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Directors Report of Jackson Investments Ltd.

Mar 31, 2016

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


Mar 31, 2015

The Directors have pleasure in presenting the 33rd Annual Report of your Company together with

the Audited Statements of Accounts for the financial year ended March 31, 2015.

(Rs. in Lac)

Financial Result Year Ended Year Ended 31.03.2015 31.03.2014

Total Revenue for the Year 2548.12 1319.78

Profit before Tax & Extra- ordinary Items 44.10 28.98

Less : Provision for Taxation 13.86 8.95

Profit after Tax 30.24 20.02

Add : Profit brought forward from Previous Year 38.80 18.77

Balance carried forward to Next Year 69.04 38.80

OVERVIEW OF ECONOMY

On the heels of China posting its lowest GDP growth rate in almost 25 years, the International Monetary Fund released an update to its World Economic Outlook report predicting that India's economy will overtake China in terms of its annual growth rate by 2016. The IMF released estimates predict that India's economy will grow at 6.3 and 6.5 percent respectively over the next two years. This puts India's projected growth in 2016 ahead of the organization's estimates for China (which stand at 6.8 and 6.3 percent for 2015 and 2016, respectively), leaving India the fastest growing major emerging economy in the world. The IMF's projections represent a substantial increase from the actual growth rates of the Indian economy in 2013 and 2014, when the economy grew by 5 and 5.8 percent respectively. The IMF's World Economic Outlook (WEO) projects global economic growth at 3.5 and 3.7 percent in 2015 and 2016 respectively.

The IMF's reasoning is based primarily on high expectations for Indian Prime Minister Narendra Modi, who has been in office for almost 8 months after winning May 2014's general election. Gian Maria Milesi-Ferretti, deputy director of the IMF's Research Department, told the Times of India that the "reform plans of the new prime minister are promising." However, Milesi-Ferretti cautioned that the implementation of Modi's planned economic reforms will be "key." The prime minister's first eight months in office have resulted in modest attempts at economic reform, but have fallen short of the expectations of many observers. Most notably, Modi has taken concrete steps to make manufacturing a greater proportion of India's GDP (primarily via his "Make in India" initiative).

Global factors also look promising for the Indian economy. For example, the ongoing slump in world oil prices will stimulate the Indian economy by freeing up capital for other uses, including investment in infrastructure and public services. India is a major importer of oil. Despite the positive expectations surrounding the Indian prime minister's economic reform initiatives and favorable external factors, the Indian economy still suffers from negative factors. The new Indian government, despite its overwhelming legislative mandate, has found it difficult to dismantle older regulations that make India an unfavorable or excessively risky investment destination. For example, the Modi government has done little to attract investors by alleviating the negative effects of unlimited liability clauses for foreign suppliers, lax patent rules, and generally cumbersome government bureaucracy — factors that remain from India's previous Congress-led government.

OVERALL PERFORMANCE & OUTLOOK

Gross revenue for the year was Rs. 2548.12 Lac in comparison to last years' figure of Rs. 1319.78 Lac. Further, the Company has earned gross profit of Rs. 44.10 Lac in comparison to last year's figure of Rs. 28.98 Lac. In term of Net Profit, the same was of Rs. 30.24 Lac in comparison to last years' net Profit of Rs. 20.02 Lac.

Contributor to the Gross Profit was of Rs. 5.06 Lac from textile business activities and Rs. 39.03 Lac was gain from investment activities in shares & securities.

The Company is into the Business of trading in Textile Products and deploying the surplus funds if any, in the treasury operations as well as doing trading / investment activities in Shares & Securities, both in Cash & F&O Segment of BSE and NSE.

The outlook for the current year is expected to be challenging due to rise in business cost as well as tuff competition in market as well as lack of consumer demands. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

DIVIDEND AND RESERVES

Due to inadequate profit 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 transferred to General Reserve.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 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, 2015, none of the Directors of the Company hold shares or convertible instruments 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 2015.

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 Clause 49 of the Listing Agreement 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 thus disclosure in form AOC-2 is not required. There were 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 Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

DELISTING OF SECURITIES FROM U. P. STOCK EXCHANGE LTD. (UPSE)

During the year, the Company has opted to de-list its securities from U. P. Stock Exchange Ltd. due to lack turnover and volatility on its exchange, absence of liquidity in the scrip as well as almost Nil volume during the year under review. However, Equity Shares of Company will continue to list on remaining Exchange i.e. on BSE Ltd. (BSE) and Calcutta Stock Exchange Association Ltd. (CSE).

