| The Directors have pleasure in presenting Twenty-second Annual Report
together with the Audited Accounts of the Company for the financial
year ended 31st March, 2015.
FINANCIAL RESULTS
Amount (Rs. in Lacs)
Particulars Year ended
March, 2015 Year ended
March, 2014
Total Income 13.154 2.10
Gross Profit/Loss before Dep. & Tax - -
Provision for Depreciation 54.45 63.43
Tax provision Nil Nil
Provision for deferred tax 8.69 13.37
Provision for FBT Nil Nil
Net profit/(Loss) (776.86) (185.88)
General reserve (Surplus profit &
Loss A'c) Nil Nil
RESERVES
The Company has no reserves owing to its weak financial condition.
CHANGE IN THE NATURE OF BUSINESS. IF ANY
There has been no change in the nature of business of the Company.
OPERATIONS
The Company had closed its books for the year 2014-2015 with a loss of
Rs. (776.86) Lac as against previous year loss of Rs. (185.88) Lac.
DIVIDEND
The Board of Directors has not recommended any dividend for this year
under review keeping in view the financial requirements & growth of the
Company.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public under
sections 73, 74, and 76 of the Companies Act, 2013 during the year.
AUDITORS
M/s Sanjay Kailash & Associates, Auditors of the Company retire at the
conclusion of the forthcoming Annual General Meeting. He has informed
the Board that he is eligible to be an Auditor of Jagson
Airlines Limited, a Listed Company and, offer themselves for
re-appointment.
Your Board of Directors recommends their re-appointment for your
approval.
AUDIT COMMITTEE
The Audit Committee consists of Mr. Bhuvi Kant, Ms.Ravinder Hora, and
Mr. Sardar Singh Mudgal. Two third of the members are independent. Mr.
Bhuvikant is the Chairman of the Audit Committee of Section 177 of the
Companies Act, 2013.The terms of reference specified by the Board to
the Audit Committee are as contained under Clause 49 of the Listing
Agreement.
SHARE TRANSFER COMMITTEE
The Share transfer committees controls the physical & demat shares and
meets regularly. This committee consists of Ms. Ravinder Hora, Mr.
Bhuvi Kant and Mr. Sardar Singh Mudgal. Company Secretary of the
Company is the Secretary of the Committee.
INVESTORS GRIEVANCES COMMITTEE
All the grievances of the shareholders are redressed on priority basis
when the complaints / grievances are received by the Company.
VIGILANCE COMMITTEE
As per the provisions of section 177 of Companies Act, 2013 and as per
amendment in the Clause 49 of Listing Agreement, your Company has
started working on formulation of Vigil Mechanism /Whistle Blower
Policy to provide appropriate avenues to the employees to bring to the
attention of the management any issue which is perceived to be in
violation of or in conflict with the fundamental business principles of
the Company. The Audit Committee of the Company also acts as the
Vigilance Committee of the Company. Mr. Bhuvi kant is the Chairman of
the Vigilance Committee of the Company.
VOTING THROUGH ELECTRONIC MEANS
Pursuant to section 108 of the Companies Act, 2013 and Clause 35B of
the amended Listing Agreement, your Company is taking necessary steps
to make available the facility to its members to exercise their right
to vote by Electronic means for the transactions which require approval
through Postal Ballot. This facility has been made available to all the
members from financial year 2014-15.
ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The Company under the provisions of Section 43 read with Rule 4(4) of
the Companies (Share Capital and Debentures) Rules, 2014 (Chapter IV)
has not issued any shares with differential rights.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Ravinder Kaur Hora and Mr. Bhuvi Kant, Directors retire by rotation
at the forthcoming Annual General Meeting and being eligible, offer
themselves for re appointment.Mr. Jagdish Pershad Gupta is Chairman and
.Managing Director of the Company. Also,
Ms. Rashmi Santosh Mishra has been appointed as Company Secretary with
effect from 23rd March, 2015 respectively.
LISTING REQUIREMENT
As required by Clause 32 of the Listing Agreement, Cash Flow Statement
is appended with Annual Accounts of the Company.
LISTING OF SHARES
Shares of your Company at present are listed with Bombay Stock Exchange
Limited & Delhi Stock Exchange Limited.
PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement of particulars of employees is
annexed as Annexure IV. During the year under review none of the
employees are in receipt of remuneration exceeding the limits as
prescribed under The Companies (Appointment and Remuneration) Rules,
2014.
MEETINGS
A calendar of meetings is prepared and circulated in advance to the
Directors. During the year fourteen Board Meetings and five Audit
Committee Meetings were convened and held. The details of which are
given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013.
DETAILS OF SUBSIDIARY/JONT VENTURES/ASSOCIATE COMPANIES
Pursuant to sub-section (3) of Section 129 of the Act, the given
Company has no subsidiary/joint ventures/associate companies as on
date.
AUDITOR'S REPORT
The Auditor's Report does not contain any qualification, Notes to
Accounts and Auditors remarks in their report are self-explanatory and
do not call for any further comments.
DISCLOSURE ABOUT COST AUDIT
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company.
EXTARCT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as ANNEXURE I.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO EHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF REPORT
No material changes have occurred subsequent to the close of the
financial year of the Company to which the balance sheet relates,
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
No significant and material orders have been passed by the regulators
or courts or tribunals that could impact the Company's present or
future operations.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has neither provided nor accepted any loans or investments
in the concerned financial year.
Details of guarantee/security provided:
PARTICULARS OF CONTRACTS OR ARRANGEMNTS WITH RELATED PARTIES
As per sub- section (1) of Section 188 of the Companies Act, 2013 the
Company has not entered in contracts or arrangements with related
parties..
STATUTORY DISCLOSURES
In terms of the provisions of Section 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are set out
in the annexure to the Director's Report. However, as per the
provisions of Section 219 (b) (iv) of the said Act, the Annual Report
excluding the aforesaid information is being sent to all members of the
Company and others entitled thereto. Any member interested in obtaining
such particulars may write to the Company at the registered office of
the Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARRASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013
In order to prevent sexual harassment of women at work place a new Act,
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every Company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at Workplace and has set up committee, under the Chairmanship of
Ms. Ravinder Kaur Hora, for implementation of said policy. During the
year Company has not received any complaint of harassment.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per Section 135, Schedule VII of the Companies Act, 2013 and Rule 9
of Companies (Corporate Social Responsibility Policy) Rules, 2014; the
Company has not invested in any CSR activities due to its weak
financial condition.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore there were no funds which were
required to be transferred to Investor Education and Protection Fund
(IEPF).
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the listing agreement with the Stock
Exchanges, a management discussion and Analysis Report, Corporate
Governance Report and Auditors Certificate regarding compliance of
conditions of Corporate Governance are made a part of the Annual
Report.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION
CONSERVATION OF ENERGY
The Company is maintaining its aircrafts as per the standards laid down
by Director General of Civil Aviation (DGCA). This keeps the fuel
consumption at the optimum level. Hence disclosure of particulars with
respect to conservation of energy in Form-A pursuant to Companies
(Disclosure of Particular in the report of Directors) Rules, 1988 is
not applicable.
TECHNOLOGY ABSORPTION
The operation of the company do not involve any technology absorption
in Form-B pursuant to Companies (Disclosure of Particulars in the
report of Directors) Rules, 1988 is not applicable.
EMPLOYEES
During the year under review none of the employees are in receipt of
remuneration exceeding the limits are prescribed under The Companies
(Appointment and Remuneration) Rules, 2014.
FOREIGN EXCHANGE EARNINGS AND OUTGO
Total Foreign Exchange earned and used during the year is as under:
DIRETORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 (3) c of the Companies
Act, 2013 with respect to Directors Responsibilities Statement, it is
hereby confirmed:
i. That in the preparation of the Annual Accounts for the year ended
31.03.2015, 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 judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the states
of affairs of trie Company at the end of the financial year and of the
profit and loss of the Company for the year under review.
iii. That the Directors had 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.
iv. That the Directors had prepared the accounts for the year ended
31.03.2015 on a going concern basis.
v. 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.
vi. 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.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for the continued
support received from DGCA, Airport Authority, Other Govt.
Departments, Bankers and Agents and Customers. Your Directors also like
to express their appreciation for the contribution made by the
employees during the year.
For & on behalf of the Board
For Jagson Airlines Limited
Sd/-
Place: New Delhi
Date : 29th May, 2015 Jagdish Pershad Gupta
Chairman |