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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 14th AnnualReport of the Company together with Audited Accounts for the year ended 31stMarch 2019.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year ended31st March 2019 as compared to the previous financial year are as under:-

(In Rs.)

Particulars 2018-19 2017-18
Total Revenue 18903724 14837605
(Less):Total Expenditure (20372748) (14740180)
Profit/Loss before Exceptional & Extraordinary Items (1469024) 97425
Add/(Less): Exceptional Items - -
Add/(Less): Extraordinary Items (Loss on Sale of Fixed Assets) - -
Profit/ Loss Before Tax (1469024) 97425
(Less): Provision for Current Tax - (25750)
(Less): Tax expenses relating to prior years (3670) (7430)
(Less)/Add: Deferred Tax Liability (Assets) 31032 4345
Net Profit/Loss after Tax (1441662) 68590
(Less): Transfer to Statutory Reserve - -
Add/(Less): Brought forward from previous year 205964 137374
Balance carried to Balance Sheet (1235698) 205964

2. Financial Performance

(a) Annual Financial Results

The total income of the Company during the Financial Year 2018-19 was Rs. 18903724/-as compared to Rs. 14837605/- for the previous financial year. The total expenses forthe year increased to Rs. 20372748/- as compared to Rs. 14740180/- 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

Due to loss 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 loss 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.

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 2019 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 eight (8) times during the Financial Yearunder review i.e. on: 30/05/2018 11/07/2018 02/08/2018 11/09/2018 18/09/201804/10/2018 14/11/2018 and 13/02/2019.

Sl. No. Name of Directors Category of Directors No. of Board Meetings entitled to Attended No. of Board Meetings Attended
1. Kishan Kumar Jajodia Managing Director 8 8
2. Prakash Kumar Jajodia Non-Executive-Non Independent 8 8
3. Somnath Gupta* Non-Executive Independent 1 1
4. Soumen Sen Gupta Non-Executive Independent 8 8
5. Balushri Gupta* Non-Executive Independent 5 5
6. Swati Jain** Non-Executive Independent 3 3

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

*Further Mr. Somnath Gupta (DIN: 02238654) and Mrs. Balushree Gupta have resigned fromthe office of Director with effect from 11th July 2018 and 28thSeptember 2018 respectively.

**Further Ms. Swati Jain (DIN: 07768490) has been appointed as an Additional Directorof the Company in Non-Executive Independent category with effect from 4thOctober 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 on25/03/2019.

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 two non-executive Independent Directorand one non-executive non independent Director as on 31st March 2019. TheCommittee is chaired by a non-executive independent Director Mr. Soumen Sen Gupta (DIN-02290919).

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 entiltled to Attended No. of Committee Meetings Attended
1. Soumen Sen Gupta Non-Executive Independent- Chairperson 4 4
2. Swati Jain*** Non-Executive Independent 2 2
3. Prakash Kumar Jajodia Non-Executive-Non Independent 4 4
4. Somnath Gupta* Non-Executive-Non Independent 1 1
5. Balushree Gupta** Non-Executive-Non Independent 2 2

*Mr. Somnath Gupta Chairman of the Committee has resigned from the Company w.e.f 11thJuly 2018 consequently ceases to be member of the committee. Therefore Mr. Soumen SenGupta was appointed as the Chairman of the Committee.

Further Ms. Balushree Gupta has resigned from the Company w.e.f 28thSeptember 2018 consequently ceases to be member of the committee.

***Further Ms. Swati Jain has been appointed as an Additional Director and committeemember w.e.f 4th October 2018

Further the Board of Directors has accepted all the recommendations of the AuditCommittee in the Financial Year 2018-19.

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 2019.

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

During the Financial Year under review the Committee met one (1) times i.e. on:04/10/2018 all such meetings were held in accordance with the provisions of the Act andthe Listing Regulations.

Sl. No. Name of Directors Category of Directors No. of Committee Meetings entiltled to Attended No. of Committee Meetings Attended
1. Soumen Sen Gupta Non-Executive Independent- Chaiperson 1 1
2. Swati Jain** Non-Executive Independent 1 1
3. Prakash Kumar Jajodia Non-Executive-Non Independent 1 1
4. Balushree Gupta* Non-Executive-Non Independent - -
5. Somnath Gupta* Non-Executive-Non Independent - -

* Mr. Somnath Gupta & Mrs. Balushri Gupta resigned from the Company w.e.f.11THJuly 2018 and 28th September 2018 respectively consequently they ceased tobe the member of the committee. Therefore Mr. Soumen Sen Gupta was appointed as theChairperson of the Committee.

**Further Ms. Swati Jain has been appointed as an additional director and committeemember w.e.f 4th October 2018

13. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of two non-executive IndependentDirectors and two 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- Chairperson
2. Somnath Gupta* Non-Executive Independent
3. Kishan Kumar Jajodia Executive Non-Independent
4. Prakash Kumar Jajodia Non-Executive Non-Independent
5. Swati Jain** Non-Executive Independent

*Mr. Somnath Gupta Member of the Committee has resigned from the Company w.e.f. 11thJuly 2018.

