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You can view full text of the latest Director's Report for the company.

BSE: 538422ISIN: INE508N01025INDUSTRY: Finance & Investments

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0.95
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1.14
Year End :2016-03 

To

The Members,

The Directors have pleasure in presenting the 34th Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2016.

(Rs, in Lac)

Financial Results

Year Ended 31.03.2016

Year Ended 31.03.2015

Total Revenue for the Year

641.59

2548.12

Profit before Tax & Extra-ordinary Items

7.27

44.10

Less : Provision for Taxation

2.26

13.86

Profit after Tax

5.01

30.24

Add : Profit brought forward from Previous Year

69.04

38.80

Balance carried forward to Next Year

74.05

69.04

OVERVIEW OF INDIAN ECONOMY

India’s gross domestic product (GDP) grew 7.6 per cent in 2015-16, powered by a rebound in farm output, and an improvement in electricity generation and mining production in the fourth quarter of the fiscal. Economic growth was estimated at 7.2 per cent in 2014-15.

The growth numbers for the last fiscal, which reinforces India’s position as the world’s fastest-growing large economy, came on the back of a strong 7.9 per cent growth in the last quarter of the fiscal.

The robust headline number, despite faltering private investment, weak capital goods growth and shrinking exports, has reinforced expectations that the RBI would keep its policy rate on hold at its next quarterly review. The central bank has already cut its policy repo rate by 150 basis points since January 2015, reducing it to 6.5 per cent — the lowest level in more than five years.

The strong 7.9 per cent growth in the fourth quarter comes at a time when China has reported a 6.7 per cent in the March quarter — its slowest growth in about seven years.

According to data released by the Central Statistics Office (CSO), the farm sector grew by 2.3 per cent from a year ago compared with a 1.0 per cent contraction in the December quarter. Mining grew 8.6 per cent in the March quarter, up from 7.1 per cent in the previous quarter. Electricity, water and gas production growth surged to 9.3 per cent from 5.6 per cent in the December quarter.

OVERALL PERFORMANCE & OUTLOOK

Gross revenue from operations for the year stood at Rs, 641.59 lac in comparison to last yearsRs, revenue of Rs, 2548.12 lac. During the current financial year, the Company has earned a gross profit of Rs, 7.27 lac in comparison to last year’s profit of Rs, 44.10 lac. In term of Net Profit, the same was stood at Rs, 5.01 lac in comparison to last years’ net Profit of Rs, 30.24 lac.

In regard to segmental revenue, the Company has earned Gross Profit / (Loss) of Rs, (19.08) lac from textile business and Rs, 26.36 lac from finance and investment activities.

Your Company is into the business of trading in textile products and also deploying its surplus funds in the treasury operations as well as carrying trading / investment activities in Shares & Securities, both in Cash & F&O Segment of BSE and NSE.

The Current financial year seems to be challenging for the year due to steep competition in textile business, increase in cost of carrying business and slowdown in rural as well as urban demand. Even the stock market activities are not doing well for the Company as the Company was primarily doing business in mid-cap and small cap stocks, the segment which slowly is drying up at this point of time. However the Company is hopeful of coming out from difficult situation and will do well in coming days.

DIVIDEND AND RESERVES

Due to decline in profit earnings and in order to conserve resources for its financial needs, your Directors do not recommends any dividend for the year under review.

During the year under review, no amount was being transferred to General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs, 2907.0805 Lac. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2016, none of the Directors of the Company holds shares or convertible instruments of the Company.

CORPORATE ACTIONS

During the current financial year, the face value of Equity Shares have been sub-divided from Rs, 10/- to Rs, 1/- effective from 16th December 2015 for the reason of increasing liquidity in the shares of the Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits/(loss) and cash flows for the year ended 31st March 2016.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI LODR Regulations, 2015 during the financial year were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted and thus disclosure in form AOC-2 in term of Section 134 of Companies Act, 2013 is not required. Further, there are no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Regulation 34 of Listing Regulations, the Management Discussion and Analysis is annexed and forms part of the Directors’ Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the year, Mr. Vishal Saraswat has resigned from the Board w.e.f. 18th April 2015 whereas Mr. Nand Kishore Fogla and Mrs. Bharati Fogla have resigned from the Board w.e.f. 12th June 2015.

