Jagsonpal Services Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors are pleased to present the 34th Annual Report together with the Audited Standalone
Financial Statements of the Company for the year ended 31st March 2025.

FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE:

The financial summary for the year under review is as below:

(Amount in Lakhs)

Particulars	Year ended	Year ended
	March 31, 2025	March 31, 2024
Total Income	0.15	49.98
Total Expenses (excluding Interest & Depreciation)	71.34	14.23
Profit Before Interest & Depreciation	(71.19)	35.75
Less: Interest and Finance Charges (net)	-	-
Less: Depreciation	(0.03)	-
Profit Before Tax	(71.22)	35.75
Add / (Less) Prior Period Adjustment- Income Tax	-	-
Add / (Less): Provision for current tax	-	-
Add / (Less): Deferred tax	0.02	-
Profit After Tax	(71.25)	35.75
Other Comprehensive Income/(Loss)	-	-
Total Comprehensive Income/(Loss) for the year	(71.25)	35.75
Earnings per equity share:
Basic (Rs.) (at Actual)	(0.39)	0.65
Diluted (Rs.) (at Actual)	(0.39)	0.65

STATE OF THE COMPANY''S
AFFAIRS:

During the year under review, your
Company has registered total
income of Rs. 0.15 Lakhs as
compared to Rs. 49.98 Lakhs in the
previous year. Further, the
Company has loss before tax of Rs.
71.22 Lakhs as compared to profit of
Rs. 35.75 Lakhs in the previous year
i.e. an increase of 6.35% over the
previous year.

Presently, the Company has no
operations.

It is proposed to carry on the
business in the area of development,
consultancy, advisory of computer
software, computer technology
primarily for financial technology.
The resolution for addition of the
said object in the memorandum of
association is passed by the
members on 15th February 2025 via
postal ballot.

The_ Company_ do_ not intend_ to_ do
the_business_of_providing_loans,_fi-
nance_ and_ other allied_ activities.
The_ main objects_ relating_ to_ lend-
ingandfinancingbusinessarepro-
posed_to_be_deleted. _

Further, there were no significant
and material order passed by the
regulators or courts or tribunals
impacting the going concern status
and Company''s operations in future.

There is no material changes and
commitments affecting the financial
position of the Company which have
occurred between the end of the
financial year of the Company to
which the financial statements
relate and the date of this Report.

DIVIDEND

In view of losses, no dividend has
been considered for the financial
year 2024-25.

TRANSFERTORESERVES _

Your Board does not propose to
transfer any amount to reserves
during the Financial Year 2024-25
except for adjustment of transfer of
loss after tax to its respective
reserve.

RISK MANAGEMENT AND I
NTERNALCONTROL

Your Company recognizes that risk
is an integral part of business and is
committed to managing the risks in
a proactive and efficient manner.

The Board of the Company at
regular intervals monitors the
financial, operational, legal risk
to the Company. There is no risk,
which, in the opinion of the Board,
may threaten the existence of the
Company.

The internal financial controls are
adequate and are monitored at
regular intervals.

DEPOSITS

There was no deposit accepted by
the Company within the meaning of
Section 73 and 76 of the Companies
Act, 2013 and Rules made there
under at the beginning of the year.
The Company has not invited or ac¬
cepted deposit during the year and
there was no deposit which
remained unpaid or unclaimed at the
end of the financial year.

TAKEOVER AND CHANGE IN
MANAGEMENTANDCONTROL

On June 24, 2024, Mr. Karthik
Srinivasan (Acquirer) entered into a
Share Purchase Agreement with Mr.
Jasbir Kaur Kochhar and other
erstwhile promoters of the
Company (“Sellers”), for acquisition
of 30,77,010 equity shares
representing 55.94% of then
equity share capital of the

Company. Pursuant to Regulation
3(1) and 4 of Securities and
Exchange Board of India
(Substantial Acquisition of Share
and Takeover) Regulations 2011,
mandatory Open Offer to the Public
Shareholders of the Company has
been made by the Acquirer to
acquire up to 14,30,104 Equity
Shares representing 26% of the
then equity shares of the Company.
The Acquirer has acquired from the
erstwhile promoters, 30,77,010
Equity share representing of 55.94%
of then paid-up share capital and
nil Equity Shares, from the Public
Shareholders under the open offer.
Further,

consequent to acquisition, the
Management and Control of the
Company has been changed
through appointment of New
Directors and Key Managerial
Personnel and Mr. Karthik
Srinivasan has been categorised as
the promoter of the Company.

