jaisukh dealers ltd share price Directors report


Dear Members,

The Directors of the Company have pleasure in presenting the 17*h Annual Report of the Company together with Audited Accounts for the year ended 31* March, 2022.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year ended 31st March, 2022 as compared to the previous financial year are as under-

(In RsJ

Particulars 2021-22 2020-21
Total Revenue 28,92,438 23 1,66,51,089.41
(Less) Total Expenditure (43,71,558.20) (1,77,79,123.87)
Profit/Loss before Exceptional & Extraordinary Items (14,79.119.97) (11,28.034.46)
Profit/ Loss Before Tax (14,79,119 97) (11.28.034.46)
(Less): Provision for Current Tax - -
(Less): Tax expenses relating to prior years - -
(Less)/Add Deferred Tax Liability (Assets) 1.69.111.83 2,01,341.01
Net Profit/Loss after Tax (13,10,008.14) (9,26,693.45)
Add/(Less): Brought forward from previous year (2.38,22,060 60) (2,28.95,367.15)
Balance carried to Balance Sheet (2,51,32,068.73) (2,38,22,060.60)

2. Financial Performance

(a) Annual Financial Results

The total income of the Company during the Financial Year 2021-22 was Rs. 26,92.438.23/- as compared to Rs. 1,66,51,089.41/- for the previous financial year. The total expenses for the year under review is Rs, 43,71,558,20 /- as compared to Rs. 17,79,123.87/- in previous year.

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

During the year under review, the Company did not have any subsidiary or associate Companies nor is associated with any joint ventures. Therefore, the disclosure pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for the Company.

> The names of companies which have become its subsidiaries during the period under review.

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

> The names of companies which have ceased to be its subsidiaries during the period 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 the year has been carried in the Reserves & Surplus under the head Profit & Loss account.

5. Change in Share Capital

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

The Authorised Share Capital of the Company stands at Rs, 18,75,00,000/- divided into 1,87,50,000 Equity Shares of Rs. 10 each. The Paid-up Share Capital of the Company is Rs. 14,14,15,000/- divided into 1,41,41,500 Equity Shares of Rs. 10/- each.

6. Listing

The equity shares continue to be listed on the BSE-SME Institutional Trading Platform of the BSE Limited which has nation-wide terminals. The Company has not paid the Listing Fees.

7. Corporate Governance Report

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

8.Annual Return

In accordance with the Companies Act, 2013 ("the Act"), the Annual Return in the prescribed format is uploaded on the website of the Company and can be viewed via the link: www.iaisukh.com

9. Number of Meetings of the Board

The Board of Directors of the Company met 8 (Eight) times during the Financial Year under review, Is. on: 29/06/2021, 14/08/2021. 01/09/2021, 25/10/2021, 10/11/2021, 30/11/2021, 17/12/2021 and 10/03/2022,

SI, Name of Directors No. Category of Directors No. of Board Meetings entitled to Attended No. of Board Meetings Attended - - -
1. Kishan Kumar Jajodia Managing Director 8 (Eight) _ 8 (Eight)
2. Prakash Kumar Jajodia Non-Executive-Non Independent- 8 (Eight) 6 (Eight)
3 TarunLaha Non-Executive-Independent (Chairperson) 8 (Eight) 8 (Eight)
4. Nagina Kharwar (appointed w.e.f.14.08.2021) Non-Executive Non Independent 6 (Six) 6 (Six)

Further, one exclusive meeting of the Independent Directors pursuant to Schedule IV of the Companies Act, 2013 and sub-regulation 3 of Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulation") was held on 12/02/2021.

The Meetings were held in accordance with the provisions of the Act and the Listing Regulations and Secretarial Standards -1 issue by the Institute of Company Secretaries of India.