In place of Mr. Nand Kishore Fogla, the Board has appointed Mr. Ramesh Kr. Saraswat as Managing Director of the Company effective from 13th June 2015. The Company has appointed Mrs. Biva Rani Saha as Women Director (Independent) effective from 15th June 2015.

Further during the year, the Board has appointed Mr. Alok Kr. Das as Independent Director of the Company w.e.f. 18* April 2015 who has resigned from the Board w.e.f. 13 October 2015 due to his other commitments.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board’s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (‘AGM’) of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl.

No.

Name

Designation

Date of Appointment

Date of Resignation

1.

Mr. Vishal Saraswat

Independent Director

-

18th April 2015

2.

Mrs. Bharati Fogla

Independent Director

-

12th June 2015

3.

Mr. Nand Kishore Fogla

Executive Director

-

12th June 2015

4.

Mr. Ramesh Kr. Saraswat

Executive Director

13th June 2015

-

5.

Mrs. Biva Rani Saha

Independent Director

15th June 2015

-

6.

Mr. Alok Kr. Das

Independent Director

18th April 2015

13th Oct 2015

7.

Mrs. Anita Sharma

Independent Director

12th June 2015

15th July 2015

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

OTHER SIGNIFICANT MATTERS

The Board of Directors of the Company have resolved the following businesses in its meeting held on 1st June 2015:

- To change of Name of the Company from Jackson Investments Ltd to Jackson Natural Resources Limited;

- To alter the objects of the Company to incorporate the business of oil and gas exploration;

- To adopt new Articles of Association in alignment with Companies Act, 2013;

- To increase Authorized Share Capital of the Company to the extent of Rs, 100.00 Crore;

- To raise funds by one or various modes including FCCB/GDR in one or more tranches, not exceeding ' 2500/- Crore or equivalent thereto in any foreign currency;

- To increase Borrowing Power up to Rs, 1000 Crore;

- To consider Sub-division in face value of Equity Shares from Rs, 10/- to Rs, 1/- each;

- Appointment of Mr. K. L. Bothra and Mr. P. K. Nandi as Additional Independent Directors;

- Approved the resignation of Mr. Amit Khemka and Mr. Purushottam Khandelwal from Directorship of the Company;

- To seek approval of Members via postal Ballot Rules, 2011 for above transaction.

However due to unavoidable circumstances, all above decisions could not be implemented and thus have been deferred and cancelled. Further, there was no impact on the business of the Company due to no implementation of above decisions.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. 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 as at March 31, 2016 and of the profit/ (loss) of the Company for the year ended on that date;

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. that 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.

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.

BUSINESS RISK MANAGEMENT

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under Listing Regulations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company i.e. www.jacksoninvestltd.com

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS Statutory Auditors

The Auditors M/s Bharat D. Sarawgee & Co., Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 34th Annual General Meeting up to the conclusion of the 37th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013. The Company has obtained written confirmation from M/ s. Bharat D. Sarawgee & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

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 Ms. Priti Agarwal (C. P. No. 9937), Partner of M/ s. A. L. Associates, Kolkata, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as MR-3 in this Annual Report.

Internal Auditors

The Company has appointed M/s Jaiswal Akash & Co., Chartered Accountants, Kolkata (FRN 328324E) as Internal Auditors of the Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employee of the Company during the period.

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

Since the Company is into the trading business of Textile products and also doing Financing and Investment activities (in Shares and Securities); the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review. PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the SEBI LODR Regulations, 2015. Pursuant to Regulation 27 of the SEBI LODR Regulations, 2015, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 30, 2016 By order of the Board

For Jackson Investments Limited

Sd/-

Registered Office : Ramesh Kr. Saraswat

1st Floor, 4, Netaji Subhash Road (DIN : 00243428)

Kolkata-700 001 Managing Director