Jackson Investments Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your Directors have pleasure in presenting the 43^rd Annual Report of your Company together with the Audited
Statements of Accounts for the year ended March 31,2025.

Financial Results	Year Ended	Year Ended
	31.03.2025	31.03.2024
Revenue for the year	59.49	59.73
Profit/(Loss) before Tax, Depreciation and Finance Cost	(86.23)	(204.19)
Less: Finance Expenses	-	-
Profit/(Loss) before Depreciation/Amortization (PBDT)	(86.23)	(204.19)
Less: Depreciation	-	-
Net Profit/(Loss) before Taxation (PBT)	(86.23)	(204.19)
Less: Provision for Taxation (including Deferred Tax)	0.00	0.12
Add/(Less): Extra-ordinary Items (Excess Provisioning)	-	-
Profit/(Loss) after Tax & Extra-ordinary Items	(86.24)	(204.30)
Less: Transfer to General Reserves	-	-
Profit/ (Loss) available for Appropriation	(86.24)	(204.30)
Add: Profit/(Loss) brought forward from Previous Year	(241.30)	147.16
Adjustment for Expected Credit Loss (Prior periods)	-	(184.16)
Balance of Profit/ (Loss) carried forward	(327.53)	(241.30)

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at ? 59.49 lakh in comparison to last years’ revenue of ? 59.73 lakh. In term of Profit
before taxation, the Company has earned a Profit/(Loss) of ? (86.23) lakh in comparison to last years’ Profit/(Loss) of ?
(204.19) lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at ? (86.24) lakh in comparison to last financial
year’s Profit/(Loss) of ? (204.19) lakh.

DIVIDEND & RESERVES

In view of losses, your Directors do not propose any dividend for the year under review.

During current financial year, sum of Rs. Nil has been transferred in General Reserve.

SHARE CAPITAL & LISTING

The paid up Equity Share Capital as on March 31, 2025 was R 29.07 Crore consisting of 29,07,08,050 Equity Shares of Rs.
1/- each. During the year under review, the Company has not issued any share with differential voting rights; nor
granted stock options nor sweat equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of
the Company hold instruments convertible in to Equity Shares of the Company.

The Company’s Equity Shares are listed on the BSE Limited (“BSE”). The Equity Shares are actively traded on BSE. The
shares of the Company are not suspended from trading from BSE platform.

CORPORATE GOVERNANCE

Your Directors believe that corporate governance is an ethically driven business process that is committed to values
aimed at enhancing the growth of your Company. The endeavour is to continue and move forward as a responsible and
sustainable Company in order to attract as well as retain talents, investors and to maintain fulfilling relationships with
the communities and take all possible steps in the direction to re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to
comply with the code of conduct framed for the Board and senior management under SEBI Listing Regulations and have
maintained high standards of corporate governance based on the principle of effective implementation of internal
control measures, adherence to the law and regulations and accountability at all levels of the organization.

Your Company’s corporate governance practices are driven by effective and strong Board oversight, timely disclosures,
transparent accounting policies and high levels of integrity in decision making. The corporate governance report of the
Company for the Year Under Review as required under the applicable SEBI Listing Regulations is attached hereto and
forms part of this report. The requisite certificate from Statutory Auditors, M/s S P M L & Associates, Chartered
Accountants, confirming compliance with the conditions of corporate governance is attached to the corporate
governance report.

GENERAL RESERVES

The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As
the General reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of
profit and loss.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2025 has
been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements 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 and cash flows for the year ended March 31,
2025.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially
adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses
standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited
financial results on an annual basis.

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.

BUSINESS SEGMENT

Your Company is into the business of Finance & Investments in accordance with the Accounting Standard 17 notified
by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & 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, Associate or Joint Venture Companies during the reporting period.
The Company also does not have any Subsidiary, Associate and Joint Venture Company who ceased to be Subsidiary,
Associate and Joint Venture during the year.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a “Policy for determining material Subsidiary Companies” of the Company. This policy is
available on your Company’s website at https://www.jacksoninvestltd.co.in/company-policies-procedure.html

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year,
were in the ordinary course of business and on an arm’s length pricing basis in compliance of the requirements of the
provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related
parties during the financial year, which were in conflict with the interest of the Company. The requisite details under
Form AOC-2 in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the
Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on
a yearly basis for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions
are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the
Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the
Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except
remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with
Related Party Transactions which is available on its website at the link: https://www.jacksoninvestltd.co.in/company-
policies-procedure .html

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V
read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the
Directors’ Report.