CHANGE IN THE CAPITAL
STRUCTURE OF THE COMPANY
AND PREFERENTIAL ISSUE OF
EQUITYSHARES:

The Authorized Share Capital of the
Company was increased from
Rs. 7,50,00,000/- (Rupees Seven
Crore and Fifty Lakhs only)
consisting of 75,00,000 (One
Seventy-Five Lakhs only) equity
shares of Rs. 10/- (Rupees Ten only)
each to Rs. 18,50,00,000/- (Rupees
Eighteen Crore Fifty Lakhs only)
consisting of 1,85,00,000 (One
Crore Eighty-Five Lakhs) equity
shares of Rs. 10/- (Rupee Ten) each
vide special resolution dated 15th
February 2025.

The Company on 15th February
2025 issued by way of
preferential issue on Private
Placement basis 1,27,05,000 (One
Crore Twenty-Seven Lakhs and Five
Thousand) Equity Shares of

Rs. 10/- each fully paid up for a price
of Rs. 12.50/- (Rupees Twelve and
Fifty Paise only) each,
aggregating to Rs. 15,88,12,500/-
(Rupees Fifteen Crores
Eighty-Eight Lakhs Twelve
Thousand Five Hundred Only) for
cash.

Subsequent to the above allotment
the issue, paid up and subscribed
equity share capital of the Company
is Rs. 18,20,54,000/- (Rupees
Eighteen Crore Twenty Lakhs
Fifty-Four Thousand only) divided
into 1,82,05,400 (One Crore
Eighty-Two Lakhs Five Thousand
and Four Hundred) Equity Shares of
Rs. 10/- each.

ALTERATION OF MEMORANDUM
OF ASSOCIATION OF THE
COMPANY

The Memorandum of Association of
the Company were altered /
proposed to be altered as following
vide special resolution:

i) On 15th February 2025, to alter
Clause V of the Memorandum of
Association pertaining to the
Authorized Share Capital of the
Company;

ii) On 15th February 2025, to

alter the Main Object clauses of the
Company

iii) On 07th May, 2025, to alter the
State of Registered office of the
Company

iv) The objects clauses
pertaining to providing loans,
finance and other allied activities
are proposed to be deleted.

CHANGE IN THE REGISTERED
OFFICEOFTHECOMPANY

During the year under review, the
registered office of the Company
was proposed to be shifted from
“National Capital Territory (NCT) of
Delhi” at Level 3B/ DLF Centre, Con¬
naught Place, Sansad Marg, Central
Delhi, New Delhi, Delhi, 110001 to
“State of Maharashtra” at Office no.

2, B Wing, Connekt, 4th Floor, Sil¬
ver Utopia, Chakala, Andheri East,
Mumbai 400 099. The change in the
registered office was approved by
the Board of Directors at their meet¬
ing held on Friday, 28th March 2025
and the members on 7th May, 2025,
and will be effective after receipts of
all required statutory approvals.

USEOFPROCEEDS

The proceeds generated from the
Preferential issue of equity shares
are yet to be utilized and will be
utilized for the purpose for which it
was raised.

SUBSIDIARY/ JOINT VENTURES/
ASSOCIATECOMPANIES

As on 31st March 2025, the
Company did not have any joint
venture/associate company/
subsidiary.

DIRECTORS AND KEY MANAGERI-
ALPERSONNEL

Directors:

During the year under review:

• Mr. Kanwarpal Singh Kochhar
resigned from the position of
Managing Director / Chairman with
effect from 20th November 2024.

• Mr. Saranjeet Singh and Mrs. J
asvinder Kaur resigned from the o
ffice of Non-Executive -
Non-Independent Director of the
Company with effect from 3rd De¬
cember 2024. Mr. Gurpreet Singh
and Mr. Gurmeet Singh resigned as
Independent Directors with effect
from 3rd December 2024.

