JMDE Packaging & Realties Ltd Directors Report

The Directors hereby present the 22^nd Annual Report of the Company together with the audited statement of accounts for the year ended 31st March 2017.

1. Financial Results (Standalone)

	Year ended 31st March 2017	Year ended 31st March 2016
	(Rs. In Lacs)	(Rs. In Lacs)
Income from Operation	76.47	71.88
Total Expenditure	93.79	65.91
Profit before finance cost, depreciation and tax (Operating Profit)		10.26
Finance Cost	00.00	00.00
Depreciation Cost	08.69	04.30
Profit before tax	00.61	05.97
Provision for Tax -	00.00	00.00
- Dividend Tax	00.00	00.00
- Reversal of	00.00	00.00
Dividend Tax
- Deferred	00.00	00.00
Profit after Tax	00.61	05.97
Balance brought forward from previous year	(394.97)	(400.93)
Transfer to General Reserve	00.00	0.00
Proposed Dividend	00.00	0.00
Profit carried to Balance Sheet	(394.35)	(394.97)

2. Operations Review

The Companys primary business was real estate sales. The Company had setup its own website, www.homenxt.com, to capture the growing online real estate sales and broking business. After much effort and not enough response the Company has terminated this venture and in its place has started taking sub-contracting agreement in infrastructure development projects.

3. Dividend

Your directors do not recommend a dividend on Equity Shares of the Company for the year under consideration.

4. Subsidiaries

The Company has no subsidiary as on date.

5. Listing

The Equity Shares of your Company are listed on The Bombay Stock Exchange, Mumbai. Listing fees to the Stock Exchanges have not been paid for the years 2013-14, 2014-2015 and 2015-16, 2016-17.

6. Particulars of Employees

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees whose particulars need to be disclosed.

7. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

8. Declaration by an Independent Director

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure I.

9. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

10. Auditors

The Auditors M/s Dularesh K Jain & Associates, Chartered Accountants, Mumbai retire at the forthcoming Annual General Meeting and do not wish to be reappointed.ed. Your Your Directors propose the appointment of M/s Doshi MaruDirectors propose the appointment of M/s RR Falod & Associates, Chartered Accountants, to hold office until the conclusion of the next Annual General Meeting of the Company.

11. Auditors Report

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

12. Disclosure about Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company.

13.Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Sandeep Gandhi, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

14.Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.jmde.in.

15.Meeting

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

16. Conversation Of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

Company takes adequate steps to avoid wasteful consumption and conservation of energy. The Company does not require any technology for its existing business. There were no Earnings and Outgo in Foreign Exchange.

17. Employee Stock Option Scheme

During the year under consideration no options were granted.

18. Particulars of Loans, Guarantees and Investments u/s. 186

Not Applicable

19. Particulars of Contracts and Arrangements with Related Parties

No such contracts or arrangements have been entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013

20. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

21. Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

22. Directors Responsibility Statement

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(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.

23. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds that were required to be transferred to Investor Education and Protection Fund (IEPF).

24. Report On Corporate Governance

A. CORPORATE GOVERNANCE PHILOSOPHY

The Company is committed to good Corporate Governance. The Company has been following good principle of business over the years by following all laws and regulations of the land with an emphasis on accountability and integrity. The code of Corporate Governance emphasizes the transparency of system to enhance the benefits to shareholders, customers, creditors and employees of the company.

Your company has complied with the requirements of the Corporate Governance Code as disclosed herein below:

B. BOARD OF DIRECTORS

The board of the Company comprises the following Directors, having wide range of skills and experience in the field of management and industrial activities.

Name of The Director	Category of Directorship	No. of Meeting s Held During Year 2016-17	No. of Meeting s Attend ed	No. of other Directorships held	Committee Membership	Attendance at Last AGM
Mr. Kaushik Shah	Executive Director	4	4	1	3	Y
Mrs. Rachana Pandya	Executive Director	4	4	1	3	Y
Mr. Pandura ng Chorghe	Non- Executive Independent Director	4	4	5	3	Y
Mr. Ajay Patil	Non- Executive Independent Director	4	Nil	2	Nil	Y
Mr. Yogin Kanakia	Non- Executive Independent Director	4	Nil	1	Nil	Y

C. DATES OF BOARD MEETING

Four Board Meetings were held during the year under review on the following dates: 27^th May 2016, 14^th August 2016, 14^th November 2016, & 14^th February 2017.

