Directors Report of Jaisukh Dealers Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 10th Annual Report of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

Standalone Consolidated

Particulars 2014-15 2013-14 2014-15 2013-14 Rs. Rs. Rs. Rs.

Total Income 6,29,42,455 8,67,71,956 6,29,42,455 8,67,71,956

Total Expenditure 6,23,25,729 8,64,18,724 6,23,51,251 8,65,08,814

Profit before Tax 6,16,726 3,53,232 5,91,204 2,63,142

(Less) : Current Tax 1,90,568 1,09,149 1,90,568 1,09,149

(Less) : Tax expenses relating to Prior Years 61,647 - 61,647 10,467

(Less) : Deferred Tax Liability (Asset) (1,45,869) 10,467 (1,45,869) -

Net Profit after tax 5,10,380 2,33,616 4,84,858 1,43,526

(Less) : Unamortized Expenses written back - - - -

Add : Brought forward from previous year 12,79,661 17,31,045 11,89,571 17,31,045

(Less) : Adjustment- Preliminary Expenses - (6,85,000) - (6,85,000)

Balance carried to Balance Sheet 17,90,041 12,79,661 18,74,429 11,89,571

2. STATE OF COMPANY AFFAIR AND FUTURE OUTLOOK

During the Financial year under review, the Company has recorded a total income of Rs. 6,29,42,455/- for the current financial year as compared to Rs. 8,67,71,956 /-, for the previous financial year registering a decrease of 27.46%.

The Profit After Tax on a standalone basis amounted to Rs. 5,10,380 /- as against Rs. 2,33,616 /- in the previous year. There has been a consistent increase in profit of the Company during the financial year under review.

The Company's short term outlook remains subject to a range of challenges including: market conditions; the cost of its continued conservative approach to funding and capital; and potential regulatory changes and tax uncertainties.

3. DIVIDEND

Considering the future prospects and to strengthening the financial position of the Company, Directors do not recommend any dividend for the financial year under review.

4. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statements forms part of Annual Report 2015.

5. CHANGE IN SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 18,75,00,000 divided into 1,87,50,000 Equity Shares of M0 each.

The Paid-up Share Capital of the Company is Rs. 14,14,15,000 divided into 1,41,41,500 Equity Shares of M0/- each.

There has been no change in the Authorised or Paid-up Share Capital of the Company during the reported year.

6. TRANSFER TO RESERVES

During the year, considering the operating performance of the Company, your company has not transferred any amount in General Reserve.

7. LISTING ON SME PLATFORM OF THE BSE LIMITED

The equity shares continue to be listed on the BSE-SME Institutional Trading Platform of the BSE Limited which has nation-wide terminals and therefore, shareholders/investors are not facing any difficulty in trading in the shares of the Company. The Company has paid Listing Fees to the exchange for the year 2014-15.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which this financial statement relate on the date of this Director Report.

9. INSIDER TRADING

The Company has put in place a prevention of Insider Trading Code based on SEBI(Prohibition of Insider Trading) Regulations,2015. This code is applicable to all Directors and select employees. The code ensured prevention of dealing in shares by persons having access to unpublished price sensitive information.

The aforesaid Code have been disclosed on the website of the Company viz. www.jaisukh.com.

10. CHANGE IN THE NATURE OF BUSINESS

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

11. INVESTOR EDUCATION AND PROTECTION FUND

There has been no transfer to the said Investor Education and Protection Fund during the current year.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Non-Executive, Independent & Executive Directors

In accordance with the provisions of the Companies Act, 2013 Mr. Kishan Kumar Jajodia (DIN - 00674858), Executive Director of the Company, will retire by rotation at the ensuing 10th Annual General Meeting and being eligible, offer himself for re-appointment as Managing Director without any variation in the terms of his appointment.

Pursuant to Section 149 of the Companies Act, 2013 read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each.

In this connection, all the Independent Directors of the Company, viz: Mr. Somanth Gupta, and Mr. Soumen Sen Gupta were appointed for a term of five consecutive years commencing from the conclusion of 9th Annual General Meeting of the Company, keeping in view their educational / professional qualifications, working experience, expertise in line with Company's business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment.