MATERIAL CHANGES AFFECTING THE COMPANY

Apart from disclosures made in this Report and the audited financial statements for the Year Under Review no material
changes and commitments have occurred after the closure of the year till the date of this Report, which affect the
financial position of the Company.

CHANGES IN NATURE OF BUSINESS, IF ANY.

There are no changes in the nature of business in the financial year 2024-25.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.

MEETING OF THE INDEPENDENT DIRECTORS

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the
SEBI LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on
February 1, 2025 wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive
Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and
the Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience,
independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of
focus or expertise of individual Board members have been highlighted.

Matrix setting out the skills/expertise/competence of the Board of Directors

Sl. No.	Essential Core skills/expertise/competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1.	Strategic and Business Leadership	The Directors and especially the Managing Director have many years of experience.
2.	Financial expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3.	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4.	Knowledge and expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2024-25 are given in
the separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and
applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

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

DIRECTORS

There was no change in composition of Board during the current financial year in comparison to last financial year.

The details of programme for familiarization of Independent Directors with the Company, nature of the business
segments in which the Company operates and related matters are put up on the website of the Company

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the
persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules
made thereunder and are independent of the management.

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

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Ramesh Kr. Saraswat (DIN: 00243428),
Executive Director of the Company, being longest in the office, retires by rotation at the ensuing annual general
meeting and being eligible offers himself for re-appointment. He has given a declaration in terms of Section 164(2) of
the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

INDEPENDENT DIRECTORS & KMPs

The Board has 3 (three) Independent Directors as on March 31, 2025, representing diversified fields and expertise.
Details are provided in the appropriate section of the corporate governance report. The independent directors have
submitted their declarations of independence stating that they meet the criteria of independence as required in terms of
the provisions of section 149 (7) of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulation 16 of the SEBI Listing Regulations, as amended from time to time.

The Company has also received confirmation from all the independent directors of their registration with the
Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read
with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the independent directors possess the requisite expertise and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) and are persons of high integrity and
repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the
management.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	-	-	-	-

PERFORMANCE EVALUATION

During the Year under review, the formal annual evaluation of the performance of the Board, its committees and
individual directors was carried out, in the Company by the independent directors, and the Board, in compliance with
the Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time.

The performance of non-independent directors, Board as a whole and the chairman was done by the independent
directors of the Company. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

An indicative criterion of evaluation was circulated to the directors to facilitate such evaluation. Based on the feedback
of the directors and on due deliberations of the views and counter views, the evaluation was carried out in terms of the
NRC Policy and such indicative criterion. The Board sought the feedback of directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance
practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India.

The evaluation process endorsed the Board confidence in the ethical standards of the Company, the resilience of the
Board and the management in navigating the Company during challenging times, cohesiveness amongst the Board,
constructive relationship between the Board and the management, and the openness of the management in sharing
strategic information to enable Board to discharge their responsibilities and fiduciary duties.

FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarisation programme for the independent directors is customised to suit their individual interests and area of
expertise. The directors are usually encouraged to interact with members of senior management as part of the induction
programme. The senior management make presentations giving an overview of the Company’s strategy, operations,

products, markets and group structure, Board constitution and guidelines, and the major risks and risk management
strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and
facilitates their active participation in overseeing the performance of the management.

The details of the familiarization program conducted during the Year Under Review can be accessed from Company
website https://www.jacksoninvestltd.co.in/company-policies-procedure.html.

NOMINATION & REMUNERATION POLICY

The Company has devised a Nomination and Remuneration Policy (“NRC Policy”) which inter alia sets out the guiding
principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the
appointment as directors, key managerial personnel (“KMPs”) and senior management personnel (“SMPs”).

The NRC Policy has been framed with the objective-

a. to ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;

c. to adopt best practices to attract and retain talent by the Company; and

d. to ensure diversity of the Board of the Company

The NRC Policy specifies the manner of effective evaluation of performance of Board, its committees and individual
directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent
external agency and review its implementation and compliance. During the Year Under Review, there has been no
change in the NRC Policy.