• Mr. Om Prakash Tiwari resigned
from office of Non-Executive
Independent Director with effect
from 13th December 2024.

The above resignations were due to
change in the management of the
Company.

• Mr. Karthik Srinivasan was
appointed as Chairman and
Managing Director with effect from
20th November 2024.

• Dr. Shailendra Naidu Somarouthu
was appointed as an Additional
Director to hold the office of
Non-Executive, Independent
Director, on the Board of the
Company for a period of 5 years
commencing from 20th November
2024.

• Mrs. Sugandhi Krishnan Iyer was
appointed as an Additional Director
to hold the office of Non-Executive,
Independent Director, on the Board
of the Company for a period of 3
years commencing from 03rd De¬
cember 2024.

• Mr. Rodney Stuart Pearce was
appointed as an Additional Director
to hold the office of Non-Executive
Director, on the Board of the
Company with effect from 03rd
December 2024.

• Mr. Satish Ramachandran was
appointed as an Additional Director
to hold the office of Non-Executive,
Independent Director, on the Board
of the Company for a period of 3
years commencing from

13th December 2024.

The above appointments were as
per the recommendations of the
Nomination and
Remuneration Committee and
approvals of Board of Directors
at their respective meetings. The
members of the Company
accorded approval via passing n
ecessary resolution for
appointments of Mr. Karthik
Srinivasan as Chairman and
Managing Director;

Mr. Dr. Shailendra Naidu
Somarouthu, Mrs. Sugandhi
Krishnan Iyer and Mr. Satish
Ramachandran as Director of the
Company to hold the office of
Non-Executive Independent

Directors and appointment of
Mr. Rodney Stuart Pearce as
Non-Executive Director on 15th
February 2025. The Board of
Directors have opined that their in¬
tegrity, expertise, experience
including proficiency is beneficial to
the Company.

Mr. Karthik Srinivasan
(DIN: 09805485), retires by
rotation at this Annual General
Meeting, and being eligible, offers
himself for reappointment. The
Board of Directors recommend the
re-appointment of Mr. Karthik Srini¬
vasan.

KeyManagerialPersonnel:

During the year under review:

• Mr. Kanwarpal Singh Kochhar
has resigned from the position of
Chief Financial Officer with effect
from 20th November 2024 and Mr.
Karthik Srinivasan was appointed as
Chief Financial Officer with effect
from 20th November 2024.

• Mr. Sumit Kumar Ghosh has
resigned from the office of Compa¬
ny Secretary and Compliance of the
Company with effect from 20th
November 2024,

• Mrs. Poonam Vaze joined the
Company on 20th November 2024
and resigned from the office of
Company Secretary and
Compliance of the Company on
28th March 2025.

• CS Shilpa Soni was appointed as
the Company Secretary &
Compliance Officer of the Company
with effect from 28th March 2025.

The Company has furnished
necessary information/intimations/
returns/forms as required under
the Companies Act, 2013 and the
Securities Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 to
give effect to the aforesaid
changes.

COMPOSITIONOFBOARDANDSTATUTORYCOMMITTEES _

BoardofDirectors:

Sr. No.	Name	Nature of Directorship
1.	Mr. Kanwarpal Singh Kochhar	Chairperson and Managing Director (Up to 20th November 2024)
2.	Mr. Gurmeet Singh	Non-Executive - Independent Director (Up to 03rd December 2024)
3.	Mr. Gurpreet Singh	Non-Executive - Independent Director (Up to 03rd December 2024)
4.	Mr. Om Prakash Tiwari	Non-Executive - Independent Director (Up to 13th December 2024)
5.	Mr. Saranjeet Singh	Non-Executive - Non-Independent Director (Up to 03rd Decem¬ ber 2024)
6.	Mrs. Jasvinder Kaur	Non-Executive - Non-Independent Director (Up to 03rd Decem¬ ber 2024)
7.	Mr. Karthik Srinivasan	Chairperson and Managing Director (w.e.f. 20th November 2024)
8.	Mr. Rodney Stuart Pearce	Non-Executive Non-Independent Director (w.e.f. 3rd December 2024)
9.	Mrs. Sugandhi Krishnan Iyer	Non-Executive Independent Director (w.e.f. 3rd December 2024)
10.	Mr. Satish Ramachandran	Non-Executive Independent Director (w.e.f. 13th December 2024) 11.
11.	Dr. Shailendra Naidu Somarouthu	Non-Executive Independent Director (w.e.f. 20th November 2024)

