Jackson Investments Ltd.
|BSE: 538422||Sector: Financials|
|NSE: N.A.||ISIN Code: INE508N01025|
|BSE 00:00 | 09 Mar||Jackson Investments Ltd|
|NSE 05:30 | 01 Jan||Jackson Investments Ltd|
|BSE: 538422||Sector: Financials|
|NSE: N.A.||ISIN Code: INE508N01025|
|BSE 00:00 | 09 Mar||Jackson Investments Ltd|
|NSE 05:30 | 01 Jan||Jackson Investments Ltd|
Your Directors have pleasure in presenting the 37th Annual Report of yourCompany together with the Audited Statements of Accounts for the financial year endedMarch 31 2019.
OVERVIEW OF INDIAN ECONOMY
During the year under review global economic activity lost its momentum resulting ina synchronised slowdown across advanced and emerging market economies. The InternationalMonetary Fund estimated global growth at 3.6% in 2018 down from 3.8% in the previousyear. The Indian economy in FY19 displayed two distinct trends. In the first half of thefinancial year GDP growth was strong at 7.5% though there were inflationary concernslargely due to volatile crude oil prices. The Reserve Bank of India (RBI) raised the reporate by 25 basis points each in June and August 2018. In the second half of the financialyear India's growth momentum slipped off due to rising interest rates tight liquidityconditions and rising risk averseness. This was exacerbated by an across-the-boardslowdown of high-frequency indicators such as sales of two-wheelers passenger vehicleswhite goods and fast moving consumer goods amongst others. Accordingly the CentralStatistics Office revised India's GDP growth estimate for FY19 to 7%. With a benigninflation scenario playing out in the second half of the financial year the RBI reducedthe repo rate by 25 basis points in February 2019. The RBI followed this with anotherreduction in the repo rate by 25 basis points in April 2019. To alleviate the tightliquidity conditions the RBI infused Rs 2.9 trillion through open market operationsduring the year under review. Another liquidity infusing measure by the RBI entaileddollar/rupee buy/sell swap auctions. To augment the flow of credit the RBI amendedvarious guidelines such as easing external commercial borrowings and facilitating anincrease in asset sales through securitisation by relaxing the minimum holding period fromone year to six months. Despite these measures the challenges of slow monetary policytransmission continued to prevail in the system.
NBFCs continued to grow their share in the financial services industry. Data publishedby the RBI in its Financial Stability Report dated 31st December 2018 show thatNBFCs have outperformed scheduled commercial banks (SCBs) on growth in advances assetquality and profitability. This growth momentum of NBFCs should result in their share inthe financial services sector increasing in the near future.
OVERALL PERFORMANCE & OUTLOOK
Gross revenue from operations for the year stood at Rs 469.01 lakh in comparison tolast years' revenue of Rs 163.71 lakh. During the current financial year the Company hasearned a gross profit of Rs 8.17 lakh in comparison to last year's profit of Rs 3.98 lakh.In term of Net Profit the same was stood at Rs 6.07 lakh in comparison to last years' netProfit of Rs 2.96 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 NSE.
During current financial year the Company has operated in single segment viz. financeand investments.
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 2019 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 2019 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 2019 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 2019. The Company continues to focuson judicious management of its working capital. Receivables inventories and other workingcapital parameters were kept under strict check through continuous monitoring. There is noaudit qualification in the standalone financial statements by the statutory auditors forthe 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'Subsidiaries and 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 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section
188 of the Companies Act 2013. There were no materially significant transactions withthe related parties during the financial year which were in conflict with the interest ofthe Company and hence enclosing of Form AOC-2 is not required. Suitable disclosure asrequired by the Accounting Standard (Ind-AS 24) has been made in the notes to theFinancial Statements. All Related Party Transactions are placed before the Audit Committeefor approval. Omnibus approval was obtained on a yearly basis for transactions which areof repetitive nature. Transactions entered into pursuant to omnibus approval are verifiedby the Risk Assurance Department and a statement giving details of all Related PartyTransactions are placed before the Audit Committee and the Board for review and approvalon a quarterly basis. None of the Directors has any pecuniary relationships ortransactions vis--vis the Company
The Company has put in place a mechanism for certifying the Related Party TransactionsStatements placed before the Audit Committee and the Board of Directors from anIndependent Chartered Accountant Firm. The Policy on Related Party Transactions asapproved by the Board of Directors has been uploaded on the website of the Company. Noneof the Directors has any pecuniary relationship or transactions vis--vis the Companyexcept remuneration and sitting fees.
