JLA Infraville Shoppers Ltd Directors Report

Dear Shareholders

Your Board of Directors is pleased to present the 11^th Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended on 31^st March, 2024. The company has made appropriate disclosures in this Board report with the objective of accountability and transparency in the working of the Company and to make you aware about the working and future perspective of the Company.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of the Company for the year ended March 31, 2024 on a Standalone basis is summarized below:

RESULTS OF OUR OPERATIONS (STANDALONE)

(In Lakhs)

PARTICULARS	March 31st, 2024	March 31st, 2023
Net Sales/Income from operations	0.06	1.74
Other Operating Incomes:
(a) Other Incomes	35.70	42.77
Total Revenue	35.76	44.50
Total Expenses	20.41	21.92
Net Profit Before Taxation	15.35	22.58
Tax Expenses & DTA	4.22	2.88
Profit For The Period	11.13	19.69
Earnings Per Share:
Basic	0.00	0.00
Diluted	0.00	0.00

7

a) TOTAL INCOME: Your Companys Total Income during the year under review was Rs. 35.76 lakhs as compared to Rs. 44.50 lakhs in the previous year.

b) PROFITS: Profit Before Tax for the year 2023-24 was Rs. 15.35 lakhs as against Rs. 22.58 lakhs in the previous year. Profit after Tax for the year 2023-24 stood at Rs. 11.13 lakhs as against Rs. 19.69 lakhs in the previous year.

2. INFORMATION ON STATUS OF AFFAIRS OF THE COMPANY

Information on the operational, financial performance, etc. of the Company is given in the Management Discussion and Analysis Report, which is annexed hereto. Primarily company operates in e-commerce sector and provides retail services.

3. TRANSFER TO RESERVES:

During the year, an amount equal to Rs. 40.63 (in 00000) was transferred to Reserve and Surplus Account.

4. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the financial year 2023-24.

5. DIVIDEND

In order to conserve the resources, your directors have decided not to recommend dividend on the share capital for the financial year 2023-24.

6. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Companys operation in future.

8. CHANGE IN DIRECTORS OR KEY MANAGERIAL PERSONNEL:

Appointment of Director and Key Managerial Personnel

• Ms. Suneeta Devi was appointed as an Executive Director of the company w.e.f.

10.05.2024

• Ms. Suneeta Devi was appointed as Chief Financial Officer of the company w.e.f.

10.05.2024

• Mr. Kushal Maheshwari was appointed as the Company Secretary of the company w.e.f. 10.05.2024

• Mr. Nand Kishore Srivastava was appointed as Managing Director of the company w.e.f. 15.05.2024

Cessation of Director and Key Managerial Personnel

• Mr. Chaitanya Puri resigned from the post of the Company Secretary of the Company with effect from 30.04.2024

• Ms. Nikita Shrivastava resigned from the post of Executive Director and Chief Financial Officer of the Company with effect from 10.05.2024

• Ms. Meena Agarwal resigned from the post of the Managing Director of the Company with effect from 15.05.2024

9. DISCLOSURE REGARDING THE RE-APPOINTMENT OF DIRECTOR

In terms of relevant provisions of the Act, as amended, Mr. Atul Agarwal (DIN: 09279372) is liable to retire by rotation at the ensuing AGM and being eligible, seeks reappointment.

The detailed profile of Mr. Atul Agarwal and particulars of his experience, skills or attributes that qualify him for Board Membership is provided in the Notice convening the AGM. The Board recommends the above re-appointment for approval of the Shareholders at the ensuing AGM.

10. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2023-24..

Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, your Directors, based on the representation received from the Operating Management and after due enquiry, confirm that :

a. In the preparation of the annual accounts for the financial year ended on 31^st March, 2024, the applicable Accounting Standards have been followed and there are no material departures from the same;

b. The selected accounting policies were applied consistently and the Directors 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 at 31^st March, 2024 and of the profit of the Company for that period;

c. Proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e. The Internal financial controls have been laid by the Company and such financial controls are adequate and were operating effectively;

f. Proper systems had been devised in compliance with the provision of the all applicable laws and such systems were adequate and operating effectively.

11. MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

12. INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

13. FRAUD REPORTED BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

14. DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASON THEREOF

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institution.