10. Board Diversity Policy

The Company recognizes the importance and benefits of having the diverse Board to enhance quality of its performance. The board diversity policy sets out the approach to diversity on the board of directors of the Company. The Board Diversity Policy is available on our website www.iaisukh.com at the below mentioned link:

htto //www.iaisukh.com/board-diversitv-policv html

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

The Audit Committee of the Company comprises of one non-executive Independent Director (Mr Tarun Laha, having DIN. 07477757), one non-executive non independent Director (Mr. Prakash Kumar Jajodia, having DIN-00633920) and one Executive Non Independent Director (Mr. Kishan Kumar Jajodia, having DIN-00674858) as on 31stMarch, 2022. The Committee is chaired by a non-executive independent Director, Mr. Tarun Laha (DIN- 07477757).

During the Financial Year under review, the Committee met 6 (Six) times i.e. on: 27/05/2021, 29/06/2021, 01/09/2021, 10/11/2021, 17/12/2021, and 10/03/2022. All such meetings were held in accordance with the provisions of the Act and the Listing Regulations.

SI. Name of Directors No. Category of Directors No. of Committee Meetings entitled to Attended No. of Committee Meetings Attended
1. Prakash Kumar Jajodia Non-Executive-Non Independent-Chairperson 6 Six 6 Six
2. Tarun Laha Non-Executive Independent-Chairperson 6 Six 6 Six
3. Kishan Kumar Jajodia Executive-Non Independent 6 Six 6 Six

Further Mr. Kishan Kumar Jajodia (DIN-00674858) has been appointed as a member of the committee w.e f 12th February, 2021.

Further, the Board of Directors has accepted ail the recommendations of the Audit Committee, if any, in the Financial Year 2021-22.

12. Composition of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises of one non-executive independent Director (Mr. Tarun Laha (DIN. 07477757)), one executive non independent Director (Mr. Kishan Kumar Jajodia (DIN-00674858)) and one non-executive non independent Director (Mr, Prakash Kumar Jajodia (DIN-00633920)) as on 31st March 2022.

During the Financial Year under review, the Committee met Two (2) times i.e. on: 14/08/2021, and 01/09/2021, all such meetings were held in accordance with the provisions of the Act and the Listing Regulations.

r SI. Name of Directors No. Category of Directors No. of Committee Meetings entitled to Attended , No. of Committee Meetings Attended
i. Prakash Kumar Jajodia Non-Executive-Non Independent 2 ~ 2 -U
2. Tarun Laha Non-Executive- Independent-Chairperson 2 2 J
3. Kishan Kumar Jajodia Executive-Non Independent 2 1

Mr, Tarun Laha (DIN: 07477757), has been appointed as a member and Chairperson of the committee w.e.f 21" October, 2020.

Further Mr. Kishan Kumar Jajodia (DIN-00674858) has been appointed as a member of the committee w.e.f 12th February, 2021.

13. Composition of the Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of one non-executive independent Director, one executive non independent Director and one non-executive non independent Director as on 31st March, 2022

During the Financial Year under review, the Committee met twice - i.e. on: 14/08/2021 and 01/09/2021, all such meetings were held in accordance with the provisions of the Act and the Listing Regulations.

SI. Name of Directors No. Category of Directors No. of Committee Meetings entitled to Attended No. of Committee Meetings Attended
1. Tarun Laha Non-Executive-Independent- Chairperson 2 2
2 Kishan Kumar Jajodia Executive Non-Independent 2 2
3. Prakash Kumar Jajodia Non-Executive Non-Independent 2 2

Mr. Tarun Laha (DIN: 07477757), has been appointed as an Additional Director of the Company and committee member w.e.f. 21st October, 2020.

14. Directors Responsibility Statement

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

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

b. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the Financial Year ended on 31*1 March, 2022 and of the loss of the company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and such internal financial controls are adequate and were operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of 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 declaration that he/she meets the criteria of Independence, at the first Board Meeting of every financial year.

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

16. Policy on Directors Appointment & Remuneration

The Companys Nomination and Remuneration Policy contains inter-alia, policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 of the Act and the Listing Regulations.