The NRC Policy of the Company can be accessed at the website of the Company at
https://www.jacksoninvestltd.co.in/company-policies-procedure.html.

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 has been no material change and commitment 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 31^st March 2025, all the applicable accounting
standards prescribed by the Institute of Chartered Accountants of India 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, 2025 and of the profit 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 this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts 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.

BUSINESS RISK MANAGEMENT

The Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock Market, both
in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and down and thus
can affect the profitability of the Company.

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.

Further, the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by
management and the relevant board committees, including the audit committee, the Board is of the opinion that the
Company’s internal financial controls were adequate and effective during FY 2024-25.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the
criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of
Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination
and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy
has been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has
established the necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine
concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics
policy. The Company has disclosed the policy on the website of the Company i.e.
https://www.jacksoninvestltd.co.in/company-policies-procedure.html

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.

AUDITORS
Statutory Auditors

Messrs. S P M L & Associates, Chartered Accountants, Mumbai (FRN - 136549W) were appointed as Statutory
Auditors of the Company for a period of five consecutive years at the 41st Annual General Meeting (AGM) of the
Members held on September 22, 2023 and to hold office upto 46^th AGM.

The Report given by M/s. S P M L & Associates on the financial statement of the Company for the FY 2024-25 is
part of the Annual Report. The Notes on financial statement referred to in the Auditor’s Report are self¬
explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification,
reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any
matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca)
of the Act.

There is no audit qualification, reservation, adverse remarks by Auditors for the year under review. Remarks in
the paragraph “Emphasis of Matters” of Audit Report; have been addressed below -

Comment by Auditors	Management Comments
Certain balances of trade receivables, trade payables, and loans and advances are subject to confirmation, reconciliation, and consequential adjustments, if any. The management has obtained confirmations for some of these balances and is in the process of obtaining the remainder (Note 37(b) to financial statements).	The Company is in process of obtaining balance account confirmation, as stated in the queries raised by Auditors.
The Company has ongoing matter with ‘Office of Registrar of Companies, West Bengal’ (‘ROC’) (Letter ROC/TS/206(4)/ Inquiry/490/23/3836 dated 9 August 2024), wherein, ROC has ordered an inquiry in the books of accounts & other records / papers of the Company, which inter alia, involves a past matter relating to ‘loan’ receipt / ‘payment’. The management has represented that it does not expect any negative outcome on account of the said matter (Note 24.1 to financial statements)	The Officials of the Company together with Professional Consultants have been appeared before Authorities and have submitted clarification/documents in the mater, to the satisfaction of Authorities.
In accordance with Object clause A. - 1. & 2. of its ‘Memorandum of Association’, the Company is engaged in Investments and trading of shares and securities and other financial activities and meets the criteria specified under Section 45-IA of the Reserve Bank of India Act, 1934, requiring registration as a Non-Banking Financial Company (NBFC). However, the Company has not obtained such registration from the Reserve Bank of India.	The Company will apply for obtaining NBFC License under Section 45-IA of the Reserve Bank of India Act, 1934
The Company holds investments in various unlisted companies, valued at INR 778.43 Lakhs as on 31 March 2025. The Company had last undertaken fair value assessment of these investments by obtaining valuation reports for valuation as on 31 March 2024. The management have undertaken self-assessment of these investments as on 31 March 2025 and based on the same, they do not expect any material changes to the fair value determined under previous valuation reports. Therefore, the management has decided to carry same fair value of investments as on 31 March 2025. We have solely relied on management’s representation in this regard. (Note 6.1 to financial statements)	The valuation has been taken based on last Annual Accounts of unlisted companies.
The Company holds ‘stock-in-trade’ of shares in listed Companies, which are not currently traded on any stock exchange (Calcutta Stock Exchange). Based on Company’s anticipated recovery at disposal of these shares, the Company has valued such stock-in-trade’ at nominal value of INR 1 per share, totaling to INR 1.49 Lakhs. (Note 5.1 to financial statements)	The valuation has been taken based on last traded price on CSE.
During past years / periods, the Company had given various advances (recoverable in cash / kind) totaling to INR 956.38 Lakhs (gross value) - shown under ‘Other financial assets (current)’. The management has explained us that these advances were given for the purpose of acquiring of shares / securities; however, such acquisition is pending as on balance sheet date. The management is in process of either settling these transactions by acquisition of shares / securities, or by squaring off the advances through repayment. We have solely relied on management’s representation in this regard (Note 10.1 to financial statements).	The Company is in process of settling these accounts, either by way of acquiring shares or by receipt of advances paid.
Based on our review, it is observed that interest income is not recognized on some of outstanding loans and advances given to various parties as interest income could not be crystallized from such parties. However, the management is of the opinion that it will be able to soon recover the principal amount from these parties. The Company has considered ECL provision in respect of these parties as per the policy adopted considering them as credit-impaired financial assets. In the absence of any further details / documents, we have solely relied on management’s representation with regard to the items of these loans and the ECL	The Company is in process of settling these accounts, either by way of acquiring shares or by receipt of advances paid.

