Your Directors have pleasure in presenting the 36th Annual Report of your Companytogether with the Audited Statements of Accounts for the financial year ended March 312018.
| || ||(Rs in Lakh) |
|Financial Results ||Year Ended ||Year Ended |
| ||31.03.2018 ||31.03.2017 |
|Total Revenue for the Year ||163.71 ||432.71 |
|Profit before Tax & Extra-ordinary Items ||3.98 ||4.83 |
|Less : Provision for Taxation (including Deferred Tax) ||1.03 ||1.49 |
|Profit after Tax ||2.96 ||3.34 |
|Add : Profit brought forward from Previous Year ||77.39 ||74.05 |
|Balance carried forward to Next Year ||80.36 ||77.39 |
OVERVIEW OF INDIAN ECONOMY
Growth is increasing making India the fastest-growing G20 economy. Investment andexports supported by the smoother implementation of the new goods and services tax (GST)are becoming major growth engines. Inflation will hover within the target band withupside risks reflecting rising oil prices and an increase in housing allowance for publicemployees. The current account deficit will increase. Job creation in the formal sectorwill remain sluggish leaving the vast majority of workers in low-productivity lowpaidactivities.
Fiscal and monetary policies are projected to remain broadly neutral. To reduce therelatively high public debt-to-GDP ratio containing contingent fiscal liabilities is keyincluding through better governance of public enterprises. Better risk assessment in bankswould allow allocating financial resources to the best projects and avoiding a newincrease in non-performing loans. Investing more in education and training combined witha modernisation of labour laws would help create better jobs and make growth moreinclusive.
OVERALL PERFORMANCE & OUTLOOK
Gross revenue from operations for the year stood at Rs 163.71 lakh in comparison tolast years revenue of Rs 432.71 lakh. During the current financial year the Company hasearned a gross profit of Rs 3.98 lakh in comparison to last year s profit of Rs 4.83 lakh.In term of Net Profit the same was stood at Rs 2.96 lakh in comparison to last years netProfit of Rs 3.34 lakh.
Your Company is into the business of deploying its surplus funds in the treasuryoperations as well as carrying trading / investment activities in Shares & Securitiesboth in Cash & F&O Segment of BSE and NSE.
During current financial year the Company has operated in single segment viz. financeand investments and has discontinued its textile activities due to imposing GST as well asdue to increase in overhead expenses as well decreasing profit margin ratio due to highercompetition.
The Company s business in current financial year was more or less satisfactory lookingto its discontinued activities in textile segment. In regard to NBFC activities thesliding of interest rates has reduced its revenue and the inflow of huge money in bankingsector due to recent past demonetization process by Indian Government is also continue toaffect the profit margin of the Company.
Company is hopeful of coming out from difficult situation and will do well as timeprogresses.
DIVIDEND AND RESERVES
Due to inadequate profit earnings and in order to conserve resources for its financialneeds 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.
The paid up Equity Share Capital as on March 31 2018 was Rs 2907.0805 Lakh. During theyear under review the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity. As on March 31 2018 none of the Directors of theCompany holds shares or convertible instruments of the Company.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on March 31 2018 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company s state of affairsprofits and cash flows for the year ended March 31 2018.
The Company continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.
There is no audit qualification in the standalone financial statements by the statutoryauditors for the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.
The Company does not have any material subsidiary as defined under the ListingRegulations. However it has formulated a policy for determining its Material Subsidiariesand the same is available on the website of the Company viz. www.jacksoninvestltd.com
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and Regulation 23 of Listing Regulations; during the financial year were in theordinary course of business and on an arm s length pricing basis and do not attract theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are notattracted and thus disclosure in term of Section 134(3)(h) r/w Rule 8 (2) of the Companies(Accounts) Rules 2014 and under Regulation 34(3) & 53(f) Para A of Schedule V ofSEBI(LODR) Regulations 2015 is attached as Annexure I. Further there are no materiallysignificant transactions with related parties during the financial year which were inconflict with the interest of the Company. Suitable disclosure as required by theAccounting Standards
(AS18) has been made in the notes to the Financial Statements. The policy on RelatedParty Transactions as approved by the Board is uploaded on the Company s website.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribedunder Part B of Schedule V read with regulation 34 (3) of the Listing Regulations 2015 isprovided in a separate section and forms part of the Directors Report.
CHANGE IN NATURE OF BUSINESS IF ANY.
During current financial year the Company has discontinued its operation in textilesegment however the Company is continue to be operating in finance and investment segmentof its business.
The Board of Directors have laid down the manner for carrying out an annual evaluationof its own performance its various Committees and individual directors pursuant to theprovisions of the Act and relevant Rules and the Corporate Governance requirements are incompliance with Regulation 17 of Listing Regulations 2015. The performance of the Boardwas evaluated by the Board after seeking inputs from all the Directors on the basis ofvarious criteria such as Board Composition process dynamics quality of deliberationsstrategic discussions effective reviews committee participation governance reviews etc.The performance of the Committees was evaluated by the Board after seeking inputs from theCommittee members on the basis of criteria such as Committee composition processdynamics deliberation strategic discussions effective reviews etc. The Nomination andRemuneration Committee reviewed the performance of the individual Directors on the basisof the criteria such as transparency analytical capabilities performance leadershipethics and ability to take balanced decisions regarding stakeholders etc.