The Policy defines the basic principles and procedure of nomination and determination of 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 retain high-performing Directors, Key Managerial Personnel and other employees and that their remuneration is aligned with the Companys business strategies, values and goals

Pursuant to the proviso of sub-section (4) of Section 178 of the Companies Act, 2013. the aforesaid policy is available on the Companys website - httos://www iaisukh.corn/nomination-&- remuneration-policv html.

17. Auditors & Auditors report

A. Statutory Auditor

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed thereafter, M/s K. Bhutra & Co, Chartered Accountants, were re-appointed as Statutory Auditors of the Company and are to hold office until the conclusion of the 20" Annual General Meeting of the Company.

The Board has received the consent letter alongwith a certificate of eligibility in terms of section 139 readwith section 141 of the Act and the rules framed thereunder from M/s K. Bhutra & Co., Chartered Accountants (FRN : 330549E).

B. Independent Auditors Report

The Self Explanatory Independent Auditors Report does not contain any adverse remarks or qualification.

C. Secretarial Auditor

Mr. Abbas Vithorawala (CP. No. 8827, Membership No. 23671), Company Secretary in wholetime Practice, who was appointed pursuant to the provisions of Section 204 of the Act read with the Rules made thereunder to issue the Secretarial Audit Report for the Financial Year ended 31a March, 2021, has been further re-appointed to issue the Secretarial Audit Report for the Financial Year ended 3111 March, 2022.

D. Secretarial Audit Report

The Secretarial Audit Report is appended to the Directors Report in Annexure-ll The Report does not contain any adverse remark except to the extent as mentioned herein below:

1. In terms of section 203 of the Companies Act, 2013 read with the Rules made thereunder, is required to appoint a Whole Time Company Secretary. Company has not appointed the Company Secretary.

2, Every company incorporated on or before 31st December, 2017 shall file the particulars of the company and its registered office, in e-Form INC- 22A ACTIVE (Active Company Tagging Identities and Verification) with in presen bed time, as per

Companies (Incorporation) Amendment Rules, 2019- Hence, Company has not filed e-form Active with In prescribed time, therefore Company is marked as "Active - Non-CompHanf in the MCA Master data.

3. BSE Ltd. has imposed penalty for non compliance of Regulation 6(1) of the SEBI (LODR) Regulations, 2015 pertaining to appointment of Company Secretary. Further, the Company has not paid the fine and hence BSE Ltd. has frozen the promoters demat accounts.

4. As per Second proviso to sub-section (1) of Section 149 of the Companies Act, 2013 every listed company should appoint a women Director on its board, the Company has not appointed any Women director on its board

5. Securities Exchange Board of India vide its letter no. SEBI/HO/IVD/ID19/OW/2020/0000013593/1-7 dated 21/08/2020 had send the show cause notice to the Company under Section 11(1), 11(4), 11(4A), 11A, 11B(1) and 11B(2) read with Section 15A(a), 15HA and 15HB of Securities and Exchange Board of India (SEBI) Act, 1992 and Section 12A(1),(2) read with Section 23E and 23H of Securities Contracts (Regulations) Act, 1956 (SCRA, 1956). Further, the SEBI passed the Final Order bearing No.WTM/AB/IVD-ID19/12937/2021-22 dated 8* August, 2021.

6. Form ADT-1 regarding appointment of Statutory Auditor not filed.

7. Regulation 55A (1) of SEBI (Depositories and Participants) Regulations, 1996, requires every issuer to submit to the Stock Exchanges, audit report by a practicing company secretary or qualified chartered accountant on a quarterly basis, for the purposes of reconciliation of the total issued capital, the Company has not filed the report with the BSE Ltd. for the quarter 30.09.2021, 31.12.2021 and 31.03.2022.

8. As per Regulation 40 (10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has not filed certificate with the BSE Ltd. for the half year ended 30.09.2021 and 31.03.2022.

