jash dealmark ltd share price Directors report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company, along with the audited financial statements, for the financial year ended March 31, 2018.

Financial Highlights

(Amount in Lacs)

PARTICULARS	FY 2017-18	FY 2016-17
Revenue from operations	34363.76	40553.63
Other income	18.24	56.69
Total Income	34382.00	40610.32
Less: Total Expenses before Depreciation, Finance Cost and Tax	34200.70	40557.49
Operating Profits before Depreciation, Finance Cost and Tax	181.30	52.83
Less: Finance cost	3.68	5.75
Less: Depreciation	1.04	0.70
Profit / (Loss) Before Tax	176.58	59.27
Less:- Current Tax	55.00	20.00
Less: Deferred Tax	-0.08	0.05
Profit/ (Loss) after tax (PAT)	121.66	39.22
Balance carried to balance sheet	121.66	39.22

BUSINESS OPERATIONS

During the year under review, Company has earned total income of Rs. 34382.00 Lakh as against the total income of Rs. 40610.32 Lakh of previous year. The total income of the company was decreased by 18.11% over previous year. The profit before tax in the financial year 2017-18 stood at Rs 176.58 Lakh as compared to profit of Rs. 59.27 Lakh for last year and net profit after tax stood at Rs. 121.66 Lakh compared to profit of Rs. 39.22 Lakh for previous year, increase in Profit is due to decrease in Total expenses from 40551.04 Lacs in FY 2016-17 to 34205.43 lacs in FY 2017-18.

DIVIDEND

To strengthen the financial position of the Company and to augment working capital your directors regret to declare any dividend.

AMOUNT TRANSFERRED TO RESERVES

The board has not transferred any amount to Reserves for the Financial Year 2017-18.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business carried out by the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises Six Directors out of which three are Promoter Directors and three are Non-Promoter Independent Directors. As on the date of this report, the Board comprises following Directors;

Name of Director	Designation
Mr. Shailendra Jayantilal Khona	Managing Director
Mrs. Dipti Shailendra Khona	Woman Executive Director
Mr Praful Jayantilal Khona	Additional Director
Mr.Sumeet Pravinchandra Ghuntla	Independent Director
Mr. Dipesh Pravinchandra Pala	Independent Director
Mr. Vipulchandra Sureshchandra Acharya	Independent Director

The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Listing Regulations as on the end of financial year 2017-18.

BOARD MEETINGS

During the year under review, Board of Directors of the Company met 5 (Five) times, viz. June 05, 2017, September 1, 2017, November 14, 2017, February 06, 2018 and March 28, 2018. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

Name of Director	Mr. Shailendra Khona	Mrs. Dipti Khona	Mr. Shailesh Khona	Mr. Sumeet Ghuntla	Mr. Dipesh Pala	Mr. Vipulchandra Acharya
No. of Board Meeting eligible to attend	5	5	5	5	5	5
No. of Board Meeting attended	5	5	5	5	5	5
Presence at the previous AGM	Yes	Yes	Yes	Yes	Yes	Yes
Presence at the EGM	Yes	Yes	Yes	Yes	Yes	Yes

INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has three Independent Directors in line with the Companies Act, 2013. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.Jashdealmark.com. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

INFORMATION ON DIRECTORATE

After Completion of Financial Year 2017-18, Mr. Shailesh Khona has tendered his resignation from directorship of the Company w.e.f. May 23,2018. Morever, The Board of Directors, in their Meeting held on May 23,2018 has appointed Mr. Praful Khona (DIN: - 08138376) as an Additional Director w.e.f. May 23,2018 upto the date of Ensuing Annual General Meeting. Further appointment Board proposes appointment of Mr. Praful Khona (DIN: - 08138376) as a Director of the Company liable for retirement by rotation in the ensuing Annual general Meeting. In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Dipti Khona, retires by rotation at the ensuing annual general meeting. She, being eligible, has offered herself for re-appointment as such and seeks re-appointment. The Board of Directors recommends her re-appointment on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment/ appointment as Director are also annexed to the Notice convening the annual general meeting.

KEY MANAGERIAL PERSONNEL

In accordance with Section 203 of the Companies Act, 2013, the Company has, Mr. Shailendra Khona who is acting as Managing Director, Mr. Prashant Bagade who is acting as Chief Financial Officer and Ms. Hetal Vachhani who is acting as Company Secretary & Compliance Officer of the Company. Further No Key Managerial Personnel resigned from the post during the F.Y. 2017-18.

PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act. o The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. o The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. o The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a. In preparation of annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same; b. The Directors had selected such accounting policies and 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 at the end of the financial year and of the profit or loss of the Company for that year; c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the

Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. The Directors had prepared the annual accounts for the year ended March 31, 2018 on going concern basis. e. the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

(a) Audit Committee:

During the year under review, Audit Committee met 5 (Five) times viz June 5, 2017, September 1,2017, November 14, 2017, February 6, 2018, and March 22, 2018. The composition of the Committee and the details of meetings attended by its members are given below:

		Number of meetings during the financial year 2017-18
Name	Designation	Eligible to attend	Attended
Mr. Vipulchandra Acharya	Chairman	5	5
Mr. Sumeet Ghuntla	Member	5	5
Mr. Dipesh Pala	Member	5	5

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.Jashdealmark.com.