Further, the Board of Director of the Company has appointed Mrs. Balushri Gupta, as an Additional Women Director of the Company on March 31, 2015. She is holding office as an Independent Director of the Company and is entitled to hold office as additional director up to the date of ensuing Annual General Meeting. Accordingly, it is proposed to appoint Mrs. Balushri Gupta as a non-retiring Independent Director of the Company in accordance with Section 149 of the Companies Act, 2013, to hold office till the conclusion of 10th AGM, i.e. for tenure of 5 years.

b. CHIEF FINANCIAL OFFICER

Mr. Tanumay Laha is the Chief Financial Officer of the Company.

c. COMPANY SECRETARY

Ms. Nisha Jain continues to hold office as the Company Secretary of the Company.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with section 134 (5) of the Act, to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors of the Company hereby make the following statements :

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 31st March, 2015 and of the profit 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.

14. AUDITORS & AUDITORS' REPORT

A. STATUTORY AUDITORS

M/s Bajoria Mayank & Associates, (FRN 327336E), Chartered Accountants of 19, R. N. Mukherjee Road, Eastern Building, 1st Floor, Kolkata-700 001, Statutory Auditor of the Company at the last Annual General Meeting held on 26th September, 2014, was appointed for a period of five years subject to ratification by members at every consequent Annual General Meeting. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

B. INDEPENDENT AUDITORS' REPORT

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

C. SECRETARIAL AUDITORS

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 Mr. Praveen Sharma, Company Secretary in Practice, holding C.P. No.14501; Membership No.A30365 to undertake the Secretarial Audit of the Company.

D. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark save and except the following :

1) Not submitted Clause-39, Audited Financial Result for the half year ended on 31.03.2015.

2 Delay in Filing of Form 23AC & 23ACA XBRL regarding filing of Balance Sheet & Profit & Loss,

MGT-14 regarding adoption of Audited Accounts & disclosure of Interest by directors, CHG-1 regarding Creation & Modification of Charge.

The Secretarial Audit Report is annexed herewith as Annexure - 1

15. NUMBER OF MEETINGS OF THE BOARD

During the year 2014-15, Six Board Meetings i.e. 25.04.2014, 29.05.2014, 21.08.2014, 13.11.2014, 11.02.2015 & 31.03.2015 were held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

16. DISCLOSURE PURSUANT TO SECTION 177(8) OF THE ACT- COMPOSITION OF THE AUDIT COMMITTEE

Pursuant to section 177(8) of the Act disclosure of the Composition of Audit Committee is given below-

The Audit Committee of the Company comprises of three Non-Executive Independent Directors and one Non-Executive Non-Independent Director as on 31st March, 2015 and is chaired by Mr. Somnath Gupta (having DIN: 02238654), Non-Executive Independent Director

During the Financial Year under review, the Committee met four (4) times and all such meetings were held in accordance with the provisions of the Act and the Listing Agreement.

Further, the Board of Directors has accepted all the recommendations of the Audit Committee in the Financial Year 2014-15.

17. COMPOSITION OF THE NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the requirements of Section 178 of the Act, the Nomination and Remuneration Committee of the Company comprises of two Non Executive Independent Directors and one Non Executive Non- Independent Director.

18. COMPOSITION OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the requirements of Section 178 of the Act, the Stakeholders Relationship Committee of the Company consists of two Non Executive Independent Directors and one Executive Director.

19. PARTICULAR OF LOANS, GURANTEES AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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.

20. EXTRACT OF THE ANNUAL RETURN

The Extract of the Annual Return as on the financial year ended on 31st March, 2015, in Form MGT-9 pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is appended to the Board's Report in Annexure-2.

21. 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 and outgo during the financial year under review.

22. CORPORATE GOVERNANCE REPORT

Pursuant to SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 Clause 49 (Clause 52 of SME Equity Listing Agreement) is not applicable to the company.

23. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

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 including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 relating to the remuneration for the Directors, key managerial personnel, and other employees. As required by the Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) and 177(10) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 the Company has a Vigil Mechanism/ Whistle Blower policy for directors and employees to deal with instance of fraud and mismanagement, if any.

The details of the Vigil Mechanism is explained on the website of the Company.

25. ANNUAL ACCOUNTS OF THE SUBSIDIARIES

In accordance with Section 129(3) of the Companies Act, 2013 and rules thereunder, the Consolidated Financial Statement is presented in the Annual Report 2015 and in compliance with the Act and the Company has also attached along with its financial statement, a separate statement containing the salient features of the financial statement in i.e., Form AOC-1 annexed herewith as Annexure - 3.

In accordance with section 136 of the Companies Act, 2013, the audited financial statements together with the Consolidated Financial Statements and related information of the Company and audited accounts of each subsidiary company are available on the Company's Website www.jaisukh.com. The Company will provide a copy of the annual accounts in respect of each Subsidiary to the shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies. It shall also lay down the Separate Financial Statements of the Subsidiaries with the Financial Statement of the Company in its Annual General Meeting.

26. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE COMPANY'S SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR UNDER REVIEW

Name of the Companies which became subsidiaries in the financial year under review are as follows:

- JDL Properties Limited

- JDL Projects Limited

- Conflate Projects Limited

- Conflate Properties Limited

- Conflate Homes Limited

- Conflate Housing Limited

- Conflate Marketing Limited

- Conflate Residency Limited

- Realview Builders Limited

- Realview Consultants Limited

- Realview Homes Limited

- Realview Housing Limited

- Realview Projects Limited

- Realview Residency Limited

Further during the financial year 2014-15, 14 subsidiary companies was formed but has not invested in the share capital during the year under review. Moreover the subsidiaries have not commenced any business during the financial year under review 2014-15.

Further, the Company does not have any associate companies (as defined in Section 2(6) of the Act) nor is associated with any joint ventures and therefore disclosure requirement pursuant to Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for the Company.

27. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT

Your Company has neither accepted during the year nor held at the end of the year any Public Deposit.

28. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT

Since the Company has neither accepted any deposits during the financial year under review nor has any outstanding deposits as on 31st March, 2015, therefore there are no disclosures as specified in Rule 8(5)(vi) of the Companies (Accounts) Rules, 2014, for non-compliance with the requirements of Chapter V of the Act.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S FUTURE OPERATIONS

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

30. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

Pursuant to the section 177(4)(vii) of the Act, the Audit Committee has been empowered by the Board in its meeting to review the adequacy of internal financial controls and the risk management systems of the Company.

Thus, the audit committee ensures that there is a direct relationship between the Company's objectives and the internal financial controls it implements to provide reasonable assurance about their achievement.

31. NOMINATION AND REMUNERATION POLICY

Section 178 of the Act, read with Rules made thereunder defines the role of the Nomination and Remuneration Committee to include, interalia amongst others, the following:

a. To formulate the criteria for determining qualifications, positive attributes and independence of a director and to recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.

b. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The shareholders may also visit the Company's website www.jaisukh.com for the detailed Nomination and Remuneration Policy of the Company on Directors appointment and remuneration.

32. MANNER OF FORMAL ANNUAL PERFORMANCE EVALUATION OF THE BOARD, INDIVIDUAL DIRECTORS AND COMMITTEES

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 Agreement, the manner in which annual performance of individual directors and the committees was evaluated in the reported year is described hereunder:-

a. The Nomination & 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 director's performance in accordance with Section 178(2) of the Act read with the Rules framed thereunder

b. The performance evaluation criteria of the Board and Independent Directors have been formulated by the Nomination and Remuneration Committee Pursuant to Companies Act, 2013.

c. 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.

d. Pursuant to Clause VIII of Schedule IV of Companies Act, 2013, the performance evaluation of the Independent Directors is perused by the entire Board of Directors, excluding the director being 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 considered.

33. 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 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, Various disclosures pursuant to the section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided herein below:

a) 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 5

Mr. Prakash Kumar Jajodia - Non-executive Director - No remuneration or sitting fees was paid

Mr. Somnath Gupta- Non-executive Director - No remuneration or sitting fees was paid

Mr. Soumen Sen Gupta - Non-executive Director - No remuneration or sitting fees was paid

Mrs. Balushri Gupta Since this information is for part of the year, the - Non-executive Director w.e.f. 31.03.2015 same is not comparable. It be further noted that no remuneration or sitting fees was paid to her.

b) 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 % increase in remuneration in the Officer and Company Secretary Financial Year

Mr. Kishan Kumar Jajodia - Managing Director - No increase in remuneration

Ms. NIsha Jain-Company Secretary - No increase in remuneration

Mr. Tanumay Laha - Chief Financial Officer - No increase in remuneration

Mr. Prakash Kumar Jajodia - Non Executive Director - No remuneration or sitting fees was paid

Mr. Somnath Gupta - Non Executive Director - No remuneration or sitting fees was paid

Mr. Soumen Sen Gupta - Non Executive Director - No remuneration or sitting fees was paid

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

There has been no increase or decrease in the median remuneration of the employees during the financial year under review.

d) The number of permanent employees on the rolls of the company-

As on 31st March, 2015, there are 9 employees on the roll of the Company.

e) The explanation on the relationship between average increase in remuneration and company performance.

There has been no increase in remuneration of any of the Directors or employees.

f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company.