provision thereof.
The Company has outstanding ‘trade receivables’ for more than 3 years, totaling to 303.72 Lakhs (gross value) in respect of shares transferred by it to such parties. The management is of the opinion that it is in process of recovering these amounts. The Company has considered ECL provision in respect of these parties as per the policy adopted considering them as credit-impaired financial assets.	The Company is in process of settling these accounts, either by way of acquiring shares or by receipt of advances paid.
The Company has a dormant bank account (held with Kotak Mahindra Bank) totaling to 0.20 lakhs, reflected in the books of accounts. The balance is pending confirmation and may require adjustments upon receipt of relevant statements. (Note 8.1 to the financial statements).	The Company is in process of closing these dormant bank accounts.

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 Mrs. Kriti Daga, Company
Secretaries in Practice (C. P. No. 14023) on 1^st February 2025, to undertake the Secretarial Audit of the Company
for FY 2024-25. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this
Annual Report as Annexure II. The same does not contain any qualification, reservation or adverse remark.

Further, the Appointment of Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No. 14023) is also
recommended to members at ensuing 43^rd AGM for the term of next 5 years commencing from F.Y. 2025-26.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance
by Mrs. Kriti Daga for the FY2024-25 has been submitted with BSE.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/revised standard operating procedures. The Company’s internal control system is
commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted
to M/s A. K. Das & Co., Chartered Accountant Firm, Kolkata (FRN - 325204E). The main thrust of internal audit is
to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best
practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust Management
Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are
periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing
assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal
Audit function 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 of the Annual Return for the
financial year ended 31^st March, 2025 made under the provisions of Section 92(3) of the Act is attached as Annexure IV
to this report.

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

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual
harassment during the year under review. Neither there was a case pending at the opening of Financial Year, nor has
the Company received any Complaint during the year.

DETAIL OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the financial Year under Review, neither any application is made by the Company nor is any proceeding
pending under the Insolvency and Bankruptcy Code, 2016.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing and investing 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.

The Disclosure required under Section 197(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 ‘V’ and forms an integral part of this
Report. A statement comprising the names of top employees in terms of remuneration drawn and every persons
employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘VI’ and forms an
integral part of this annual report. The aforesaid Annexure is also available for inspection by Members at the Registered
Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business
hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees
hold (by himself or along with his spouse and dependent children) more than 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 Exchanges, the disclosure of Report
under of Regulation 34(2) of the Listing Regulations is not applicable 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 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.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of
the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors’ Report are self-explanatory and do not call for any further
comments. The Auditors’ Report does not contain any qualification, reservation, however comments as stated in the
Paragraph “Emphasis of Matters, in their Annual Report, for the Financial Year 2024-25 have been explained on Page
26-27 of the Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of
frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a
certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state that during Financial Year 2024-25:

• The Company has not issued any Equity Shares with differential rights as to Dividend, Voting or otherwise.

• The Company has not issued any Sweat Equity Shares during the year.

• There are no significant or material orders passed against the Company by the Regulators or Courts of Tribunals
during the year ended March 31, 2025 which would impact the going concern status of the Company and its
future operations.