Audit Committee:

Sr. No.	Name	Status in Committee
1.	Mr. Gurmeet Singh	Chairperson (Up to 3rd December 2024)
2.	Mr. Gurpreet Singh	Member (Up to 3rd December 2024)
3.	Mr. Om Prakash Tiwari	Member (Up to 13th December 2024)
4.	Mr. Saranjeet Singh	Member (Up to 3rd December 2024)
5.	Mrs. Sugandhi Krishnan Iyer	Chairperson (w.e.f. 3rd December 2024)
6.	Mr. Shailendra Naidu Somarouthu	Member (w.e.f. 20th November 2024)
7.	Mr. Rodney Stuart Pearce	Member (w.e.f. 3rd December 2024)

NominationandRemunerationCommittee:

Sr. No.	Name	Status in Committee
1.	Mr. Gurmeet Singh	Chairperson (Up to 3rd December 2024)
2.	Mr. Gurpreet Singh	Member (Up to 3rd December 2024)
3.	Mr. Om Prakash Tiwari	Member (Up to 13th December 2024)
4.	Mrs. Jasvinder Kaur	Member (Up to 3rd December 2024)
5.	Mr. Shailendra Naidu Somarouthu	Chairperson (w.e.f. 20th November 2024)
6.	Mrs. Sugandhi Krishnan Iyer	Member (w.e.f. 3rd December 2024)
7.	Mr. Rodney Stuart Pearce	Member (w.e.f. 3rd December 2024)

StakeHoldersRelationshipCommittee:

Sr. No.	Name	Status in Committee
1.	Mr. Om Prakash Tiwari	Chairperson (Up to 13th December 2024)
2.	Mr. Gurmeet Singh	Member (Up to 3rd December 2024)
3.	Mr. Gurpreet Singh	Member (Up to 3rd December 2024)
4.	Mr. Saranjeet Singh	Member (Up to 3rd December 2024)
5.	Mr. Rodney Stuart Pearce	Chairperson (w.e.f. 3rd December 2024)
6.	Mr. Shailendra Naidu Somarouthu	Member (w.e.f. 3rd December 2024)
7.	Mr. Karthik Srinivasan	Member (w.e.f. 20th November 2024)

Board''sSub-Committee:

Sr. No.	Name	Status in Committee
1.	Mr. Karthik Srinivasan	Chairman
2.	Mr. Rodney Stuart Pearce	Member

NUMBER OF MEETINGS OF THE
BOARD

During the financial year
2024-2025, 10 (Ten) meetings of
the Board of Directors were held
on 24th May 2024, 30th May 2024,
24th June 2024, 12th August 2024,
11th October 2024, 20th November
2024, 03rd December 2024, 13th
December 2024, 15th January 2025
and 28th March 2025.

The details of Board Meetings and
the attendance of the Directors
thereat are provided in the
Corporate Governance Report and
not repeated here. The intervening
time gap between two consecutive
Meetings of the Board was within
the limit prescribed under the
Companies Act, 2013, i.e., the same
was not exceeding 120 (One
Hundred and Twenty) days.

DECLARATION BY INDEPENDENT
DIRECTOR

The Company has received
declaration from Dr. Shailendra
Naidu Somarouthu, Mr. Satish
Ramachandran and Mrs. Sugandhi
Krishnan Iyer, Independent
Directors of the Company as
required under Section 149(7) of
the Companies Act, 2013 to the
effect that they meet the criteria
of independence as provided in
Section 149(6) of the Companies
Act, 2013; that they will abide by the
provisions specified in Schedule
IV to the Companies Act, 2013 and
that their names are registered in
the data bank as per Rule 6 of the
Companies (Appointment and
Qualifications of Directors) Rules,
2014. The Board has taken on
record the declarations so
received.