15. RISK MANAGEMENT POLICY

The Board recognizes that effective risk management is integral to achieving our strategic objectives and delivering long-term value to our shareholders, customers, employees, and other stakeholders. Our risk management approach is designed to identify potential threats, evaluate their potential impact, and implement appropriate measures to mitigate and manage these risks. We employ a systematic process to identify and assess risks across all aspects of our operations, including strategic, operational, financial, and compliance-related areas.

16. CORPORATE GOVERNANCE

Corporate governance refers to the system of rules, practices, processes, and structures by which a company is directed, controlled, and managed. It involves the relationships among various stakeholders, such as shareholders, management, customers, suppliers, financiers, government, and the community. The primary goal of corporate governance is to ensure that the company operates in a transparent, ethical, and accountable manner while safeguarding the interests of all stakeholders.

The Company recognizes that strong corporate governance is vital to our long-term success and the creation of sustainable value for our shareholders and stakeholders.

Nonetheless pursuant to Regulation 15 (1) and (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, [24A,] 25, 26, 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V are not applicable on the company listed its specified securities on the SME Exchange.

As the company is listed on SME platform therefore, we are not required to attach the report on Corporate Governance together with the Practicing Company Secretaries Certificate on compliance in this regard and Managing Directors declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required is annexed and forms part of the Directors Report.

18. AUDITORS

I. STATUTORY AUDITORS AND HIS REPORT

M/s Kamal Gupta Associates, Chartered Accountants, Kanpur (lCAI Firm Registration No.: 000752C),) were appointed as Statutory auditors of the company for a period of 5 years i.e., from 01.04.2023 to 31.03.2028 on the terms and conditions as may be mutually agreed by the board and the auditors in the previous Annual General Meeting.

M/s Kamal Gupta Associates conducted the statutory audit of the Company for the financial year 2023-2024. The Auditors have not expressed any qualified opinion in the Auditors Report.

The Notes on financial statements referred to in the Auditors Report are selfexplanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

II. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s V. Agnihotri and Associates (Company Secretaries), to undertake the Secretarial Audit of the Company for the FY 2023-2024 and accordingly they conducted the secretarial audit. The Report of the Secretarial Audit Report is annexed herewith.

III. INTERNAL AUDITOR

Pursuant to Section 138 of the Companies Act, 2013 and Companies (Accounts) Rules, 2014 the Company had appointed Mr. Neeraj Agarwal (M/s Neeraj & Associates), Chartered accountants as the Internal Auditor of the Company for the FY 2023-2024 and accordingly they conducted the Internal Audit.

On the other hand, Mr. Kushal Maheshwari, Company Secretary of the Company was appointed as an Internal Auditor of the Company for the FY 2024-25.

19. DETAILS OF THE STOCK EXCHANGES WHERE THE SHARES ARE LISTED

The Companys Equity Shares are presently listed at: Bombay Stock Exchange Ltd. (BSE), SME Platform

The Company has paid Annual Listing Fee of the concerned Stock Exchange.

20. SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

There is no subsidiary company of the Company and therefore not required to prepare consolidated financial statements.

21. NUMBER OF MEETINGS OF THE BOARD

There were FIVE meetings of the Board of Directors held during the financial year 202324.

Sl. No. DATE	BOARD STRENGTH	NO. OF DIRECTORS PRESENT
1. May 29, 2023	5	5
2. August 22, 2023	5	5
3. November 09, 2023	5	5
4. December 26, 2023	5	5
5. February 23, 2024	5	5
NAME OF DIRECTORS	NO. OF BOARD MEETINGS ATTENDED	ATTENDANCE OF LAST AGM FY 2022-23 (Yes/ No)
ATUL AGARWAL	5	YES
MANISH CHANDRA	5	YES
PRATAP CHAKRAVARTHY	5	YES
NIKITA SHRIVASTAVA	5	NO
MEENA AGARWAL	5	YES
*SUNEETA DEVI	0	NO
*NAND KISHORE SRIVASTAVA	0	NO

*Note: On 10.05.2024 Ms. Suneeta Devi had joined the Company as the Chief Financial Officer cum Director and on 15.05.2024 Mr. Nand Kishore Srivastava had joined the Company as the Managing Director.

22. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013

Pursuant to the provisions of Section 149 of the Companies Act, 2013 each independent director of the Company has submitted their declaration that each of them meet the criteria of independence as provided under Section 149(6) of the Act along with rules framed there under.

23. CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT OF THE COMPANY

In accordance with the requirement of Corporate Governance the Board of Directors of the Company has formulated a code of conduct for Directors and Senior Management of the Company, the Compliance of which have been affirmed by all Board Members and Senior Management of the Company. However, the declaration to this effect signed by CEO, i.e. Managing Director requirement pursuant to Regulation 15 (1) and (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is exempted.

24. CODE FOR PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015, the Board of Directors of the Company has formulated the Code of Conduct for Prevention of Insider Trading in the shares of the Company by its Directors and Employees.

25. ETHICS/GOVERNANCE POLICIES

The Company strives to conduct business and strengthen the relationship with stakeholders in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all the stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:-

• Code of Conduct

• Policy for preservation of documents

• Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading in Securities by Designated Persons

• Vigil Mechanism and Whistle-blower policy

• Policy for selection of Directors and determining Directors independence

• Remuneration policy for Directors, Key Managerial Personnel and other employees

• Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions

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

• Policy on Determination and Disclosure of Materiality of Events and Information and the Web Archival Policy.

26. SECRETARIAL STANDARDS

The Company is in compliance with all the applicable and notified Secretarial Standards issued by the Institute of Company Secretaries of India.

27. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

(a) Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations of their nomination to the Board. Specific requirements for the position including expert knowledge are communicated to the appointee.

On the recommendation of the NRC, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and the Listing Regulations. The remuneration determined for Executive / Independent Directors is subject to the recommendation of the NRC and approval of the Board of Directors.

The Non-Executive Directors are compensated by way of profit-sharing commission and the criteria being their attendance and contribution at the Board / Committee Meetings. The Executive Directors are not paid sitting fees; however, the NonExecutive Directors are entitled to sitting fees for attending the Board / Committee Meetings.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The Companys Policy on Directors Appointment and Remuneration and other matters provided in Section 178(3) of the Act and Regulation 19 of the Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

(b) Familiarization / Orientation program for Independent Directors

The Independent Directors attend a Familiarization /Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program are also available on the Companys Website. The Company issues a formal letter of appointment to the Independent Directors, outlining their role, function, duties and responsibilities, the format of which is available on the Companys Website at www.jlainfraville.com.

28. COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of The Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 every listed company is required to constitute an Audit Committee. The audit committee is one of the major operating committees of a companys board of directors that is in charge of overseeing financial reporting and disclosure. The audit committees role includes the oversight of financial reporting, the monitoring of accounting policies, and oversight of any external auditors, regulatory compliance and the discussion of risk management policies with management. The Audit Committee of the Company works in close relation with the Board of Directors and performs its function of oversight of financial reporting and related internal controls in an effective manner.

The composition of Audit Committee as on 31st March, 2024 is as under:

	Composition of Audit	Committee as on 31st March, 2024
Name of the Director(s)	Mr. Pratap Chakravarthy	Mr. Manish Chandra	Mrs. Meena Agarwal
	(DIN 09638870)	(DIN 08985816)	(DIN 02649280)
Designation	Chairman	Member	Member
Category	Independent Director	Independent Director	Executive Director

There were 4 meetings held during the year i.e. on 29.05.2023, 14.08.2023, 09.11.2023 and 12.01.2024.

Mrs. Meena Agarwal resigned from the Company as Director w.e.f 15.05.2024 and the committee has been reconstituted by appointing Mr. Nand Kishore Srivastava bearing DIN: 10621357 in her place.

29. COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of The Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 every listed company is required to constitute Nomination and Remuneration Committee who shall be responsible for formulating the criteria to determine the qualifications, qualities, skills, positive attributes, independence and other expertise required to be a Director of the Company and to develop, and recommend to the Board for its approval, criteria to be considered in selecting director(s) to identify, screen and review candidates qualified to be appointed as executive directors, non-executive directors and independent directors, consistent with Director Criteria (including evaluation of incumbent Directors for potential re-nomination) and making recommendations to the Board on candidates for:

(i) nomination for election or re-election by the shareholders; and

(ii) any Board vacancies that are to be filled by the Board and other alike functions.

Though the above regulation is not applicable over the company but by virtue of the applicability of section 178(1) of the Companies Act, 2013, the Nomination and Remuneration Committee.