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during thefinancial year 2017-18 are given in the separate section of Corporate Governance Report.
All Committees of the Board of Directors are constituted in line with the provisions ofthe Companies Act 2013 and applicable regulations of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
There is no Change in Management of the Company during the year under review.
There is no change in composition of Board during the year under review.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Further none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act 2013.
As per provisions of Section 149 of the 2013 Act independent directors shall holdoffice for a term up to five consecutive years on the board of a company but shall beeligible for re-appointment for another term up to five years on passing of a specialresolution by the company and disclosure of such appointment in Board s Report. FurtherSection 152 of the Act provides that the independent directors shall not be liable toretire by rotation in the Annual General Meeting ( AGM ) of the Company.
As per requirements of Regulation 25 of Listing Regulations a person shall not serveas an independent director in more than seven listed entities: provided that any personwho is serving as a whole time director in any listed entity shall serve as an independentdirector in not more than three listed entities. Further independent directors of thelisted entity shall hold at least one meeting in a year without the presence ofnon-independent directors and members of the management and all the independent directorsshall 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. ||- ||- ||- ||- |
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position ofthe Company between the end of Financial year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statement in terms of Section 134(3)(c) of theCompanies Act 2013:
1. that in the preparation of the Annual Accounts for the year ended March 31 2018the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
2. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2018 and of theprofit/(loss) of the Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and
6. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Innovation and Technology are synonymous with the Company. The investment in technologyacts as a catalyst and enables the Company to be innovative.
BUSINESS RISK MANAGEMENT
Risk management is embedded in your Company s operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company s approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee underListing Regulations.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Your Company has an Internal Control System which is commensurate with the sizescale scope and complexity of its operations. To maintain its objectivity andindependence an independent firm of Chartered accountants has been appointed as theInternal Auditors who report to the Chairman of the Audit Committee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system in your Company its compliance with operating systems accountingprocedures and policies of your Company. Based on the report of the Internal Auditorsplaced before the Audit Committee process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. The internal controls have beenreported by the Auditors to be adequate and effective during the year.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle 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 progressiveresearch and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
M/s ADSR & Associates Chartered Accountants Kolkata (FRN 329843E) are thestatutory auditors of the Company for the year ended March 31 2018. Further M/s ADSR& Associates Chartered Accountants Kolkata (FRN 329843E) have expressed theirun-willingness to reappoint themselves as Statutory Auditors of the Company after theconclusion of 36th Annual General Meeting due to their other commitments resulting into acasual vacancy in the office of Statutory Auditors of the Company as envisaged by section139(8) of the Companies Act 2013.
The Company is looking to fill the casual vacancy caused due to the resignation of M/s.ADSR & Associates Chartered Accountants Kolkata (FRN 329843E) effective from theconclusion of 36th Annual General Meeting.
The Audit Report given by ADSR & Associates Chartered Accountants Kolkata (FRN329843E) (erstwhile Statutory Auditors) for the financial year 2017-18 forming part ofthis Annual Report.
Their appointment as the statutory auditors will be ratified at the ensuing AnnualGeneral Meeting pursuant to the provisions of Section 139 of the Companies Act 2013 andRules made thereunder.
There is no audit qualification reservation or adverse remark for the year underreview.
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 hasappointed Ms. Kirti Daga (C. P. No. 14023) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed as MR-3 in this Annual Report as AnnexureII.
The Company has appointed M/s A K. Das & Co. Chartered Accountants Kolkata (FRN325204E) as Internal Auditors of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return for the financial year ended 31st March 2018 made under the provisionsof Section 92(3) of the Act is attached as Annexure III to this report.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thesame is not applicable to the Company as none of employee is drawing remuneration inexcess of the limits set out in the said rules and thus no disclosure has been provided inthis Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 by way of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2016 dated June 30 2016 ("Amended ManagerialRemuneration Rules 2016") the report is not applicable to the Company.
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 thereunder the Companyhas 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 doingFinancing and Investment activities (in Shares and Securities); the information regardingConservation of Energy Technology Absorption Adoption and Innovation as defined undersection 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 yearunder review.
During the year under review your Company has not accepted any deposit from the publicfalling within the ambit of Section 73 of the Companies Act 2013 and The Companies(Acceptance of Deposits) Rules 2014.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from the Company s Auditorsconfirming compliance forms an integral part of this Report.
Statements in this Directors Report and Management Discussion and Analysis describingthe Company s objectives projections estimates expectations or predictions may beforward-looking statements within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied.
Your Directors wish to place on record their appreciation towards the contribution ofall the employees of the Company and their gratitude to the Company's valued customersbankers vendors and members for their continued support and confidence in the Company.
| ||By order of the Board |
|Registered Office : ||For Jackson Investments Limited |
|1st Floor 4 Netaji Subhash Road ||Sd/- Ramesh Kr. Saraswat |
|Kolkata-700 001 ||(DIN : 00243428) |
|Kolkata May 30 2018 ||Managing Director |