BOARD EVALUATION

The formal evaluation of the Board
as whole, Independent and
Non-Independent Directors of the
Company was done at the
respective meetings of
Independent Directors and the

Board of Directors each held on
04th September 2024.

The performance of Mr. Gurmeet
Singh, Mr. Gurpreet Singh and
Mr. Om Prakash Tiwari,
Non-Executive Independent
Director was evaluated on the
criteria like participation including
attendance, contribution, initiative
at Board/Committee Meetings;
exercise of objective independent
judgment on strategy, performance;
managing relationships with
fellow Board members and senior
management; maintenance of
confidentiality and independence;
adherence to the applicable code
of conduct for independent
directors; ethics and integrity;
providing recommendations
professionally as per domain
knowledge. The same was found to
be satisfactory.

The Non-Independent Directors
were evaluated at a separate
meeting of Independent Directors
in which factors like appropriate
guidance to the departmental
heads of the Company,
understanding of the business,
financial realities, decision making,
views on the governance,
financial discipline and other
practices, objective assessment on
the plans framed by the executive
team and role in formulating and
overseeing the corporate strategy
discharge of the duties and
responsibilities entrusted, initiative
with respect to various areas and
for expansion, expertise towards
the operational, strategy and
statutory affairs, risk management
and mitigation, commitment and
maintaining desirable/ approach¬
able relationship with Board,
management team, regulators,
bankers, industry representatives
and other stakeholders, integrity
and to ensure the financial
compliances and working of the
Company were assessed. The same
was found to be satisfactory.

Factors like Board structure/
composition with experience,
qualifications and a proper mix of
competencies to conduct its affairs
effectively, diversity in terms of
gender/background/ competence/
experience and interaction of
Committee with the Board,
approach of Board toward
unforeseen situation, frequency of
meeting, agenda, logistics, relevant
information, time allotted,
discussion and decision on agenda
items, inputs from the Board
members, circulation of minutes
and incorporation of suggestion
thereon, communication with the
management team, company
employees and others, helpful
feedback to management on its
requirements, monitoring of
policies, transparency and quality,
quantity, and timeliness of the
information provided, risk
management, emphasis on
corporate governance, initiatives
taken to ensure regulatory
compliances were considered for
evaluation of the Board. The same
was found to be satisfactory.

FAMILIARIZATION PROGRAMME
FOR INDEPENDENT DIRECTORS:

The Company constantly
endeavours to familiarize its
Independent Directors on the
functioning of the Company, so that
they are aware of the functions of
the Company and their expertise
can be utilized for the betterment of
the Company. In this view the
Company has conducted
Familiarization Programmes to
familiarize the Independent
Directors of the Company. Details
of the same are disclosed on the
website of the Company and the
web link of the same is
https://jagsonpal.co.in/disclo-
sure-under-regulation-46-of-se-
bi-lord-regulations.php

NOMINATION AND
REMUNERATION POLICY

In terms of Section 178(3) of the
Companies Act, 2013 and
Regulation 19 of the Securities and
Exchange Board of India (Listing

Obligations and Disclosure
Requirements) Regulations, 2015
the Company has a Nomination and
Remuneration Policy on Director''s
and Senior Management
Employee''s appointment and
remuneration including criteria for
determining their qualifications,
positive attributes, independence
and other prescribed matters in
place. The Remuneration Policy
of the Company is available on the
website of the Company
https://jagsonpal.co.in/policies

Currently, no compensation is paid
to the Non-Executive Directors of
the Company except for the sitting
fees as per provisions of
Companies Act, 2013.

ANNUAL RETURN

As per Section 92 of the
Companies Act, 2013, the copy of
annual return is available on the
website of the Company
https://jagsonpal.co.in/
annual-returns

COMMITTEE AND POLICY
UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

During the year under review, no
instance of complaint or report
under the Sexual Harassment of
Women at Workplace (Prevention,
Prohibition and Redressal) Act,
2013 was registered in any of the
units including the head office of
the Company. A report of Internal
Committee has been submitted to
respective District Officer(s)/
appropriate authority(ies) as
required under the aforesaid Act.