9. Mr. Tarun Laha appointed as additional director on 21.10.2020 Form DIR-12 for change in designation for regularization not filed with the MCA.

Board of Directors Comment:-

1. The Company is in the process to fill the vacancy of the Company Secretary but have not received any positive or suitable response for the same

2. After the appointment of Company Secretary, e-form INC- 22A Active (Active Company

Tagging Identities and Verification) will be filed

3. The Company will request the BSE Ltd. for waiving off the fines imposed

4. The Company has appointed the Woman Director on 14th August, 2021.

5. The Board will review the SEBI Order and discuss the next course of action

6. Inadvertently, the Form has not been filed, same will be filed.

7. The same was inadvertently not submitted. The same will be submitted at the earliest.

8. The seme was inadvertently not submitted. The same will be submitted at the earliest.

9. The same was inadvertently not submitted. The same will be submitted at the earliest.

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

Details of Loans and Advances and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

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

All related party transactions, contracts or arrangements that were entered into, during the financial year under review, were on an amns-length basis and in the ordinary course of business

The Company has adhered to its "Policy on Related Party Transactions and Materiality of Related Party Transactions" while pursuing all Related Party transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys 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 the policy of the Company on materiality of related party transactions.

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

No material changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors Report.

21. Disclosure in terms of Rule 8(3) of the Companies (Accounts) Rules, 2014 regarding Conservation 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 made there under, the Company has no activity relating to Technology Absorption. Further, the Company 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 financial year under review,

Therefore, the Company is not required to make any disclosure as specified in Section 134 (3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

22. Risk Management Policy

In compliance with Section 134(3)(n) of the Act and pursuant to applicable regulations of SEBI (Listing Obligations and Disclosure Requirements), 2015 the Company has formulated a Risk Management Policy which provides for the identification therein of elements of risk, 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 amongst others, review the system from time to time to ensure that Risk Management is robust and satisfactory

Further, in terms of Regulation 17{9)(b) of Listing Regulations, the Board of Directors is responsible for framing, implementing and monitoring the Risk Management Plan of the Company, and has have delegated the power of monitoring and reviewing of the risk management plan to the Risk Management Committee

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

23. Policy on Corporate Social Responsibility (CSR) Initiatives

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

Therefore, the Company is not required to make any disclosure as specified in Section 134(3) (o) of the Act.

24. Manner of formal annual evaluation by the Board of its own performance and that of its 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 applicable clauses of the Listing Regulations, the disclosure regarding the manner of formal annual evaluation by the Board of its own performance and that of its various committees and individual directors is provided hereto.

A. Evaluation Criteria

Pursuant to Part D of Schedule II of the Listing Regulations, the Nomination and Remuneration Committee has formulated the criteria for evaluation of the performance of the Independent Directors and the Board. The Nomination and Remuneration Committee also identifies persons qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommends to the Board their appointment and removal and carries out the evaluation of every directors performance in accordance with Section 178(2) of the Act read with the Rules framed there under and Part D of Schedule II of the Listing Regulations.

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

Further, the Nomination & Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

Further, the Nomination and Remuneration Committee has also devised a Policy on Board Diversity 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 the Company 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 10/03/2022, pursuant to Clause VII of Schedule IV to the Act of the Listing Regulations, for transacting 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 views of the executive directors and non-executive directors.

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

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

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

The Independent Directors expressed satisfaction over the performance of all the non- 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 Listing Regulations, read with Part D of Schedule II thereto the performance evaluation of the Independent Directors is perused by the entire Board of Directors, excluding the director oeing evaluated.

On the basis of the report of performance evaluation, the extension of the term of appointment or its continuance in respect of the independent directors is being considered

?. Performance Evaluation of the Committee

The Board of Directors evaluates the performance of all the Board Committees, based on the Companys Performance Evaluation Policy.