Comparitive Parameter Amount (in Rs.)

Aggregate remuneration of Key Managerial Personnel (KMP) in the Financial Year 2014-15. 3,24,000

Total Revenue 6,29,42,455

Remuneration of KMP's as a percentage of Total Revenue 0.51%

Profit before tax 6,16,726

Remuneration of KMP's as a percentage of Profit before Tax 52.54%

Profit after tax 5,10,380

Remuneration of KMP's as a percentage of Profit after Tax 63.48%

g) Variations in :

i. The market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year.

Particulars 31st March 2015 31st March, 2014 % Change

Market Capitalisation Rs. 4,72,32,61,000 Rs. 91,91,97,500 413.85%

Price Earnings Ratio 8350 3250 156.92%

ii. Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last public offer.

Particulars 31st March, 2015 (IPO) % Change

Market Price - The Company has not made any 0.00 Public Issue or Rights issue of securities in the last 10 years, so comparison have not been made of current share price with public offer price.

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof.

There were no exceptional circumstances or increase for managerial personnel in the last financial year. The percentile increase process and policy was same for the managerial personnel and all the other employees.

i. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company.

(in Rs.)

Comparative Parameter Kishan Kumar Nisha Jain Jajodia (Company Secretary) (Managing Director) Amount (in Rs.) Amount (in Rs.)

Aggregate remuneration of Key Managerial

Personnel (KMP) in the Financial Year 2014-15. 1,80,000 1,44,000

Total Revenue 6,29,42,455 6,29,42,455 Remuneration of KMP's as a percentage of

Total Revenue 0.29% 0.23%

Profit before tax 6,16,726 6,16,726 Remuneration of KMP's as a percentage of

Profit before Tax 29.19% 23.35%

Profit after tax 5,10,380 5,10,380 Remuneration of KMP's as a percentage of

Profit after Tax 35.27% 28.21%

j. The key parameters for any variable component of remuneration availed by the directors.

Any variable component of remuneration payable to the Directors is based on the parameters, as approved by the Board of Directors, on the basis of the recommendation of the Nomination and Remuneration Committee. The said parameters are set considering the provisions of applicable regulations and Nomination & remuneration Policy of the Company.

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

None of the employees' remuneration is more than that of the highest paid director for the Financial Year under review.

l. Affirmation that the remuneration is as per the remuneration policy of the company.

The Board of Directors hereby affirm that the remuneration paid to all directors, Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company.

34. 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.

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, Kolkata-700 019, Phone No.033- 2280/6692/93/94/2486, 4011-6700/6711/6717/6723, E-Mail ID: [email protected], Fax-033-40116739 if shares are held in physical mode or with their DP if the holding is in electronic mode.

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 Participants) in Electronic Copies. Physical copies of Annual Report and Notice of the Annual General Meeting are sent in the permitted mode to the members who have not registered their email address.

Pursuant to Section 108 of the Companies Act, 2013, the Company is providing e-voting facility to all the members to enable them to cast their votes electronically on all the resolutions set forth in the Notice.

36. RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of Section 134(3)(n) of the Act. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report

37. MANAGEMENTS DISCUSSION AND ANALYSIS

In accordance with the listing requirement, the Management's Discussion and Analysis is presented in a separate section forming part of the Annual Report 2014-15.

38. 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 believes in creating a safe environment for the employees which is free from any discrimination Pursuant 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 has formed an Internal Complaints Committee where employees can register their complaints against sexual harassment. Mrs. Balushri Gupta is the Presiding Officer to the Committee.

The Directors of the Company state that 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.

39. ACKNOWLEDGEMENT

The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India, Registrar of Companies and other government and regulatory agencies and to convey their appreciation to customers, bankers, and all other business associates for the continuous support given by them to the Company. Your 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 : 30.05.2015 For Jaisukh Dealers Ltd.

Soumen Sen Gupta

Chairman

DIN-02290919

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 9th Annual Report of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Standalone Consolidated Particulars 2013-2014 2012-2013 2013-2014

Total Income 8,67,71,956 6,86,44,670 8,67,71,956

Total Expenditure 8,64,18,724 6,66,48,582 8,65,08,814

Profit before Tax 3,53,232 19,96,088 2,63,142

(Less): Provision for Current Tax (1,09,149) (6,16,791) (1,09,149)

(Less): Current Tax expenses relating to Prior Years (10,467) (3,297) (10,467)

Net Profit after tax 2,33,616 13,76,000 1,43,526

Income tax for prior year - - -

(Less): Unamortized Expenses written back - - -

Add : Brought forward from previous year 17,31,045 3,55,045 17,31,045

(Less):: Adjustment- Preliminary Expenses (6,85,000) - (6,85,000)

Balance carried to Balance Sheet 12,79,661 17,31,045 11,89,571



FINANCIAL AND OPERATIONAL PERFORMANCE

Our total income on a standalone basis has been increased to Rs. 8,67,71,956/- from Rs. 6,86,44,670/-, registering a growth of 26.41 %.