VIGIL MECHANISM

The Company has established
a Vigil Mechanism for directors
and employees to report genuine
concerns. The vigil mechanism
provides for adequate safeguards
against victimization of person who
use Vigil Mechanism and provide
for direct access to the

Chairperson of the Audit
Committee.

The details of Vigil Mechanism are
displayed on the website of the
Company https://jagsonpal.co.in/
disclosure-under-
regulation-46-of-sebi-lord-regula-
tions.php

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS
UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

There were no loans, guarantees
and investments made by the
Company under Section 186 of the
Act during the period under review.

PARTICULARS OF CONTRACTS
OR ARRANGEMENTS WITH
RELATED PARTY REFERRED TO
IN SUB SECTION (1) OF SECTION
188 OF THE COMPANIES ACT,
2013

All contracts/ arrangements/
transactions entered by the
Company during the financial year
under review with related
parties were at an arm''s length
price basis and in the ordinary
course of business. Such
transactions form part of the notes
to the financial statements
provided in this Annual Report.

All Related Party Transactions
(“RPTs”) are placed before the
Audit Committee for prior
approval. On a quarterly basis,
details of RPTs are placed before
the audit committee for its noting/
review. The Company has also
disclosed a report on the related
party transaction to the Bombay
Stock Exchange Limited for the
half year ended September 30,
2024, and March 31, 2025, as
required under the Securities and
Exchange Board of India (Listing
Obligations and Disclosure
Requirements) Regulations, 2015.
The information for related party
transactions as required under
Rule 8(2) of the Companies
(Accounts) Rules, 2014 in
prescribed Form AOC-2 is

enclosed to this Report as
Annexure A.

The Company has already adopted
a Policy for dealing with Related
Party Transactions which is
subject to review and revision by
the Audit Committee and Board.
The revised and updated policy on
Related Party Transactions as
approved by the Board has been
displayed on the Company''s
website at

https://jagsonpal.co.in/policies

The details of other loans and
advances are mentioned in notes
to accounts and are not repeated
here.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to
remuneration and other details,
as required under Section 197(12)
of the Companies Act, 2013 read
with Rule 5(1) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules, 2014,
regarding remuneration of
Directors, Key Managerial
Personnel and other related
disclosure is given as Annexure B
to the Board''s Report.

Further, a statement showing the
names and other particulars of
employees as per Rule 5(2) and
5(3) of the aforesaid Rules, forms
part of this report. However, in
terms of first proviso to Section
136(1) of the Companies Act, 2013,
the Annual Report and Accounts
are being sent to the members and
others entitled thereto, excluding
the aforesaid information. The
said information is available for
inspection by the Members at the
Registered Office of the Company
during business hours on
working days and through
electronic means. Further in terms
of proviso to said Rule 5(3), such
particulars shall be available to any
shareholder on specific request
made by him in writing or e-mail to
Company Secretary, at
[email protected].

There was no employee who was
employed throughout the year or
part thereof and in receipt of
remuneration aggregating to Rs.
102.00 Lakhs p.a. or more or who
was employed for part of the year
and in receipt of remuneration
aggregating to Rs. 8.50 Lakhs p.m.
or more.

DIRECTORS'' RESPONSIBILITY
STATEMENT

As required by Section 134 (5) of
the Companies Act, 2013 the
Directors hereby confirm:

1. That in the preparation of the
annual accounts, the applicable
accounting standards have been
followed and that there are no
material departures.

2. That the selected accounting
policies were applied consistently,
and the Directors 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 of 31st March
2025 and of the profit and loss of
the Company for the financial year
ended on that date.

3. That proper and sufficient care
has been taken 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 to the best of the
Directors'' knowledge and ability.

4. That the annual accounts have

been prepared on a going
concern basis.

5. That internal financial controls
have been laid down, and are
followed by the Company and the
said internal financial controls are
adequate and are operating
effectively and;

6. That proper system has been
devised to ensure compliance with
the provisions of all applicable laws
and that such systems are
adequate and are operating
effectively.