25. Nomination and Remuneration Policy

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have adopted a Nomination and Remuneration Policy in terms of Section 178 of the Act, read with Rules made thereunder and read with Part - D of Schedule II of the Listing Obligations, as amended from time to time.

The Nomination and Remuneration Policy is available on the website of the Company at http://www.jaisukhcom/nomination-&-remuneration-policv.html

26. Change In the nature business:

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

27. Directors & Key Managerial Personnel

A. Non-Executive & Executive Directors - Non-Independent

Mr. Kishan Kumar Jajodia (DIN.00674858) was re-appointed as Managing Director in the category of Executive Non-Independent Director of the Company for a term of three years w.e f.1* October, 2019 commencing from the conclusion of 14th Annua! General Meeting of the Company.

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

B. Independent Directors.

Mr. Tarun Laha (DIN-07477757) was appointed as Additional Director in non Executive Independent category w.e.f. 21* October. 2020. The Members at the 15th AGM held on 31* December. 2020, appointed him as a Director of the Company for a period of five years from the conclusion of the 15thAGM.

Ms Nagina Kharwar (DIN-09280504) has been appointed as an Additional Director (Non- Executive Independent Woman Director) w.e.f.14th August, 2021 Her tenure will come to an end at the conclusion of the ensuing Annual General Meeting. In terms of section 160 of the Companies Act, 2013, the Board of Directors, have recommended her appointment as an Independent Woman Director pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 for a term of five consecutive years with effect from the conclusion of the 16* AGM.

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.

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

The Company has neither accepted any deposits during the financial year under review, nor has any outstanding deposits as on March 31. 2022.

29. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations:

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations

30. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The Audit Committee of the Company ensures that there is a direct relationship between the Companys objectives and the internal financial controls it implements to provide reasonable assurance about their achievement

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

a. Transactions are executed in accordance with the managements general or specific authorization;

b All transactions are promptly recorded in the correct amount in the appropriate accounts and in the accounting period in which they are executed so as to permit preparation of financial information within a framework of recognized accounting policies and practices and relevant statutory requirements, if any,

c. Accountability of assets is adequately maintained and assets are safeguarded from unauthorized access , use or disposition

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

31. Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

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

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

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

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

Directors Ratio of Remuneration to Median Remuneration
Mr. Kishan Kumar Jajodia - Managing Director 0.17 (approx.)
Mr. Prakash Kumar Jajodia -Non-Executive Non-Independent Director - No remuneration or sitting fees was paid
Mr. Tarun Laha -Non-Executive independent Director - No remuneration or sitting fees was paid
Mrs Nagina Kharwar -Non-Executive Independent Woman Director Appointed as an Additional Director wef.14.08.2Q21 - No remuneration or sitting fees was paid

II. The percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary % increase in remuneration In the Financial Year
Mr. Kishan Kumar Jajodia - Managing Director 25%
Mr. Prakash Kumar Jajodia -Non-Executive Non-Independent Director -No remuneration or sitting fees was paid
Mr. Tanumay Laha- Chief Financial Officer - No increase in remuneration.
Mrs Nagina Kharwar -Non-Executive Independent Woman Director Appointed as an Additional Director w.e.f. 14.08.2021 - No remuneration or sitting fees was paid
Mr. Tarun Laha -Non-Executive Independent Director - No remuneration or sitting fees was paid

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

No increase in the median remuneration of the employees in the Financial Year

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

As on 3151 March, 2022, there are 8 employees on the rolls of the Company

V. Average percentile increase already made In the salaries of employees other than the managerial personnel in the last financial year.

No increase In the salary in 2021-2022.

VI. Its comparison with the percentile Increase in the managerial remuneration and justification thereof

No increase of remuneration.

The Managerial remuneration paid by the Company is below par of the Peer Company remuneration. Further, with the guidance of the Managerial Person, the Company has increased the revenue generation in compare to previous year and also decrease the loss incurred in companson to the previous year.

VII. Whether there are any exceptional circumstances for Increase in the managerial remuneration

No increase of remuneration.