The Profit Before Tax on a standalone basis amounted to Rs. 3,53,232/- as against Rs. 19,96,088 in the previous year.

The Profit After Tax on a standalone basis amounted to Rs. 2,33,616/- as against Rs. 13,76,000/- in the previous year. Such decrease in net profit is due to adverse market condition.

During the year, we have made investments in four newly owned subsidiary companies. We expect that the company will be benefited by these investments in long run, which will be seen from the forthcoming financial quarters.

The Company has evolved its operations by venturing as commission agents of fabric and textile products. The Company has expanded its operations by trading and distribution of sarees and other commodities in the textile market. The Company predominantly cater to Kolkata and nearby markets. The Company supply entire range of sarees and other dress materials and apparels and adopt creativity, market intelligence and industry experience to select apparels to suit the dynamic needs of young generations.

DIVIDEND

Considering the future prospects and to strengthening the financial position of the Company, your Directors do not recommend any dividend for the financial year under review.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 Mr. Prakash Kumar Jajodia, Non- Executive Non-independent Director of the Company, will retire by rotation at the ensuing 9th Annual General Meeting and being eligible, seeks reappointment. The Board of Directors recommend his re- appointment.

As per the Companies Act, 2013, the Company is required to appoint Independent Directors, including existing independent directors, for a fixed term and their office shall not be liable to be determined by retirement of directors by rotation. Our Independent Directors Mr. Somnath Gupta and Mr. Soumen Sen Gupta are liable to retire by rotation under the erstwhile Companies Act, 1956.

Accordingly, in compliance of Section 149, 150, 152 read with Schedule IV of the Companies Act, 2013, Mr. Somnath Gupta and Mr. Soumen Sen Gupta, Directors of the Company, are proposed to be appointed as Independent Directors of the Company for a period of five consecutive years to hold the office till the conclusion of 14th AGM or till such earlier date to confirm with the policy on retirement and as may be determined by any applicable statutes, rules, regulations or guidelines and their offices. They shall not be liable to retire by rotation.

Separate notices have been received from members proposing candidatures of Mr. Prakash Kumar Jajodia, Mr. Somnath Gupta and Mr. Soumen Sen Gupta for their respective appointments.

Based on the confirmations received, none of the Directors proposed to be appointed are disqualified for appointment under the Companies Act, 2013. Further, the Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Clause 42 of the Listing Agreement with the stock exchange.

Further, Mr. Kishan Kumar Jajodia, who was appointed as a Managing Director of the Company on 1st April, 2013 for a period of 5 (five) years with effect from 25lh April, 2013 till on 24* April, 2018 and as per the terms of his appointment, he is not liable to retire by rotation. However, managing directors who were earlier not liable to retire by rotation as per the provisions of the Companies Act, 1956 are now liable to retire by rotation as per the provisions of Section 152(6) of the Companies Act, 2013. Accordingly, it is proposed that the terms of appointment of Mr. Kishan Kumar Jajodia be amended to provide that he shall be liable to retire by rotation as per the provisions of Section 152(6) of the Companies Act, 2013. The other terms and conditions of his appointment including remuneration approved by the members of the Company shall remain unchanged.

AUDITORS

M/s Bajoria Mayank & Associates, (FRN 327336E), Chartered Accountants of 19, R. N. Mukherjee Road, Eastern''Building, 1" Floor, Kolkata-700 001, Statutory Auditor of the Company, retire at the conclusion of the ensuing Annual general Meeting and being eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s Bajoria Mayank & Associates, Chartered Accountants as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 14th AGM, subject to ratification of their appointment at every AGM.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

INDEPENDENT AUDITORS'' REPORT

The Financial Statement, as referred to in the Independent Auditor''s Report are self-explanatory and hence does not require any further explanations.