7. That during the year 2024-2025,
the Company has complied with the
Secretarial Standard as amended
and applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of energy-

(i)	the steps taken or impact on con-	The Company continued energy conservation efforts during
	servation of energy;	the year.
(ii)	the steps taken by the company for utilizing alternate sources of energy;	NIL
(iii)	the capital investment on energy conservation equipment.	NIL

(B) Technology absorption-

(i)	the efforts made towards technolo-	The activities of the Company at present do not involve tech-
	gy absorption;	nology absorption and research and development.
(ii)	the benefits derived like product improvement, cost reduction, prod¬ uct development or import substi¬ tution;	NIL
(iii)	in case of imported technology (im¬ ported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology import¬ ed; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv)	the expenditure incurred on Re¬ search and Development.	NIL

(C) Foreign exchange earnings and outgo-

The Foreign Exchange earned in terms of actual inflows during the year;	NIL (Previous year - NIL)
The Foreign Exchange outgo during the year in terms of actual outflows.	NIL (Previous year - NIL)

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year	Number of shareholders who approached list¬ ed entity for transfer of shares from suspense account during the year	Number of shareholders to whom shares were transferred from sus¬ pense account during the year	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL	NIL	NIL	NIL

Declaration that the voting rights
on shares in the suspense account
shall remain frozen up to the rightful
owner of such shares claims the
shares - Not Applicable

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Management Discussion and
Analysis Report for the year under
review, as stipulated under
Regulation 34(2)(e) of the
Securities and Exchange Board of
India (Listing Obligations and
Disclosure Requirements)
Regulations, 2015 is separately set
out.

STATUTORY AUDITOR

M/s MSKG & Co., Chartered
Accountants (FRN: 008262W) who
were appointed as the Statutory
Auditors of the Company resigned
from the office of Statutory
Auditors of the Company vide
resignation letter dated 20th
November 2024 due to change in
the management.

To fill the casual vacancy caused by
resignation of the statutory auditor,
the Board of Directors of the
Company appointed M/s. Jain Vinay
& Associates, Chartered
Accountants, Mumbai (Firm
Registration Number: 006649W) as

the Statutory Auditors of the
Company for the Financial Year
2024-25 pursuant to Section
139(8) of the Companies Act, 2013.
The approval of members for the
said appointment was availed on
15th February 2025 by postal ballot.

M/s. Jain Vinay & Associates,
Chartered Accountants,

Mumbai (Firm Registration
Number: 006649W) hold the office
up to conclusion of ensuing Annual
General Meeting and being eligible
offers themselves for
re-appointment. The Company
has received a certificate from the
Auditors to the effect that their
re-appointment, if made, would be
in accordance with the provisions
of Section 139 and 141 of the Com¬
panies Act, 2013. The Directors
recommend their re-appointment
as the Statutory Auditors for a
period of five years from the
conclusion of this Annual General
Meeting on remuneration to be
decided by the Board of Directors
of the Company.

COST RECORDS AND AUDIT

The provisions relating to
maintaining of cost record and to
conduct cost audit are not
applicable to the Company.

SECRETARIAL AUDITOR

M/s. Pooja Sawarkar and
Associates, Practicing Company
Secretary, Mumbai was appointed
as the Secretarial Auditor of the
Company for Financial Year
2024-2025. In terms of Section
204(1) of the Companies Act,

2013, a Secretarial Audit Report
is annexed as Annexure C of this
Board''s Report.

RESPONSES TO
QUALIFICATIONS,
RESERVATIONS, ADVERSE
REMARKS AND DISCLAIMERS
MADE BY THE STATUTORY A
UDITORS AND THE SECRETARIAL
AUDITORS

There are no qualifications,
reservations, adverse remarks,
disclaimers or any fraud reported
by the Statutory Auditors in their
report on Financial Statements for
the Financial Year 2024-25.

There are no qualifications,
reservations, adverse remarks and
disclaimers of the Secretarial
Auditors in the Secretarial Audit
Report for the Financial Year
2024-25.

INDIAN ACCOUNTING STANDARD
(IND AS)

The financial statement for the year
2024-25 has been prepared in

accordance with IND AS,
prescribed under Section 133 of the
Companies Act, 2013 read with the
relevant rules issued thereunder
and the other recognised
accounting practices and policies
to the extent applicable.