The composition of Nomination & Remuneration Committee as on 31st March, 2024 is as under:

Composition of Nomination and Remuneration Committee as on 31^st March,

2024

Name of the Director(s)	Mr. Pratap Chakravarthy	Mr. Manish Chandra	Mr. Atul Agarwal
	(DIN: 09638870)	(DIN 08985816)	(DIN: 09279372)
Designation	Chairman	Member	Member
Category	Independent Director	Independent Director	Non-Executive NonIndependent Director

There was 1 meeting held during the year i.e. on 12.01.2024.

Mrs. Meena Agarwal resigned from the Company as Director w.e.f 15.05.2024 and the committee has been reconstituted by appointing Mr. Atul Agarwal DIN: 09279372 in her place.

30. COMPOSITION OF STAKEHOLDERS COMMITTEE

Pursuant to Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 every listed company is required to constitute Stakeholders Relationship Committee which is responsible for resolving the grievances of security holders of the company. For listed companies the rights of stakeholders play a very important role in the Corporate Governance of the Company. Though the Company is not required to constitute the same under the prescribed regulation still as a matter of good corporate governance it has constituted the same to look into the various aspects of interest comprising of shareholders, debenture holders etc.

The composition of Stakeholders Committee as on 31st March, 2024 is as under:

Composition of Stakeholders Committee as on 31^st March, 2024

Name of the Director(s)	Mrs. Meena Agarwal	Mr. Pratap Charavarthy	Mr. Atul Agarwal
	(DIN: 02649280)	(DIN 09638870)	(DIN: 09279372)
Designation	Chairman	Member	Member
Category	Executive Director	Independent Director	Non-Executive N on-Independent Director

There was only 1 meeting held during the year on 01.02.2024.

Mrs. Meena Agarwal resigned from the Company as Director w.e.f 15.05.2024 and the committee has been reconstituted by appointing Mr. Nand Kishore Srivastava DIN: 10621357 in her place.

31. DISCLOSURE IN RELATION TO THE VIGIL MECHANISM

A vigil mechanism, often referred to as a "Whistle blower Policy" is an important component of corporate governance that allows employees, stakeholders, and others to report concerns about unethical behaviour, fraud, misconduct, or other violations within the organization. We are committed to maintaining the highest standards of ethical conduct, integrity, and accountability in all our business operations. As part of our strong corporate governance framework, we have established a robust Vigil Mechanism, commonly known as the Whistle blower Policy. The Policy provides for adequate safeguards against victimization of employees, who avail of the mechanism and provides to employees direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

32. MEETING OF INDEPENDENT DIRECTORS

The Companys Independent Directors met once during the financial year 2023-2024 held on February 23, 2024 without the presence of the Executives. The meeting was conducted to enable the Independent Directors to discuss the matters pertaining to the Companys affairs and put forth their views about the working of the Company and the Board along with the Committees.

33. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company do not fall under the categories of the companies as mentioned under section 135 of Companies Act, 2013 and rule 8 (1) of Companies (Corporate Social Responsibility Policy) Rules, 2014, therefore no CSR policy of the Company is made as on date.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, the Company had provided unsecured Loans to the Companies to utilize its resources lying idle. The details regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013

are detailed in the financial statements and the company has duly complied with the provision of this section.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES IN THE ANNEXUED FORM AOC-2.

There are no such transactions entered by the company during the current year under review. Form AOC-2 attached with this Report as Annexure I.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

37. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an independent Internal Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee of the Company has been delegated power to review the internal control systems and its adequacy.

The Audit Committee monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its branches.

38. DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has given remuneration according to the remuneration policy formulated by the Company.

1) The ratio of remuneration of each director to the median employees remuneration of the company for the FY 2023-2024

NO. NAME	DESIGNATION	SALARY	MEDIAN EMPLOYEE SALARY	RATIO
1 Meena Agarwal	Managing Director	600000	168000	3.571:1
2 Nikita Srivastava	Director/ CFO	168000	168000	1:1
3 Chaitanya Puri	Company Secretary	180000	168000	0.9333:1

2) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, in the Financial Year 2023-2024

SL. NO. NAME	DESIGNATION	REMUNERAT ION PAID IN FY 2022-23	REMUNERAT ION PAID IN FY 2023-24	CHANGE
1. Meena Agarwal	Managing Director	600000	600000	No Change
2. Manish Chandra	Independent Director	0	0	0
3. Pratap Chakravart hy	Independent Director	0	0	0
4. Nikita Shrivastava	CFO	168000	168000	No change
5. Chaitanya Puri	Company Secretary	180000	180000	No change

3) THE PERCENTAGE INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEES IN THE FINANCIAL YEAR

The details of percentage increase in the median remuneration of employees in the Financial Year are as follows:-

Median (Common employees between Apr-23 & Mar-24)
Remuneration of March-23 (Total earning + Employer PF)	Remuneration of March-24 (Total earning + Employer PF)	Increase	Percentage
180000	168000	NA	-

4) NO. OF EMPLOYEES ON PAY ROLL IN THE COMPANY

There are a total of 3 employees on Pay Roll of the Company out of which 2 are Key Managerial Personnel.