MANAGEMENT

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

DIRECTORS

During the year, Mr. Amlesh Sadhu has resigned from the Board w.e.f. 10th January 2015 and in his place, the Board has appointed Mr. Vishal Saraswat as Non-Executive (Independent) Director of the Company w.e.f. 10th January 2015 who has subsequently resigned from the Board w.e.f. 18th April 2015.

Further, in the Board meeting held on 27th March 2015, the Board has also appointed Mrs. Bharati Fogla as Non-Executive Women Director in order to meet the requirements of Companies Act, 2013 as well as Clause 49 of Listing Agreement.

The Board has appointed Mr. Alok Kr. Das as Independent Director of the Company w.e.f. 18th April 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 Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. Date of Date of No Name Designation Appointment Resignation

1. Mr. Amlesh Sadhu Independent Director - 10th Jan 2015

2. Mr. Vishal Saraswat Independent Director 10th Jan 2015

3. Mrs. Bharati Fogla Independent Director 27th March 2015

4. Ms. Priyanka Agarwal Company Secretary 1st Oct 2014

5. Ms. Nitu Goel Company Secretary - 30th Sept 2014

6. Mr. Rajeev Ghosh CFO 30th Sept 2014

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.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31st March 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 year;

3. 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; and

4. The Directors had prepared the annual accounts on a going concern basis.

5. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments viz. Finance and Capital Market activities.

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

As required under Rule 7 of The Companies (Meetings of Board and its Powers) Rules 2014, the Company has a vigil mechanism named Fraud Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any. The detail of the FRM Policy is explained in the Corporate Governance Report.

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 33rd 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. Neha Poddar, a Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

Internal Auditors

The Company has appointed M/s V. Khandelwal & Associates, Chartered Accountants, Kolkata (FRN 328663E) 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 information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

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

Since the Company is into the business of trading in textile products, financing and into the Investing activities in Shares and Securities; the information regarding conservation of energy, Technology Absorption, Adoption and innovation; under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 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 Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

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 29, 2015 By order of the Board

For Jackson Investments Limited



Registered Office : Nand Kishore Fogla

1st Floor, 4, Netaji Subhash Road (DIN : 00465112)

Kolkata-700 001 Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 32nd Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2014.

(Rs. in Lac)

Financial Results Year Ended Year Ended 31.03.2014 31.03.2013

Sales / Turnover for the Year 1319.78 3547.06

Profit before Tax & Extraordinary Items 28.98 23.89

Less : Provision for Taxation 8.95 7.38

Profit after Tax 20.02 16.50

Add : Profit brought forward from Previous Year 18.77 2.27

Balance carried forward to Next Year 38.79 18.77

OVERVIEW OF ECONOMY

A survey by global consultancy firm Ernst & Young (E&Y) sees India as the world''s most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye-catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.

Since second half of 2012-13, demand management through monetary and fiscal policies has been brought in better sync with each other with deficit targets being largely met. The Reserve Bank cut policy rates by 75 basis points during April 2012 and May 2013 for supporting growth, delayed fiscal adjustment materialized only in second half of 2012-13, by which time the current account deficit (CAD) had widened considerably. The easing course of monetary policy was disrupted by ''tapering'' fears in May 2013 that caused capital outflows and exchange rate pressures amid unsustainable CAD, as also renewed inflationary pressures on the back of the rupee depreciation and a vegetable price shock. The Reserve Bank resorted to exceptional policy measures for further tightening the monetary policy. As a first line of defence, short-term interest rates were raised by increasing the marginal standing facility rate by 200 basis points and curtailing liquidity available under the liquidity adjustment facility since July 2013. As orderly conditions were restored in the currency market by September 2013, the Reserve Bank quickly moved to normalize the exceptional liquidity and monetary measures by lowering the marginal standing facility rate by 150 basis points in three steps. However, with a view to curtailing inflation that was once again rising, the policy repo rate was hiked by 75 basis points.

The World Bank has projected an economic growth rate of 5.7 per cent in FY15 for India, due to a more competitive exchange rate and several significant investments going forward.

India is the third biggest economy in the world in terms of purchasing power parity (PPP), according to a World Bank report. The country was ranked 10th in the previous survey conducted in 2005.

The stakes held by foreign institutional investors (FII) in Indian companies touched a record high in the fourth quarter of FY14. The estimated value of FII holdings in India stands at US$279 billion.

