Jhaveri Credits & Capital Ltd Directors Report.

To,

The Members of

JHAVERI CREDITS AND CAPITAL LIMITED

Your Directors have pleasure in presenting the 2411 Directors Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31 March, 2018.

FINANCIAL HIGHLIGHTS (Rs. in lacs)
Particulars Year ended on 31-3-2018 Year ended on 31-3-2017
Revenue from Operations & Other Income 134.39 160.33
Less: Total Expenditure 108.41 143.49
OPERATING PROFIT 25.98 16.84
Less: Finance Costs 4.70 7.01
GROSS PROFIT/LOSS FOR THE YEAR 21.28 9.83
Less: Depreciation and Amortization expense 1.43 2.33
PROFITILOSS FOR THE YEAR 19.85 7.50
Less: Provision for Taxation 5.16 2.30
Less: Deferred Tax Liability -0.96 (0.10)
Less Excess Provision of Income Tax -0.06 7.42
PROFT AFTER TAX 15.71 (2.11)

STATE OF COMPANYS AFFAIRS

During the year under review, the total revenue generated by Company was Rs. 134.71 Lacs against 160.33 Lacs in the previous year. The Company has made profit after tax of Rs.15.71 lacs compared to Rs. 2.11 lacs loss in the previous year.

The Company is confident that as the global trend in commodity market are reviving and with more research and training to staff, the progress of Company will be driven by profitability with increase in turnover and client base.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the Management Discussion and Analysis as ANNEXURE: - I, which forms part of the Directors Report

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31s March, 2018, the Company proposes to carry nil amount to General Reserve Account.

DIVIDEND

Your Directors do not recommend any dividend for the year ended on 31sl March, 2018.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year no money have been transferred to Investor Education and Protection Fund

MATERIAL CHANGES BETWEEM THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no 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.

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as ANNEXURE:- II for your kind perusal and information.

DIRECTORS

As per Section 152 of the Companies Act, 2013, Mr. Bhaderesh J. Jhaveri and Mrs. Bela R. Jhaveri, Directors of the Company, retire by rotation at the ensuing Annual General meeting and offers themselves for re-appointment.

MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year 2017-18

SN Date of Meeting Board Strength No. of Directors Present
1 11-04-2017 5 5
2 02-05-2017 5 4
3 30-05-2017 5 5
4 05-06-2017 5 5
5 07-07-2017 5 . 4
6 14-08-2017 5 4
7 14-09-2017 5 5
8 04-10-2017 5 4
9 07-11-2017 5 4
10 14-12-2017 5 5
11 02-01-2018 5 4
12 1402 1 2018 5 5
13 06-03-2018 5 4

DIRECTORS RESPONSI BI LITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 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 and loss of the company for that period; The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; The directors had prepared the annual accounts on a going concern basis; and

The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 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.

DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

AUDITORS REPORT

Independent Auditors Report

MIs Mukund & Rohit, Chartered Accountants, Vadodara having Firm Registration No. 113375W, conducted statutory audit of Company for financial year ended on 31st March, 2018, Independent Auditors Report forms part of financial statement which forms part of Annual Report, There are no qualifications or adverse remarks in the Auditors Report which require any clarification! explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Secretarial Audit Report

Pursuant to provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of your Company has appointed Ms. Heena Patel, Practicing Company Secretary, to Conduct Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as ANNEXURE: - Ill to this report.

As the Secretarial Auditor has stated in their report During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except as per Regulation 13(3) of Statement of investor Complaints and Regulation 31 of Shareholding Pattern of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, could not be submitted to BSE Ltd. within 21 days from the quarter ended on 30th September, 2017.

The Board of Director of your Company would like to state that as regard to their observation, the Company has submitted Regulation 13(3) of Statement of investor Complaints and Regulation 31 of Shareholding Pattem of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on 23rd October 2017, as the Diwali holidays were there during that period and concerned staff were not available during that time. Hence Company could not submit above compliance within 21 days from the quarter ended on 30th September, 2017.

AUDIT COMMITrEE

The Companys Audit Committee comprises of following Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Ashesh J Trivedi Chairman I Member Independent Director
Mr. Bhaderesh J. ,Jhaveri Member Non Executive Non Independent Director
Mr. Bimal D. Mehta Member Independent Director

SHAREHOLDERS /INVESTORS GRIEVANCE COMMITTEE

The Companys Shareholders/Investors Grievance Committee comprises of following Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Ashesh J Trivedi Chairman / Member Independent Director
Mr. Kamlesh J Jhaveri Member Whole- time Director
Mr. Bhaderesh J. Jhaveri Member Non Executive Non Independent Director

NOMINATION AND REMUNERATION COMMITTEE

The Companys Nomination and Remuneration Committee comprises of following Non-executive Directors. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Bhaderesh J. Jhaveri Chairman / Member Non Executive Non Independent Director
Mr. Ashesh J Trivedi Member Independent Director
Mr. Bimal D. Mehta Member Independent Director

The Nomination and Remuneration Committee among its members shall prepare the matters pertaining to the nomination and remuneration of Board members, the appointment and remuneration of the managing director and other executives of the company as well as the remuneration schemes of the personnel.

LOANS, GUARANTEES AND INVESTMENTS

The Company has following Loans, Guarantee given and Investments made under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2018:

Date of Transaction Particular/Purpose/Nature of Transaction Amount of Transaction
Company has not entered into any transaction covered under Section 186 of Companies Act, 2013

RELATED PARTY TRANSACTIONS

The Company is required to enter into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are shown in notes forming part of financial statement for the year ended as on 31st March, 2018 for your kind perusal and information. The Company has not entered into any new contract or agreement under section 188 of Companies Act, 2013. In financial year 2017-18 and hence the provisions of Section 1 34(3)(h) is not attracted and has not prepared FORM No. AOC-2.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

CORPORATE SOCIAL RESPONSIBILITY

Your company is not required to comply with the provisions of Corporate Social Responsibility as per requirement of Section 135 read with Schedule VII of the Companies Act 2013

KEY MANAGERIAL PERSONNEL

During the year under review, following persons held position of Key Managerial Personnel of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013.

Mr. Kamlesh J. Jhaveri —Whole-time Director Mr. Vatsal Desai —CFO Mr. Agnivesh Sathe - Company Secretary

Remuneration and other details of the Key Managerial Personnel for the financial year ended 31st March, 2018 are mentioned in the Extract of the Annual Return which is attached to the Directors Report.

PARTICULARS OF EMPLOYEES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. A statement containing particulars of employees pursuant to section 134 (3) (q) of Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) rules, 2014 is annexed herewith as ANNEXURE:- IV

PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

II HOLDING 11% of holding I INAME AND SN (ADDRESS OF THE ICIN/GLN SUBSlDIARY) of holding at beginning of Year at end of the COMPANY ASSOCIATE year Nil

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 AND Companies Meeting of Board & its powers Rules, 2014, Company has formulated Vigil Mechanism and the same is available on web site of Company www.ihavericommoditv.com

RELATED PARTY DISCLOSURE

As Company did not have any Holding or Subsidiary Company, Company has not made disclosure as required under Regulation 53(1) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

GENERAL

Your Directors 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:

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

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

SEXUAL HARASSMENT

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company has risk assessment and minimization system in place. The risk management procedures are reviewed regularly.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and dealers of the Company.