* The Managing Directors remuneration is not considered while ascertaining the median in the above circumstance.

5) AFFIRMATION

The Management hereby confirms that the remuneration has been paid as per the Remuneration Policy of the Company.

39. SHAREHOLDERS MEETINGS

(a) Details of last three AGMs held:

Year	Date	Venue	Time
2022-23 (b) B u	23.09.2023	No. 2363, First Floor, 24th Main, 1st Sector, HSR Layout Bangalore 560102	03:00 P.M.
2021-22 i n	28.09.2022	No. 2363, First Floor, 24th Main, 1st Sector, HSR Layout Bangalore 560102	04:00 P.M.
2020-21 s s	29.09.2021	Through video conferencing/ other audio visual means	03:30 P.M.
e

(b)Business:

Year	Special Resolution passed for:
2022-23	NA
2021-22	1. To consider and approve reclassification of promoters
2020-21	1. Appointment of Ms. Meena Agarwal as a Managing Director on the Board 2. To approve remuneration payable to Ms. Meena Agarwal 3. To consider and approve transaction under Section 186 of The Companies Act, 2013

40. WEBLINK OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 link of Annual Returns are available for the shareholders at www.jlainfraville.com.

41. DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE.

Directors of the Company are not related to each other in accordance with section 2 (77) of the Companies Act, 2013 and Rule 4 of the Companies (Specification of Definitions Details) Rules, 2014.

42. DISCLOSURE UNDER SEXUAL HARRASMENT POLICY FOR WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted stringent measures on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace. The measures aim to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

During the year there were no complaint received from any employee regarding the said issue.

43. DISCLOSURE ON NO. OF SHARES AND CONVERTIBLE DEBENTURES HELD BY NON-EXECUTIVE DIRECTORS

No Equity share is held by the Non- Executive Director of the Company as on 31st March, 2024.

No Convertible Debentures has been issued by the Company as on 31st March, 2024.

44. DETAILS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1) OF THE COMPANIES ACT, 2013

No material changes and commitments have taken place during the financial year ended on March 31, 2024 to which the balance sheet relates and the date of report which affects the financial position of the Company.

45. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Particulars relating to the conservation of energy, technology absorption given as Companies (Disclosure of particulars in report of Board of Directors) Rules, 1988 are not applicable to the Company due to the nature of the Companys business operations, being an Online Shopping Company.

There has been no Foreign Exchange outgo during the period under review.

46. INDUSTRY RELATIONS

Industrial relations are of paramount importance in every organization and maintaining them with ease and poise is a very difficult task. Our Company gives equal importance to maintain industrial relations and keeping them at par with other stakeholder relationships. During the period under review, the relation between employee and Management remained cordial.

47. BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and Provision of SEBI (LODR) Regulations, 2015, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees, based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of Committee meetings, etc.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated at separate meetings of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

48. STATUTORY COMPLIANCE

The Company has in place adequate systems and processes to ensure that it is in compliance with all applicable laws. The Company Secretary (Corporate & Compliance) is responsible for implementing the systems and processes for monitoring compliance with the applicable laws and for ensuring that the systems and processes are operating effectively. The Chief Financial Officer and Managing Director, places before the Board, at each meeting, a certificate of compliance with the applicable laws. The Company Secretary (Corporate & Compliance) also confirms compliance with Company law, SEBI Regulations and other corporate laws applicable to the Company.

49. APPRECIATION

Your Directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media .

The Board places on record its sincere appreciation towards the Companys valued customers for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.

Your Directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.

For and on Behalf of the Board

JLA INFRAVILEE SHOPPERS LIMITED

	Sd/-	Sd/-
	Nand Kishore Srivastava	Atul Agarwal
Place: Bengaluru	Managing Director	Director (DIN: 09279372)
Date: 22.08.2024	(DIN: 10621357 )