D. COMMITTEES OF DIRECTORS

a) Audit Committee

During the year 2016 17 the committee met 4 times. The composition of the Audit Committee and the attendance of the members is as under:

Name of Director	Designation	Meetings Attended
Mr. Kaushik Shah	Executive Director	4
Mr. Pandurang Chorge	Non-Executive Independent Director	4
Mrs. Rachana Pandya	Executive Director	4

b) Remuneration Committee

The Company has constituted a Remuneration Committee consisting of the following members:

Name of Director	Nature of Directorship	Meetings Attended
Mr. Kaushik Shah	Non-Executive Independent Director	1
Mrs. Rachana Pandya	Executive Director	1
Mr. Pandurang Chorge	Non-Executive Independent Director	1

During the year under review no remuneration paid to Directors. During the year no sitting fees was paid to the Directors. One meeting held during the year under review.

c) Investors Relations Committee

The composition of the Investors Relations Committee (Shareholders/Investors Grievances Committee) is as under:

Name of Director	Nature of Directorship	Meetings Attended
Mr. Kaushik Shah	Executive Director	4
Mr. Pandurang Chorge	Non-Executive Independent Director	4
Mrs. Rachana Pandya	Executive Director	4

In accordance with Clause 49(VI) (D) of the Listing Agreement with The Bombay Stock Exchanges, the Board has authorized Mr. Mahendra Pandey to approve share transfers/transmissions and comply with other formalities in relation thereto. No Investor Complaints remain unresolved, which were received during the year under review.

There were no pending transfers as on 31^st March 2017.

E. GENERAL BODY MEETINGS

The details of last 3 Annual General Meeting (AGM) held are as under:

Financial Year Ended	Date	Time	Place
31-03-2014	30th September 2014	11:00	Plot No. 326/11, 17, Jawahar Nagar, Goregaon (W), Mumbai- 62.
31-03-2015	29th September 2015	11:00	Plot No. 326/11, 17, Jawahar Nagar, Goregaon (W), Mumbai- 62.
31-03-2016	29th September 2016	11:00	Plot No. 326/11, 17, Jawahar Nagar, Goregaon (W), Mumbai- 62.

None of the business required to be transacted at the forthcoming Annual General Meeting is proposed to be passed by postal ballot.

F. DISCLOSURES

a. Disclosures on Materially Significant related Party Transactions

There were no materially significant related party transactions during the year conflicting with the interest of the Company.

b. Details of Non Compliances and Penalties

There were no penalties levied by the stock exchange, SEBI or any Statutory Authority.

G. MEANS OF COMMUNICATION

1. Quarterly and half yearly reports are published in the newspapers.

2. Management Discussion and Analysis forms part of this Annual Report.

H. GENERAL SHAREHOLDERS INFORMATION

1. The Annual General Meeting will be held on 29^th day of September 2017 at 11.00 A.M. at Plot No. 326, Shop No. 1, Rd No. 17, Jawahar Nagar, Goregaon West, Mumbai, Maharashtra 400 062.

2. Financial Year: April to March

3. Book Closure: from September 26, 2017 to September 29, 2017 (both days inclusive).

4. Listing on Stock Exchanges: The Bombay Stock Exchange (BSE)

5. Stock Code: 524 378

6. The listing fees of The Bombay Stock Exchange (BSE) for the years 2013 14, 2014-2015, 2015 2016, 2016 - 2017 have not been paid.

7. Market Price Data

Month	Open Price	High Price	Low Price	Close Price
Apr 16*	N/A	N/A	N/A	N/A
May 16*	N/A	N/A	N/A	N/A
Jun 16*	N/A	N/A	N/A	N/A
Jul 16*	N/A	N/A	N/A	N/A
Aug 16*	N/A	N/A	N/A	N/A
Sep 16*	N/A	N/A	N/A	N/A
Oct 16*	N/A	N/A	N/A	N/A
Nov 16*	N/A	N/A	N/A	N/A
Dec 16*	N/A	N/A	N/A	N/A
Jan 17*	N/A	N/A	N/A	N/A
Feb 17*	N/A	N/A	N/A	N/A
Mar 17*	N/A	N/A	N/A	N/A

*The Bombay Stock Exchange suspended the shares of the Company for Trading.

8. Registrar and Transfer Agents:

M/s. Purva Sharegistry India Pvt. Ltd.