LISTING ON SME PLATFORM OF THE BSE LIMITED

Yours Directors are pleased to inform you that your company successfully listed Its Securities on the BSE-SME Institutional Trading Platform of the BSE Limited on 11th February, 2014. The Company has paid Listing Fees to the exchange for the year 2013-14.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors confirm that:

(i) in the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

(ii) they have 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 of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis

CORPORATE GOVERNANCE REPORT

Your Company has been complying with all the requirements of the code of Corporate Governance, as specified by SEBI.

A separate report on Corporate Governance is furnished as a part of the Directors'' Report and the certificate from the Statutory Auditor regarding compliance of condition of Corporate Governance is annexed to the said Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited consolidated financial statements forms part of the Annual Report 2014.

SUBSIDIARIES

The Company has four subsidiaries as on March 31, 2014, namely JDL Real Estates Ltd., JDL

Hosieries Ltd., JDL Consultants Ltd. and JDL Gem & Jewelleries Ltd. All these four subsidiaries were incorporated during the financial year 2013-14. A Statement pursuant to Section 212 of the Companies Act, 1956, relating to Subsidiary Companies, is attached to the Accounts.

In terms of General Exemption, under Section 212(8) of the Companies Act, 1956, granted by Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February, 2011 and in accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with Balance Sheet of the Company. However, the Consolidated Financial Statement is presented in the Annual Report in compliance with the said circular. The Company will provide a copy of annual accounts in respect of each Subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiary Companies.

REGISTER E-MAIL ADDRESS

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 M/s. C B Management Pvt. Ltd., P - 22, Bondel Road, Kolkata - 700 019 E- mail: [email protected]. if shares are held in physical mode or with their DP if the holding is in electronic mode.

MANAGEMENTS DISCUSSION AND ANALYSIS

In accordance with the listing requirement, the Management''s Discussion and Analysis is presented in a separate section forming part of the Annual Report 2014.

PUBLIC DEPOSIT

The Company has neither accepted during the year nor held at the end of the year any Public Deposit.

PARTICULARS OF EMPLOYEES

The Company does not have any employee of the category indicated under Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has no activity relating to conservation of energy and technical absorption. The Company has no foreign exchange earnings and outgo during the year.

LISTING FEES

The Company''s shares are listed in the BSE Limited and the listing fees have been paid up-to-date.

ACKNOWLEDGEMENT

The Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Securities and Exchange Board of India, Registrar of Companies and other government and regulatory agencies and to convey their appreciation to

customers, bankers, and all other business associates for the continuous support given by them to the Company. Your 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: 29.05.2014 For Jaisukh Dealers Ltd.

Sd/- Soumen Sen Gupta Chairman DIN -02290919

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Mar 31, 2013

The Board of Directors has great pleasure in presenting the Annual Report of the Company along with Financial Statement of Accounts for the year ended 31st March 2013.

1. FINANCIAL PERFORMANCE

The Company has commenced its operations during the year under review. Your Company has prepared the Statement of Profit & Loss; net profit of the company during this financial year is Rs.19,96,087.23/-.

2. DEPOSITS

The Company has not accepted any deposits during the financial year within the meaning of Section 58A of the companies Act, 1956 and the rules made there under.

3. AUDITORS'' REPORT

The observations made in the Auditors'' Report are self-explanatory and they do not call for any further comments under section 217 (3) of the Companies Act, 1956

4. AUDITORS

M/s. Bajoria Mayank & Associates, Chartered Accountants, Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, are recommended for re-appointment. A certificate from the Auditors has been received to the effect that the re-appointment if made, would be in accordance with Section 224 (IB) of the Companies Act, 1956.

5. PARTICULARS OF EMPLOYEES

There is no employee whose particulars are to be disclosed under section 217(2A) of the Companies Act, 1956.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby state:

1. That in the preparation of Annual Accounts for the year ended 31st march 2013; the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any.

2. That the Directors have selected appropriate accounting policies and applied them consistently and made judgments & estimates that are reasonable & prudent so as to give a true and a fair view of the state of affairs of the Company as at 31st March, 2013.

3. That 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;

4. That the directors have prepared the annual accounts on going concern basis.

7. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS

The Company is yet to commence its activities in the above area and hence the same is not applicable to the Company.

8. SHARE CAPITAL

During the year under review, the Paid-up Share Capital of the Company has been Rs. 855,000/-.

9. ACKNOWLEDGEMENT

The Directors would like to express their grateful appreciations for the assistance and co- operations received from the various persons associated with the company. Your Directors wish to place on record their deep sense of appreciation for the persons associated with the Company.

For and on behalf of the Board

Place: Kolkata

Date: 2nd August, 2013 KISHAN KUMAR JAJODIA

Director