OVERALL PERFORMANCE & OUTLOOK

The Business environment continues to remain sluggish & extremely challenging leading to slowdown in demand of textile products leaving its adverse imprint on overall performance for 2014-2015. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance in terms of net profit during the year to Rs. 20.02 Lac in comparison to last years ''figure Rs.16.50 Lac. The Company has registered a Gross Sales of Rs. 1319.78 Lac for the year in comparison to last years'' Sale of Rs. 3547.06 Lac.

The Company is into the Business of trading in Textile Products and deploying the surplus funds if any, in the treasury operations.

The outlook for the current year is expected to be challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

DIVIDEND

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

SUBSIDIARY COMPANY

The Company does not have subsidiary.

MANAGEMENT DISCUSSION &ANALYSIS

As required by Clause 49 of Listing Agreement, 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. Ravi Kr. Saraswat has been retired from the Board in the AGM held on 30th September 2013. Further, the Board has appointed Mr. Purushottam Khandelwal in place of Mr. Ravi Kr. Saraswat in order to comply with Clause 49 of Listing Agreement.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Amit Khemka, Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. Amit Khemka, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Amit Khemka pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

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 Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014

shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

LISTING OF EQUITY SHARES ON BSE

During the Year, the Equity Shares of the Company have been listed on BSE to provide liquidity to its Members to invest in the Equity Shares of the Company or to provide easy exit route vis-a-versa.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment)Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 year;

3. 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; and

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the trading of Textile products as well as an Investor in Capital & Money Market, requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

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

Existing Auditors M/s Mukesh Choudhary & Associates, Chartered Accountants, Kolkata who are retiring in ensuring Annual General Meeting have expressed their un-willingness to re-appoint themselves as Auditors of the Company

In place of existing Auditors, the Audit Committee recommended M/s Bharat D. Sarawgee &Co. (FRN 326264E), Chartered Accountants, Kolkata for appointment to audit the accounts of the Company from the conclusion of the 32nd 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 under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. Bharat D. Sarawgee & Co.; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under.

The proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDERSECTION 217 (1) (e)OFTHE COMPANIESACT, 1956

The Company is engaged in the business of Finance Sector, trading in Textile Goods and Investment activities in shares & securities, hence the information regarding conservation of energy, TechnologyAbsorption,Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, 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 deposits from the public within the meaning of section 58Aof the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

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 27, 2014 By order of the Board For JACKSON INVESTMENTS LIMITED Registered Office : 1st Floor, NAND KISHORE FOGLA 4, Netaji Subhash Road (DIN : 00465112) Kolkata-700001. Managing Director


Mar 31, 2013

The Members,

The Directors have pleasure in presenting the 31st Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2013.

(Rs. in Lacs)

Year Ended Year Ended Financial Results 31.03.2013 31.03.2012

Sales / Turnover for the Year 3547.06 2012.33

Profit before Tax & Extraordinary Items 23.89 6.01

Less : Provision for Taxation 7.38 1.95

Profit after Tax 16.50 4.05

Add : Profit brought forward from Previous Year 2.27 -1.79

Profit available for appropriation 18.77 2.27

Balance carried forward to Next Year 18.77 2.27

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

BUSINESS OPERATIONS

The Business environment continues to remain extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. The Company has registered a Gross Sales of Rs. 3547.06 Lac for the year in comparison to last years’ Sale of Rs. 2012.33.

The Company is in to the Business of Trading in Textile Products, providing Inter-Corporate Deposits, to Corporate Houses and HNIs as well as investing its surplus fund in Equity Market.

FUTURE PLANS

The Current financial year was remarkable year for the Company. The Company has registered a top line growth of 76.27% for the year. This is showing a consistent performance of the Company even in bad time. The Company has further expanded its business and has done well in spite of adverse Market scenario and tight monetary situation. Your Company is willing to continue to carry these good activities and thus to deliver to its’ investors who have shown faith in the Company.

DIVIDEND

Due to inadequate profit, your Directors do not recommends any dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have subsidiary.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, 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

There is no change in composition of Board during the Financial Year under review.

Further, Mr. Nirmal Kumar Poddar has been resigned from the Board w.e.f 4th April 2013 and the Board has accepted the resignation of Mr. Nirmal Kumar Poddar.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Amit Khemka, Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. Amit Khemka, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Amit Khemka pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 year;

3. 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; and

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the Trading of Textile & Software trading business as well as an Investor in Capital & Money Market, requirement regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

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

The Current Auditors M/s. Baid Ray & Associates have shown their unwillingness for their appointment as Auditors for the financial year 2013-14 and thus Board has approached to another Auditors M/s. Mukesh Choudhary & Associates, Chartered Accountants, Kolkata seeking their consent to appoint as Auditors of the Company.