(b) Stakeholders Relationship Committee:

The Board of Directors of the Company has constituted Stakeholders Relationship Committee in their Board Meeting held on December 16, 2016 in order to mainly focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholders Grievance & Relationship Committee met 4 (Four) times viz on June 05,2017, November 14,2017, February 06,2017 and March 28,2018.The composition of the Committee and the details of meetings attended by its members are given below:

		Number of meetings during the financial year 2017-18
Name	Designation	Eligible to attend	Attended
Mr. Dipesh Pala	Chairman	4	4
	Member	4	4
Mr. Sumeet Ghuntla	Member	4	4

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2018.

(c) Nomination and Remuneration Committee:

The Board of Directors of the Company has constituted Nomination and Remuneration committee in their Board Meeting held on December 16, 2016 in order to identify the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. Further, the committee shall also meet as and when the need arises for review of Managerial Remuneration. During the year under review, Nomination and Remuneration Committee met 2 (Two) times viz on September 1, 2017 and March 28, 2018. The composition of the Committee and the details of meetings attended by its members are given below:

		Number of meetings during the financial year 2017-18
Name	Designation	Eligible to attend	Attended
Mr. Hashmukbhai Vavaiya	Chairman	2	2
Mrs. Mamtaben Thumbar	Member	2	2
Mr. Pravinbhai M Kumbhani	Member	2	2

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances etc. to its Managing Director and the Executive Directors. Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment. o A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. o In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis--vis the Company so as to enable the Board to discharge its function and duties effectively.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Companys remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis--vis the Company. The Companys philosophy is to align them with adequate compensation so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.Jashdealmark.com

Remuneration of Director:

The details of remuneration paid during the financial year 2017-18 to directors of the Company is provided in Form MGT-9 which is the part of this report.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

SHARE CAPITAL

Authorised Share Capital

During the year under review, the Authorized Share Capital of the Company was increased Rs. 10.00 Cr divided into 1,00,00,000 equity shares of Rs. 10/- each.

Subscribed and Paid Up Capital

Resolution for Issue of Bonus Equity Shares to the Equity Shareholders of the Company in the ratio of 1:1 (i.e. 1 Bonus Shares for every 1 Existing Equity Shares of Rs. 10) by capitalization of Reserves & Surplus available as per the Audited Financial Statements of the Company by a sum not exceeding Rs. 4,98,50,010/- (Four Crore Ninety Eight Lacs Fifty Thousand and Ten Rupees Only), was approved by the shareholders in the Extra Ordinary General Meeting held on March 5,2018. Thenafter, the Board of Directors in their Board Meeting held on March 28,2018, allotted Bonus Equity Shares to the Equity Shareholders of the Company whose name appeared in the list of Register of Shareholders/ Beneficial Holders as on record date i.e. March 17,2018 in the ratio of 1:1 (i.e. 1 Bonus Shares for every 1 Existing Equity Shares of Rs. 10) by capitalization of Reserves & Surplus available as per the Audited Financial Statements of the Company by a sum not exceeding Rs. 4,98,50,010/- After capitalization the issued, paid up, Subscribed capital is Rs. 9,97,00,020/-.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees, and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

A particular of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed to this Report as "ANNEXURE – A".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the Year under review, no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and companys operation in future.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as "ANNEXURE - B" to the Boards report.

DISCLOSURE OF REMUNERATION

The ratio of the remuneration of each Executive Director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as

"Annexure – C". Refer to tables 3A(a) in "ANNEXURE – C".

There are no employees who are posted outside India and in receipt of a remuneration of 60.00 lakh or more per annum or 5.00 lakh or more a month.

MATERIAL CHANGES AND COMMITMENT

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the date of end of financial year of the Company i.e. March 31, 2018 to the date of this Report except:-

New Manufacturing Line is commenced, i.e. manufacturing of Mild Steel and Stainless Steel Items, Kitchen Trolley, Mild Steel Sheet, Stainless Steel Sheet and other works like Punching Blending, fabrication etc from June 13, 2018 for which requisite new machines and other extra ordinary tools etc were purchased and which was also informed to members on March 15,2018.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2014

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. During the year under review, there were no incidences of sexual harassment reported.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition. The Internal Auditor of the Company carries out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and is enclosed as "ANNEXURE - D".

STATUTORY AUDITOR AND THEIR REPORT:

M/s. Doshi Maru& Associates, Chartered Accountants, Jamnagar, has been appointed as Auditors of the Company for a term of five consecutive years at the Annual General Meeting held on September 30, 2015. They have confirmed that that are no disqualified from continuing as Auditors of the Company. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

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

HOLDING COMPANIES

M/s Devhari Exports India Limited is a holding Company of our Company by holding 50.15% shares in Our Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

SECRETARIAL AUDITOR AND THIEIR REPORT

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. Zarna P. Solanki, Practicing Company Secretary, Jamnagar to conduct the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is annexed herewith as "ANNEXURE – E" to this Report.

The Secretarial Audit Report annotation relating to Intimation for postponement of Board Meeting for adoption of Audited Financial result for the half-year and year ended on March 31, 2017. Your Directors state that Company is taking necessary pre-caution to avoid such late intimations in future.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that 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; (i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise; (ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; (iii) Annual Report and other compliances on Corporate Social Responsibility; (iv) There is no revision in the Board Report or Financial Statement; (v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future; (vi) Information on subsidiary, associate and joint venture companies.

ACKNOWLEDGMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review. Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

		By the Order of Board of Directors
		Jash Dealmark Limited
	Sd/-	Sd/-
	Shailendra Khona	Dipti Khona
Place: Mumbai	Managing director	Woman Executive Director
Date: September 4, 2018	DIN:05300483	DIN:05300494