• The Central Government has not prescribed the maintenance of cost records for any of the products of the
Company under sub-section (1) of Section 148 of the Companies Act, 2013 and the Rules framed there under.

• There is no change in nature of business of the Company during the year.

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 place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank
of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other
regulatory Authorities, stock exchanges, other statutory bodies, Company’s bankers, Members and employees of the
Company for the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the year. Our employees are
instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing
support.

By order of the Board

Kolkata, September 2, 2025 For Jackson Investments Limited

S/d-

Registered Office: Ramesh Kumar Saraswat

7A, Bentinck Street, 3^rd Floor, Room No. 310A DIN: 00243428

Kolkata-700 001 Chairman & Managing Director

---

Mar 31, 2024

Your Directors have pleasure in presenting the 42^nd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31,2024.

(? in Lakh)
Financial Results	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue for the year	59.73	169.42
Profit/(Loss) before Tax, Depreciation and Finance Cost	-11.68	40.58
Less: Finance Expenses	-	-
Profit/(Loss) before Depreciation/Amortization (PBDT)	-11.68	40.58
Less: Depreciation	-	-
Net Profit/(Loss) before Taxation (PBT)	-11.68	40.58
Less: Provision for Taxation (including Deferred Tax)	0.12	9.47
Add/(Less): Extra-ordinary Items (Excess Provisioning)	-	-
Profit/(Loss) after Tax & Extra-ordinary Items	-11.79	31.11
Less: Transfer to General Reserves	-	-
Profit/ (Loss) available for Appropriation	-11.79	31.11
Add: Profit/(Loss) brought forward from Previous Year	147.16	116.05
Balance of Profit/ (Loss) carried forward	135.37	147.16

FINANCIAL HIGHLIGHTS

Total revenue for the year stood at ? 59.73 lakh in comparison to last years’ revenue of ? 169.42 lakh. In term of Profit before taxation, the Company has earned a Profit/(Loss) of ? (11.68) lakh in comparison to last years’ Profit of ? 40.58 lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at ? (11.79) lakh in comparison to last financial year’s Profit of ? 31.11 lakh.

DIVIDEND AND RESERVES

In view of losses, your Directors do not propose any dividend for the year under review.

During the year under review ? Nil was transferred to General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was ? 29.07 Crore. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

BUSINESS SEGMENT

Your Company is into the business of Finance & Investments in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & 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, Associate or Joint Venture Companies in the immediately preceding accounting year. The Company also does not have any Subsidiary, Associate and Joint Venture Company who ceased to be Subsidiary, Associate and Joint Venture during the year.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a “Policy for determining material Subsidiary Companies” of the Company. This policy is available on your Company’s website at https://www.jacksoninvestltd.co.in/company-policies-procedure.html

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 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. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: https://www.jacksoninvestltd.co.in/company-policies-procedure .html

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors’ Report.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There are no changes in the nature of business in the financial year 2023-24.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 7, 2024 wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience, independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of focus or expertise of individual Board members have been highlighted.

Matrix setting out the skills/expertise/competence of the Board of Directors

Sl. No.	Essential Core skills/expertise/competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1.	Strategic and Business Leadership	The Directors and especially the Managing Director have many years of experience.
2.	Financial expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3.	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4.	Knowledge and expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 are given in the separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

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

DIRECTORS

During the year, Mr. Purushottam Khandelwal, Independent Director, has resigned from the Board w.e.f. 24^th December 2023 and in his place Mrs. Swagata Dasgupta has been appointed as an Independent Director of the Company for a first term of 5 years effective from 24^th December 2023.

Apart from above, there was no change in composition of Board during the current financial year in comparison to last financial year.

The details of programme for familiarization of Independent Directors with the Company, nature of the business segments in which the Company operates and related matters are put up on the website of the Company

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

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

INDEPENDENT DIRECTORS & KMPs

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.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Independent Directors have confirmed that they have complied with the Company’s Code of Business Conduct & Ethics.

Except as stated below, there was no change in the composition of Board during the current financial year, details of which has been provided herein below -

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	Purushottam Khandelwal	Independent Director	-	24th December 2023
2.	Swagata Dasgupta	Independent Director	24th December 2023	-

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of nonindependent Directors, performance of the Board as a whole and that of the Chairman of the Board.