Your Company has received certificate from the Auditors u/s 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR’S REPORT :

The notes referred to in the Auditor’s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is engaged in the business of Finance Sector, trading in Textile Goods and Investment activities in shares & securities, hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, 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 deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

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, 2013 By order of the Board For Jackson Investments Limited

Registered Office : Nand Kishore Fogla 1, R. N. Mukherjee Road, Managing Director Mezzanine Floor, Room No. 12, Kolkata-700 001


Mar 31, 2012

THE MEMBERS OF

M/s. JACKSON INVESTMENTS LIMITED

Ladies & Gentlemen,

The Directors have pleasure in presenting their 29th Annual Report and Audited Statement of Accounts together with Auditors''Report thereon for the year ended 31st March, 2012.

FINANCIAL RESULTS :

2011-2012 2010-2011



Operational Revenue and Other Income 201,428,851 221,268,408

Profit/(Loss) before Exceptional and extraordinary items and Tax 600,887 107,603

Provision for Taxation :

Current Tax: Tax on Income 195,470 33,249

Add/{Less) : MAT Receivable — 195,470 — 33,249

Deferred Tax — —

Profitf(Loss) after Tax (from continuing 405,417 74,354

operation and for the year)

Add : Surplus brought forward from last year 178,788) (253,142)

Net Surplus carried over 226,629 (178,788)

OPERATIONAL REVIEW :

The company has earned a net Profit Rs. 405,417/-{Previous year Rs. 74,344/-) after providing/ paying tax Rs. 195,470/- {Previous year Rs. 33,249/-). The Comparative financial performance are given above. Your directors hope further better results in the Coming years.

DIVIDEND :

In view of insignificant profit earned during the year, your Directors do not recommend any payment of dividend for the year.

DIRECTORS :

Mr. Amit Khemka, the Director of the Company, retires by rotation at the conclusion of the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The tenure of the Office of Mr. Amatesh Sadhu, who was appointed as Additional Director by the Board at its meeting held on 31/07/2012, expire at the conclusion of the ensuing Annual General Meeting. The Board has received notice u/s. 257 for proposal of his candidature for the office of Director.

AUDITORS :

M/s. Jain Sonu & Associates, Chartered Accountants, the Auditors of the Company retire at the conclusion of the forthcoming Annual General Meeting and has provided a Certificate regarding their eligibility for reappointment as the Auditors in terms of section 224{1-B) of the Companies Act, 1956.

AUDITORS REMARK :

With respect to auditors'' remark in point no. (i) in the annexure to their report, your Directors wish to clarify that the IT. Demands will be adjusted with the refundables of the Company.

SECRETARIAL COMPLIANCE CERTIFICATE :

Compliance Certificate issued by Company Secretary in whole time practice under section 383A of the Companies Act, 1956 is annexed to this Report.

DIRECTORS RESPONSIBILITY STATEMENT :

According to section 217(2AA) Board''s report confirm :-

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 period ;

(iii) 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 ;

(iv) that the directors had prepared the annual accounts on a going concern basis. STATUTORY INFORMATION :

1) Conservation of Energy and Technology Absorption

In case of present activities of the Company, there was no scope for conservation of energy or technology absorption.

2) Foreign Exchange Earning/Outgo

There was no foreign exchange earning/outgo during the year under review.

3) Public Deposit

The Company has neither accepted any deposit from the Public during the year under review nor it held any such deposit at the year end.

4) Particulars of Employees

No employee is covered by section 217(2A) of the Companies Act, 1956.

5) Other Provisions

Other provisions of section 217 of the Act are not applicable in the present case of our

Company.

Cash Flow Statement :

The Cash flow Statement for the year ended 31st March, 2012, pursuant to clause 32 {as amended) of the Listing Agreement with Stock Exchange is annexed herewith.

LISTING FEES :

The Listing fees has not been paid for the year.

CORPORATE GOVERNANCE :

Your Company has been practicing the principles of good Corporate Governance over the years.

The Board of directors Supports the Broad Principles of Corporate Governance. In addition to the basic Governance Issues, the Board lays strong emphasis on transparency, accountability

and integrity.

Pursuant to Clause 49 of the listing agreement with the Stock Exchange a management discussion and analysis and Report on Corporate Governance along with Auditors Certificate on its Compliance is annexed hereto separately, forming part of the Annual Report.