**Further Ms. Swati Jain has been appointed as an Additional Director of the Companyand committee member w.e.f. 4th August 2018.

No meeting was held during the year under review.

14. Directorsf 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 2019 and of the loss 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f Appointment & Remuneration

The Company’s Nomination and Remuneration Policy contains inter-alia policy ondirectors’ appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 of the Act and the Listing Regulations.

SEBI vide notification dated 9th May 2018 has introduced the SEBI (ListingObligations and Disclosure Requirements) (Amendment) Regulations 2018 vide which it hasinteralia enhanced the role of the Nomination and Remuneration Committee with effect from1st April 2019. In terms of the said amendment the Nomination and Remuneration Committeewill be required to recommend to the Board all remuneration in whatever form payable tosenior management (Part D Para A(6) of Schedule II of the Listing Regulations). The saidamendment has revised the definition of senior management to also include: "chiefexecutive officer/managing director/ whole time director/manager (including chiefexecutive officer/ manager in case they are not part of the board) and shall specificallyinclude company secretary and chief financial officer".

Accordingly the Company’s Nomination and Remuneration Policy has been revised toincorporate the above amendment.

The Policy defines the basic principles and procedure of nomination and determinationof remuneration of all the Directors Key Managerial Personnel and the senior management.It is further intended to ensure that the Company is able to attract develop and retainhigh-performing Directors Key Managerial Personnel and other employees and that theirremuneration is aligned with the Company’s business strategies values and goals. Thepolicy is based on the following pillars:

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. Companies Act 2013 is required by the Company and accordingly such accounts andrecords are made and maintained.

17. Auditors & Auditorsf report

A. Statutory Auditors

M/s. Amita Associates (Firm’s Registration No. 323090E) Chartered Accountants ofFlat No. 1302 Tower 7 Anandpur Kolkata-700 107 was appointed as the Statutory Auditorsof the Company from the conclusion of the 13th Annual General Meeting till theconclusion of the 17th Annual General Meeting held on Tuesday the 25thday of September 2018.

Further M/s. Amita Associates(Firm’s Registration No. 323090E) has furnished acertificate of eligibility in terms of section 139 readwith section 141 of the Act and therules framed thereunder.

B. Independent Auditorsf Report

The Self Explanatory Independent Auditors’ Report does not contain any adverseremarks or qualification.

C. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules madethereunder Mr. Amit Jajodia (C.P. No. 14303 Membership No. 37613) Company Secretary inwhole-time Practice was appointed for the issuance of the Secretarial Audit Report forthe Financial Year ended March 31 2019.

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:

a. In terms of Section 203 of the Act read with the Rules made thereunder the Companyis required to appoint a whole-time Company Secretary. The Company Secretary of theCompany resigned on 30th Day of June 2016 and thereafter the Company has notappointed any Company Secretary. The Management has informed that the Company is in theprocess of appointing a whole-time Company Secretary.

b. In terms of Rule 25A of The Companies (Incorporation) Rules 2014 every company isrequired to file e-form INC- 22A Active (Active Company Tagging Identities andVerification). Hence The Company has not filed said form.

Board of Directors’ Comment:-

a. 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.

b. After the appointment of Company Secretary e-form INC- 22A Active (Active CompanyTagging Identities and Verification) will be filed.

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. 2.9 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 is uploaded 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 2018-19 on a standalone basiswas Rs. 18903724/- as compared to Rs. 14837605/- for the previous financial year.The total expenses for the year increased to Rs. 20372748/- as compared to Rs.14740180/- 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 & outgo during the financialyear under review.

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-alia amongstothers review the system from time to time to ensure that Risk Management is robust andsatisfactory.

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’sperformance in accordance with Section 178(2) of the Act read with the Rules framed thereunder and Part D 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 25/03/2019pursuant to Clause VII of Schedule IV to the Act of the Listing Regulations fortransacting the following businesses as set forth 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:

There has been no change in the nature of business of the Company in the Financial Yearunder review.

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 with the 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. Soumen Sen Gupta (DIN: 02290919) was appointed as a non-retiring IndependentDirector of the Company for a term of five consecutive years commencing from theconclusion of 9th Annual General Meeting of the Company.

Further Ms. Swati Jain (DIN-07768490) was appointed as Additional Director in nonExecutive Independent category w.e.f. 4th October 2018. Accordingly she holdsoffice till the conclusion of the ensuing Annual General Meeting (AGM) where she isproposed to be appointed for a period of five years from the conclusion of the 14th AGM.The Board feels that her association with the Company would be of immense benefit to theCompany.

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 2019.

30. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and the Companyfs 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.

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 orspecific authorization;

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 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
Ms. Swati Jain** - No remuneration or sitting fees was paid
-Non-Executive Independent Director

*Mr. Somnath Gupta and Mrs. Balushri Gupta has resigned from the Company w.e.f. 11thJuly 2018 and 28th September 2018 respectively.