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

Company has opted and has applied for voluntary delisting of its’ Equity Shares from Calcutta Stock Exchange Stock Exchange (CSE). The Delisting Application has been approved by CSE and shares of the Company have been delisted from CSE vides CSE Notice No. CSE/LD/6324/2024 dated August 2, 2024.

Apart from above, 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 31^st March 2024, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India 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, 2024 and of the profit 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts 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.

BUSINESS RISK MANAGEMENT

The Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and down and thus can affect the profitability of the Company.

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.

Further, the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2023-24.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees

and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Company has disclosed the policy on the website of the Company i.e. www.jacksoninvestltd.co.in

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.

AUDITORS Statutory Auditors

Messrs. S P M L & Associates, Chartered Accountants, Mumbai (FRN - 136549W) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 41st Annual General Meeting (AGM) of the Members held on September 22, 2023 and to hold office upto 46^th AGM.

The Report given by M/s. S P M L & Associates on the financial statement of the Company for the FY 2023-24 is part of the Annual Report. The Notes on financial statement referred to in the Auditor’s Report are selfexplanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

There is no audit qualification, reservation however adverse remarks by Auditors for the year under review, have been addressed below -

Explanations on comments by the Board on any Qualification, Reservation or Adverse Remark or Disclaimer made by Statutory Auditors

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor’s Report, however, the auditors have observed that -

Comment by Auditors	Management Comments
Balances of Sundry Debtors and Loans & Advances are subject to reconciliation and subsequent adjustment if any required, since confirmation have not been received from them.	The Confirmations have been received in later stage.
Trade Receivables amounting of Rs. 88.35 Lakhs are receivable since long time.	These are recoverable and company is in process to recover.
Other interest free advances (shown under other current assets) amounting of Rs. 962.10 Lakh are receivable since long time.	These are recoverable and company is in process to recover.

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 Mrs. Kriti Daga, Company Secretaries in Practice (C. P. No. 14023) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The same does not contain any qualification, reservation or adverse remark, except the non-payment of Annual Listing Fees

as stated in said Report as Annexure II to the Annual Report. Now the Company has paid pending Annual Listing Fees and hence in compliance with relevant provisions.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by Mrs. Kriti Daga for the FY2023-24 has been submitted with BSE.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company’s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s A. K. Das & Co., Chartered Accountant Firm, Kolkata (FRN - 325204E). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function 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 of the Annual Return for the financial year ended 31^st March, 2024 made under the provisions of Section 92(3) of the Act is attached as Annexure IV to this report.

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

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing and investing 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.

The Disclosure required under Section 197(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 ‘V’ and forms an integral part of this Report. A statement comprising the names of top employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘VI’ and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than 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 Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable 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 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.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, however adverse remark or disclaimer for the Financial Year 2023-24 have been explained elsewhere in the Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company’s Auditors confirming compliance forms an integral part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state that during Financial Year 2023-24:

• The Company has not issued any Equity Shares with differential rights as to Dividend, Voting or otherwise.

• The Company has not issued any Sweat Equity Shares during the year.

• There are no significant or material orders passed against the Company by the Regulators or Courts of Tribunals during the year ended March 31, 2024 which would impact the going concern status of the Company and its future operations.

• The Central Government has not prescribed the maintenance of cost records for any of the products of the Company under sub-section (1) of Section 148 of the Companies Act, 2013 and the Rules framed there under.

• There is no change in nature of business of the Company during the year.

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 place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory Authorities, stock exchanges, other statutory bodies, Company’s bankers, Members and employees of the Company for the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. Our employees are instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

---

Mar 31, 2016

To

The Members,

The Directors have pleasure in presenting the 34^th 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 16^th 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 31^st 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. 18^th April 2015 whereas Mr. Nand Kishore Fogla and Mrs. Bharati Fogla have resigned from the Board w.e.f. 12^th 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 13^th June 2015. The Company has appointed Mrs. Biva Rani Saha as Women Director (Independent) effective from 15^th 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 1^st 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 34^th Annual General Meeting up to the conclusion of the 37^th 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

1^st 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

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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

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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

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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

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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.