Profit/Loss after Tax 656.07%

VII. VARIATIONS IN :

A. The market capitalisation of the Company price earnings ratio as at the closingdate of the current financial year and previous financial year.

Particulars 31st March 2018 31st March 2017
Market Capitalisation Rs. 4595987500 Rs. 4595987500
The last traded price available is as on 31st March 2017. Hence market capitalization is calculated on the basis of last traded price available.
Price Earnings Ratio 677.08 (3611.11)

B. Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the Company came out with the last publicoffer.

Particulars 31st March 2018 IPO % Change
Market Price Rs. 325/- The Company has not made any Public Issue or Rights issue of securities in the last 10 years so comparison have not been made of current share price with public offer price. 0.00

VIII. A. Average percentile increase already made in the salaries of employees otherthan the managerial personnel in the last financial year.

There were no exceptional circumstances or increase for managerial personnel in thelast financial year. The percentile increase process and policy was same for themanagerial personnel and all the other employees.

IX. Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company.

(In Rs.)
Comparative Parameter Kishan Kumar Jajodia - Managing Director Tanumay Laha - CFO
Remuneration of the Key Managerial Personnel (KMP) in the Financial Year 2016-17. 360000 90000
Total Revenue 14837605
Remuneration of KMP's as a percentage of Total Revenue 2.43% 0.61%
Profit / (Loss)before tax 97425
Remuneration of KMP's as a percentage of Profit before Tax 369.52% 92.38%
Profit /(Loss)after tax 68590
Remuneration of KMP's as a percentage of Profit after Tax 524.86% 131.21%

X. The key parameters for any variable component of remuneration availed by thedirectors.

The Variable Components of Remuneration broadly comprises of - Performance basedpromotion and bonus.

The same shall also depend upon various factors including: their grade industry benchmark overall business performance.

Further in determining the director's remuneration their performance evaluation asduly carried out by the Board and/or Independent Directors shall also be given dueweightage.

Any annual increase in the remuneration of the Directors Key Managerial Personnel andSenior Management Personnel shall be at the sole discretion of the Board based on therecommendation of the Nomination and Remuneration Committee and subject to such statutoryapprovals if any.

XI. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year.

None of the employees' remuneration is more than that of the highest paid director forthe Financial Year under review.

XII. Affirmation that the remuneration is as per the remuneration policy of thecompany.

The Board of Directors hereby affirms that the remuneration paid to all directors KeyManagerial Personnel is in accordance with the Nomination and Remuneration Policy of theCompany.

33. Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism/Whistle Blower Policy of the Company is aimed to provide avigilance mechanism for the directors and employees of the Company to raise concern of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and reports etc. The purpose of this Policy is to encourage theCompany's directors and employees who have concerns about suspected misconduct to comeforward and express these concerns without fear of punishment or unfair treatment.

No personnel have been denied access to the Audit Committee. There were no instances ofreporting under the Whistle Blower Policy.

The detail of the Vigil Mechanism/Whistle Blower Policy is disclosed on the website ofthe Company.

34. Insider Trading

The Company has put in place a Code of Conduct for Prevention of Insider Trading basedon SEBI (Prohibition of Insider Trading) Regulations 2015:

a. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation.

b. Code of Conduct to Regulate Monitor and Report Trading.

The aforesaid Codes have been disclosed on the website of the Company.

35. Transfer of amount to Investor Education and Protection Fund (IEPF)

There is no amount pending for transfer to the Investor Education and Protection Fundin accordance to the provisions of Section 125 of the Companies Act 2013 and 205A(5) and205C of the erstwhile Companies Act 1956.

36. Green Initiative

To support the ‘Green Initiative' in the Corporate Governance taken by theMinistry of Corporate Affairs to contribute towards greener environment and to receiveall documents notices including Annual Reports and other communications of the Companyinvestors should register their e-mail addresses with CB Managements Services Pvt. Ltd.P-22 Bondel Road Kolkata-700 019 Phone No.033-2280/6692/93/94/24864011-6700/6711/6717/6723 E-Mail ID: rta@cbmsl.com Fax-033-40116739 if shares are held inphysical mode or with their DP if the holding is in electronic mode.

Electronic Copies of the Annual Report and Notice of the Annual General Meeting aresent to all members whose e-mail addresses are registered with the Company/DepositoryParticipant(s).For members who have not registered their email address physical copies ofthe Annual Report and Notice of the Annual General Meeting are sent in the permitted mode.Members requiring physical copies can send their request to Mr. Kishan Kumar JajodiaManaging Director (DIN: 00674858) cum Compliance Officer of the Company.

The Company is providing remote e-voting facility to all the members to enable them tocast their votes electronically on all the resolutions set forth in the Notice pursuant toSection 108 of the Act read with Rule 20 of the Company's (Management and Administration)Rules 2014 and the applicable provision(s) of the Listing Regulations.

37. Compliance to the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 read with the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Rules 2013.

The Company is committed to the protection of women against sexual harassment. Therights to work with dignity are universally recognised human rights by internationalconventions and instruments such as Convention on the Elimination of all Forms ofDiscrimination against Women.

In adherence to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 read with the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Rules 2013 the Company hasconstituted an Internal Complaints Committee to look into the matters relating to sexualharassment at workplace. Mrs. Balushri Gupta (DIN: 07313056) is the Presiding Officer tothe Committee.

In the event of any sexual harassment at workplace any woman employee of the Companymay lodge complaint to Mrs. Balushri Gupta (DIN: 07313056) in writing or electronicallythrough e-mail at: jaisukh21@yahoo.com.

The Directors of the Company state that during the year under review there were nocases filed in terms of the aforesaid act.

38. Mandatory update of PAN and Bank details against shareholding and transfer ofshares compulsorily in Demat mode

SEBI has issued circular SEBI/HO/MIRSD/DOP1/CIR/ P/2018/73 dated 20th April2018 whereby shareholders whose ledger folios do not have details or have incompletedetails with respect to PAN and Bank Account particulars are mandatorily required tofurnish these details to the Issuer Company/Registrar and Share Transfer Agent (RTA) forregistration in the folio. Further as per amended Regulation 40(1) of the ListingRegulations amended vide SEBI Notification No. SEBI/LAD- NRO/GN/2018/24 dated June 82018 effective from December 5 2018; securities of the listed companies can betransferred (except in case of transmission or transposition) only in the dematerializedform. All shareholders holding shares in physical form have been duly notified of the sameby Postal mode of communication and have been provided with the requisite form forfurnishing PAN and Bank details.

39. Management's Discussion and Analysis

In accordance with the Listing Regulations the Management's Discussion and Analysisforms part of this Report.

40. Acknowledgement

Your Directors wish to place on record their gratitude for the valuable guidance andsupport rendered by the Government of India various State Government departments Banksand stakeholders including but not limited to shareholders customers and suppliersamong others. We place on record our appreciation of the contribution made by ouremployees at all levels.

The Directors take this opportunity to place on record their deep sense of appreciationfor the total commitment dedication and hard work put in by the employees of the Company.Lastly your directors are deeply grateful for the continuous confidence and faith shownby the members of the Company.

Place : Kolkata On Behalf of the Board of Directors
Dated : 02.08.2018 For Jaisukh Dealers Ltd.
Soumen Sen Gupta
Chairman
DIN-02290919