*Ms. Swati Jain (DIN-07768490) was appointed as an Additional Director in non ExecutiveIndependent category w.e.f. 4th October 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 Company Secretary % increase in remuneration in the Financial Year
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
Ms. Swati Jain -No remuneration or sitting fees was paid
-Non-Executive Independent Director
(Appointed w.e.f. 4th October2018)

*Mr. Somnath Gupta and Mrs. Balushri Gupta has resigned from the Company w.e.f. 11thJuly 2018 and 28th September 2018 respectively.

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

There has been no increase in the median remuneration of the employees in the FinancialYear.

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

As on 31st March 2019 there are 4 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 2018-19. 450000
Total Revenue 18903724
Remuneration of KMP’s as a percentage of Total Revenue 2.38%
Profit/(Loss) before tax (1469024)
Remuneration of KMP’s as a percentage of Profit/ (Loss) before Tax 30.63%
Profit/(Loss) after tax (1441662)
Remuneration of KMP’s as a percentage of Profit/Loss after Tax 31.21%

VII. 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.

VIII. 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 2018-19. 360000 90000
Total Revenue 18903724
Remuneration of KMP’s as a percentage of Total Revenue 1.90% 0.48%
Profit / (Loss)before tax (1469024)
Remuneration of KMP’s as a percentage of Profit before Tax 24.50% 6.13%
Profit /(Loss)after tax (1441662)
Remuneration of KMP’s as a percentage of Profit after Tax 24.97% 6.24%

IX. 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 evaluationas duly 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.

X. 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 directorfor the Financial Year under review.

XI. Affirmation that the remuneration is as per the remuneration policy of the company.

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.

XII. The disclosure pursuant to Rule 5(2) & 5 (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided herein below

Details of the top employee in terms of remuneration drawn:

Name of the Designation Remuneration Nature of Employment Qualification & Experience
Kishan Kumar Jajodia Managing Director 30000 Finance and Trading Graduate
Tanumay Laha CFO 7500 Accounts Graduate

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 tocome forward 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 via the weblink:. http://www.jaisukh.com/vigil-mechanism.html

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)

The Company has not declared any dividend in any of the previous years.

Further question of transferring the unclaimed dividend amounts to the InvestorEducation and Protection Fund (IEPF) does not arise.

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.033-2280/6692/93/94/2486 4011-6700 E-MailID: rta@cbmsl.com Fax-033-2287 0263 if shares are held in physical mode or with their DPif 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 andAdministration) 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. Ms. Swati Jain (DIN: 07768490) is the Presiding Officer to theCommittee.

In the event of any sexual harassment at workplace any woman employee of the Companymay lodge complaint to Ms. Swati Jain (DIN: 07768490) in writing or electronically throughe-mail at: jaisukh21@yahoo.com.

No complaint on sexual harassment was received during the Financial Year 2018-19. Thedetails are given below:-

Particulars No. of Complaints
Number of complaints filed during the financial year. Nil
Number of complaints disposed off during the financial year Nil
Number of cases pending as on end of the financial year Nil

38. Mandatory update of PAN and Bank details against shareholding and transfer ofshares compulsorily in Demat mode with effect from 1st April 2019.

SEBI has amended relevant provisions of the Listing Regulations to debar listedcompanies from accepting request for transfer of securities which are held in physicalform with effect from April 1 2019. The shareholders who continue to hold shares andother types of securities of listed companies in physical form even after this date willnot be able to lodge the shares with company / itfs RTA for further transfer. Theywill need to convert them to demat form compulsorily if they wish to effect any transfer.Only the requests for transmission and transposition of securities in physical form willbe accepted by the listed companies / their RTAs. All shareholders holding shares inphysical form have been duly notified of the same by Postal mode of communication and havebeen provided with the requisite form for furnishing PAN and Bank details. Further twosubsequent reminders thereof have also been sent to the shareholders.

39. Managementfs Discussion and Analysis

In accordance with the Listing Regulations the Management’s Discussion andAnalysis forms part of this Report.

40. Affirmation on Compliance of Secretarial Standards.

The Board hereby affirms that the Company has duly complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

41. General.

No disclosure or reporting is required in respect of the following items as there wereno transactions on these items during the year under review:

a. Policy on Corporate Social Responsibility (CSR) Initiatives.

The Company is not required to constitute a Corporate Social Responsibility Committeeor to undertake any CSR activities in terms of the provisions of Section 135 of the Actand accordingly the requisite disclosure requirement as is specified in Section 134(3)(o) of the Act is not applicable on the Company.

b. Details of shares as per Employees Stock Option Scheme/Sweat Equity shares / Equityshares with differential voting rights.

The Company has not issued any shares as per Employees Stock Option Scheme/Sweat Equityshares / Equity shares with differential voting rights.

42. 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 : 23.08.2019 For Jaisukh Dealers Ltd.
Soumen Sen Gupta
Chairman
DIN-02290919