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'
CHANGE IN NATURE OF BUSINESS IF ANY.
There are no changes in the nature of business in the financial year 2018-19.
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 2018-19 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 perrequirements of Regulation 25 of Listing Regulations a person shall not serve as anindependent director in more than seven listed entities: provided that any person who isserving 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. All Independent Directors of the Company havegiven declarations that they meet the criteria of independence as laid down under Section149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion ofthe Board the Independent Directors fulfil the conditions of independence specified inSection 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. TheIndependent Directors have also confirmed that they have complied with the Company's
Code of Business Conduct & Ethics.
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
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 commitmentsaffecting the financial position of the Company between the end of Financial year and dateof 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 2019the applicable accounting standards have been followed along with proper explanationrelating to material departures if any; 2. the directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2019 and of the profit/(loss) of the Company for the year ended onthat date; 3. that the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for 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 compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
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
As an NBFC the Company is exposed to credit liquidity and interest rate risk. On theother hand investment in Stock Market both in Quoted and Unquoted Shares have the riskof change in the price and value both in term of up and down and thus can affect theprofitability of the Company. Risk management is embedded in your Company's operatingframework. Your Company believes that managing risks helps in maximizing returns. TheCompany's approach to addressing business risks is comprehensive and includes periodicreview of such risks and a framework for mitigating controls and reporting mechanism ofsuch risks. The risk management framework is reviewed periodically by the Board and theAudit Committee. However the Company is not required to constitute Risk ManagementCommittee under Listing Regulations 2015.
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.
NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes andIndependence of Director and criteria for appointment of Key Managerial Personnel / SeniorManagement and performance evaluation which are considered by the Nomination andRemuneration Committee and the Board of Directors while making selection of thecandidates. The above policy has been posted on the website of the Company.
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.
AUDITORS Statutory Auditors
Messrs DBS & Associates Chartered Accountants Mumbai (FRN - 018627N) wereappointed as Statutory Auditors of the Company for a period of five consecutive years atthe Annual General Meeting (AGM) of the Members held on September 20 2018 on aremuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.Their appointment was subject to ratification by the Members at every subsequent AGM heldafter the AGM held on September 20 2018. Pursuant to the amendments made to Section 139of the Companies Act 2013 by the Companies (Amendment) Act 2017 effective from May 72018 the requirement of seeking ratification of the Members for the appointment of theStatutory Auditors has been withdrawn from the Statute. Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought. 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. There is no secretarial audit qualification for the year under review.
Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to A K. Das & Co.Chartered Accountants Kolkata (FRN 325204E). The main thrust of internal audit is to testand review controls appraisal of risks and business processes besides benchmarkingcontrols with best practices in the industry. The Audit Committee of the Board ofDirectors actively reviews the adequacy and effectiveness of the internal control systemsand suggests improvements to strengthen the same. The Company has a robust ManagementInformation System which is an integral part of the control mechanism. The AuditCommittee of the Board of Directors Statutory Auditors and the Business Heads areperiodically apprised of the internal audit findings and corrective actions taken. Auditplays a key role in providing assurance to the Board of Directors. Significant auditobservations and corrective actions taken by the management are presented to the AuditCommittee of the Board. To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee.
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 2019 made under theprovisions of 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 ofSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013read with Rules thereunder the Company has not received any complaint of sexualharassment during the year under review.
STATUTORY INFORMATION AND OTHER DISCLOSURES
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. The Disclosure required under Section197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure IV' andforms an integral part of this
Report. A statement comprising the names of top 10 employees in terms of remunerationdrawn and every persons employed throughout the year who were in receipt of remunerationin terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure V' and forms an integral part of thisannual report. The above Annexure is not being sent along with this annual report to themembers of the Company in line with the provisions of Section 136 of the Act. Members whoare interested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Registered Office of the Company 21 days before and up to the date ofthe ensuing Annual General Meeting during the business hours on working days. None of theemployees listed in the said Annexure is a relative of any Director of the Company. Noneof the employees hold (by himself or along with his spouse and dependent children) morethan two percent of the Equity Shares of the Company.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchangesthe disclosure of Report under of Regulation 34(2) of the Listing Regulations is notapplicable to the Company for the year under review.
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 Auditors confirming 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 be"forward-looking statements" within the meaning of applicable securities lawsand regulations. 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.