VIII. 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, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company.

IX. The disclosure pursuant to Rule 5(2) & 5 (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Is provided herein below

Details of the top employee in terms of remuneration drawn:

Name of the Employees Designation Remuneration (in Rs.) Nature of Employment Qualificetion& Experience
Kishan Kumar Jajodia Managing Director 6,00,000 p.a. Finance and Trading Qualification.. Graduate Experience: 33 years
Tanumay Laha CFO 90,000 p.a. Accounts Qualification.: Graduate Experience Rs. years

32. Vigil Meehanism/Whistle Blower Policy

The Vigil Mechamsm/Whistle Blower Policy of the Company is aimed to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The purpose of this Policy is to encourage the Companys directors and employees who have concerns about suspected misconduct to come 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 of reporting under the Whistle Blower Policy.

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

Company via the weblink:

http://www iaisukh.com/viQil-mechanism.html

33. Insider Trading

The Company has put in place a Code of Conduct for Prevention of Insider Trading based on SEBI (Prohibition of Insider Trading) Regulations, 2015;

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

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

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

34. 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 Investor Education and Protection Fund (IEPF) does notarise

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

35. Green Initiative

To support the Green Initiative in the Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards greener environment and to receive all documents, notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with CB Managements Services Pvt. ltd , p-22, Bondel Road. Koikata- 700 019. Phone No.033-2280/6692/93/94/2486, 4011-6700, E-Mail ID: rta@cbmsl.Com. Fax-033- 2287 0263 if shares are held in physical 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 are sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s) For members who have not registered their email address, physical copies of the 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 Jajodia. Managing Director (DIN: 00674858) cum Compliance Officer of the Company.

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

36. Compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and 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 The rights to work with dignity are universally recognised human rights by international conventions and instruments such as Convention on the Elimination of ail Forms of Discrimination 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 of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace. Ms. Swati Jain (DIN: 07768490) was the Presiding Officer to the Committee.

She resigned with effect from 31" December, 2020 Ms. Nagina Kharwar (DIN- 09280504) who has been appointed as a Non-executive Independent Woman Director with effect from 14th August, 2021, is presently, the Presiding Officer,

In the event of any sexual harassment at workplace, any woman employee of the Company may lodge complaint to Ms. Nagina Kharwar (DIN- 09280504) in writing or electronically through e- mai! at: iaisukh21@vahoo.com.

No complainton sexual harassment was received during the Financial Year 2021-22. The details 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

37. Managements Discussion and Analysis

In accordance with the Listing Regulations, the Managements Discussion and Analysis forms part of this Report

38. Affirmation on Compliance of Secretarial Standards.

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

39. General.

No disclosure or reporting is required in respect of the following items as there were no 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 Committee or to undertake any CSR activities in terms of the provisions of Section 135 of the Act and 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 / Equity shares with differential voting rights.

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

c. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year alongwith their status as at the end of the financial year In terms of Rule 8(5) (xi) of the Companies (Accounts) Rules, 2014.

There were no such instances during the financial year under review.

40. Maintenance of Cost Records/Cost Audit.

During the financial year under review, the maintenance of cost records as well the requirement of Cost Audit was not applicable to the Company.

41. State of Company Affairs & Future Outlook

During the financial year under review, revenue from operation decreased from Rs.162.28 Lakh to Rs.11.81 Lakh However, a higher expense has resulted in loss of Rs.14.72 lakh.

42. Managements Discussion and Analysis Report.

The Managements Discussion and Analysis Report in terms of the Listing Regulations forms part of the Annual Report.

43. Acknowledgement

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments. Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.

The Directors take this opportunity to place on record their deep sense of appreciation for 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 shown by the members of the Company.

Place : Kolkata On Behalf of the Board of Directors
Dated : 06.09.2022 For Jaisukh Dealers Ltd.
Tarun Laha
Chairperson
DIN-07477757