ACKNOWLEDGEMENTS :

The Board wishes to place on record its deep appreciation for the whole hearted Co-operation and assistance received from the Bankers, Clients, Govt/Semi-Govt. Agencies and all others associated with the Company, for support and trust reposed on it by the shareholders and for the valuable services and contributions made by the employees of the Company.

Yours faithfully, For and on behalf of the Board

Sd/- Nand Kishore Fogla Place : Kolkata (NAND KISHORE FOGLA) Date : 5th September, 2012 Chairman


Mar 31, 2011

THE MEMBERS OF

M/s. JACKSON INVESTMENTS LIMITED

Ladies & Gentlemen,

The Directors have pleasure in presenting their 28th Annual Report Audited statement°f Accounts together with Auditors''Report thereon for the year ended 31st March, 2011.

FINANCIAL RESULTS : 2010-2011 2009-2010 (Rs.) (Rs

Total Income 2,948,969 2,780,004

107 603 319,577 Profit before Tax

Provision for Taxation :

Current year: On Income 33.249 54.631

Add : MAT Receivable — 33.249 18.734 73.365

Profit after Tax '' 74.354 246.212

Balance brought forward from last year (253.142) (499.354)

Balance carried over to Balance Sheet (178.788) (253.142)

HPFPATIQNAL REVIEW :

u Mm»H a npt Profit Rs 74 344/- (Previous year Rs. 246,212/-) after providing/ EOT S^r^ir^^^^S/O^.eComUvef^ncia, penance are

w given above. Your directors hope better results in the Coming years.

DIVIDEND :

in v,ew of insufficient profit earned during the year, your Directors do not recommend any payment of dividend for the year.

DIRECTORS :

Mr NirmalKr Poddar, the Director of the Company, retires by rotation at the conclusion of the ensuing Annual General Meeting and being eligible offers himself for reappointment.

AUDITORS :

Mfc A Tibrewal& Associates, Chartered Accountants, the Auditors of the Company retire at the

a£££ X,^coming Annual Genera, Meeting and ^^^^^ST^S^ their eligibility for reappointment as the Auditors in terms of section 224{1-B) of the Companies

Act, 1956.

AUDITORS REMARK:

With respect to auditors'' remark in point no. (i) in the annexure to their report, your Directors wish to clarify that the IT. Demands will be adjusted with the refundabtes of the Company.

SECRETARIAL COMPLIANCE CERTIFICATE :

Compliance Certificate issued by Company Secretary in whole time practice under section 383A of the Companies Act, 1956 is annexed to this Report.

niRECTORS RESPONSIBILITY STATEMENT :

According to section 217(2AA) Board''s report confirm :-

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 period ;

(iii) 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 ;

(iv) that the directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION :

1) Conservation of Energy and Technology Absorption

In case of present activities of the Company, there was no scope for conservation of energy or technology absorption.

2) Foreign Exchange Earning/Outgo

There was no foreign exchange earning/outgo during the year under review.

3) Public Deposit

The Company has neither accepted any deposit from the Public during the year under review nor it held any such deposit at the year end.

4) Particulars of Employees

No employee is covered by section 217(2A) of the Companies Act, 1956.

5) Other Provisions

Other provisions of section 217 of the Act are not applicable in the present case of our Company.

Cash Flow Statement :

The Cash flow Statement for the year ended 31st March, 2011, pursuant to clause 32 {as amended) of the Listing Agreement with Stock Exchange is annexed herewith.

LISTING FEES :

The Listing fees has not been paid for the year.

CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good Corporate Governance over the years.

The Board of directors Supports the Broad Principles of Corporate Governance.

In addition to the basic Governance Issues, the Board fays strong emphasis on transparency, accountability and integrity.

Pursuant to Clause 49 of thelisting agreement with the Stock Exchange a management discussion and ''analysis and Report on Corporate Governance along with Auditors Certificate on its Compliance is annexed hereto separately, forming part of the Annual Report.

ACKNOWLEDGEMENTS :

The Board wishes to place on record its deep appreciation for the whole hearted Co-operation and assistance received from the Bankers, Clients, Govt/Semi-Govt. Agencies and all others associated with the Company, for support and trust reposed on it by the shareholders and for the valuable services and contributions made by the employees of the Company.

Yours faithfully, For and on behalf of the Board

Am it Khemka Place : Kolkata Chairman Date : 5th September, 2011.

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