9 Shivshakti Industrial Estate, J. R. Borisa Marg, Sitaram Mill Compound, Lower Parel (E), Mumbai 400 011

9. Share Transfer System:

Shares of the company can be transferred by lodging Transfer Deeds and Share Certificates with the Registrars & Share Transfer Agents at the above said address. The Company has constituted Share Transfer and Shareholders Grievance Committee of the Board of Directors of the Company. The Company has authorized Purva Sharegistry India Pvt. Ltd through their executives to make endorsement of share transfers being registered. The shareholders have option of converting their holding in dematerialized form and effecting the transfer in dematerialized mode. Shares sent for transfer in physical form are registered and returned within a maximum period of 21 days from the date of receipt of documents provided, all documents are valid and complete in all respects.

10. Distribution of Holding:

S. No.	Range Nominal Value	No. of Shares Held	% to Capital	No. of Shareholders	% to Total Holders
1	1 to 5000	12,024,200	20.38	8374	89.42
2	5001 to 10000	3,610,800	6.12	378	4.04
3	10001 to 20000	3,351,200	5.68	257	2.74
4	20001 to 30000	3,097,500	5.25	105	1.12
5	30001 to 40000	1,469,100	2.49	38	0.41
6	40001 to 50000	3,174,200	5.38	65	0.69
7	50001 to 10000	4,472,200	7.58	60	0.64
8	100001 and Above 27,800,800		47.12	88	0.94
	TOTAL	59,000,000	100	9365	100

Particulars of shares held in physical/electronic form as on 31^st March 2017: As on 31^st March 2017 Rs. 35,654,700/- of the Companys total paid up capital representing 35654700 shares (60.43% of the total capital) were held in dematerialized form and the balance of Rs. 23,345,300/- representing 23345300 shares (39.57% of the total capital) were held in paper form.

11. Shareholding Pattern as on 31st March 2017

Category of shareholder	No.of Shareholders	Total No.of Shares	Total No. of Shares held in Dematerialized Form	Total Shareholding as a % of Total No. of Shares		Shares pledged or otherwise encumbered
				As a % of (A+B)	As a % of (A+B+C)	Number of shares	As a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals l Hindu Undivided Family	6	6794900	500000	9.62	9.82	0	0.00
Bodies Corporate	2	11130200	130000	18.66	18.66	0	0.00
Sub Total	7	16925100	630000	28.69	28.69	0	0.00
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	7	16925100	630000	28.69	28.69	0	0.00
(B) Public Shareholding
(1) Institutions
(2) Non-Institutions
Bodies Corporate	136	6792351	504 0750	9.62	9.62	0	0.00
individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakh	9222	16234669	13415599	27.52	27.52	0	0.00
Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	69	19961160	14732621	33.67	33.67	0	0.00
Any Others (Specify)	3	66530	66530	0.11	0.11	0	0.00
Non Resident Indians	3	66630	66530	0.11	0.11	0	0.00
Sub Total	9420	42074900	33255700	71.31	71.31	0	0.00
Total Public shareholding (B)	9420	42074900	33255700	71.31	71.31	0	0.00
Total (A)+(B)	9427	59000000	33665700	100.00	100.00	0	0.00
(C) Shares held by Custodians and against which Depository Receipts have been Issued	0	0	0	0.00	0.00	0	0.00
(1)	0	0	0	0.00	0.00	0	0.00
(2)	0	0	0	0.00	0.00	0	0.00
Sub Total	0	0	0	0.00	0.00	0	0.00
Total (A)+(B)+(C)	9427	59000000	33665700	0.00	100.00	0	0.00

12. Dematerialization of shares and liquidity: The shares of the Company are under compulsory demat trading. The Company has made necessary arrangements with NSDL and CDSL for demat facility. 60.43% of the Companys shares are dematerialized up to 31^st March 2017.

13. Address for Correspondence:

The Director

JMDE Packaging & Realties Limited

Plor No. 326, Shop No. 1,

Road No. 17, Jawahar Nagar,

Goregaon West, Mumbai - 400104

Disclosure under clause 43 A (2) of the listing agreement

The Equity Shares of the Company are listed on The Bombay Stock Exchange (BSE). Listing fees for the year 2013 14, 2014 15, 2015 16, 2016-17 of The Bombay Stock Exchange, Mumbai are unpaid.

Details of the Directors seeking re-appointment at the forthcoming Annual General Meeting (In pursuance of clause 49 of the Listing Agreement).

Name of Director: Mr. Kaushik Shah

Date of Birth: 09/12/1965

Date of appointment: 23/02/2007

Occupation: Business

Expertise in Specific functional

Areas: Experience of Administration and Office Management

Directorship in other Companies: 1

Committee positions held

in other Companies : 1

25. Acknowledgements

Your Directors thank the Companys clientele, vendors, investors and bankers for their continued support during the year. Your Directors place on record their appreciation of the excellent contribution made by employees at all levels.