CORPORATE GOVERNANCE

Your Company has been practising
the principles of good corporate
governance. In accordance with
Regulation 34 read with Schedule
V of the Securities and Exchange
Board of India (Listing Obligations
and Disclosure Requirements)
Regulations, 2015 a detailed report
on corporate governance is
annexed as Annexure D.

M/s Pooja Sawarkar and
Associates, Practising Company
Secretaries, have certified that the
Company is in compliance with the
requirements of Corporate
Governance in terms of Regulation
34 of the Securities and Exchange
Board of India (Listing Obligations
and Disclosure Requirements)
Regulations, 2015 and the
Compliance Certificate is annexed
to the Report on Corporate
Governance.

CORPORATE SOCIAL
RESPONSIBILITY

The provisions of Section 135 of
the Companies Act, 2013 regarding
Constitution of Corporate Social
Responsibility (CSR) Committee
and spending of at least 2% of
average net profit are not
applicable to the Company.

TRANSFER OF AMOUNT TO
INVESTOR EDUCATION AND
PROTECTION FUND

There is no money in the unpaid
dividend account which remained
unclaimed or unpaid for a period of
seven years from date of transfer of
such amount to the unpaid dividend
account and the Company was
not required to transfer any such
amount to Investor Education and
Protection Fund.

PROCEEDINGS UNDER
INSOLVENCY AND BANKRUPTCY
CODE, 2016 AND SETTLEMENTS

During the year under review, no
application was made, or any p
roceeding was pending by or
against the Company under the
Insolvency and Bankruptcy Code,
2016.

The repayment of the loan availed
from Bank or Financial Institution
by the Company are as per
repayment schedule. Hence,
question of one-time settlement
and difference between valuation
done at the time of one-time
settlement and valuation while
taking loan from Bank/Financial
Institution does not arise.

EMPLOYEE RELATIONS

The relations of the management
with staff and workers remained
cordial during the entire financial
year.

ACKNOWLEDGEMENTS

The Directors place on record their
appreciation for the sincere and
wholehearted co-operation
extended by all concerned,
particularly Company''s bankers,
Bombay Stock Exchange Limited,
the Government of Maharashtra,
the Central Government, suppliers,
clientele and the staff of the
Company and look forward to their
continued support. The Directors
also thank the members for
continuing their support and
confidence in the Company and its
management.

On behalf of the Board of Directors
Jagsonpal Finance & Leasing Limited

Karthik Srinivasan Mr. Satish Ramachandran

Chairperson and Managing Director Director

Place: Mumbai and Chief Financial Officer DIN: 10869372

Date: 26^th May 2025 DIN: 09805485

---

Mar 31, 2024

Your Directors have the pleasure in presenting their 33^rd Annual Report of the Company and the Audited Accounts, for the period ended 31st March, 2024.

Circulation of Annual Reports in electronic form

In compliance with the aforesaid MCA Circulars and SEBI Circular dated September 25, 2023 and October 7, 2023 respectively, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company''s website www.iagsonpal.co.in under financial Section, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com, and on the website of NSDL https:// www.evoting.nsdl.com

FINANCIAL RESULTS:

	Current Year	Previous Year
Gross Income	49.98	5.20
Gross Profit/(Loss)	35.75	(6.37)
Depreciation & Impairment	0.00	0.00
Profit/(Loss)before tax	35.75	(6.37)
Profit/(Loss) after tax	35.75	(6.37)
Brought forward from the previous year	(506.64)	(500.37)
Profit available for Appropriation	(470.89)	(506.64)

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS

During the year, the Company has incurred a Profit of Rs.35.75 lacs before tax as against the loss of Rs. 6.37 lacs in the previous year. Efforts are also being made to improve the performance by exploring new avenues of business which are likely to arise with the passage of time.

DIVIDEND

In order to conserve the resources of the Company, no dividend has been considered for the financial year 2023-24.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any Fixed Deposit and no amount of principal or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

The Company has neither given any loans nor provided any guarantee to entities as per provisions of Section 186 of the Act.

DIRECTOR

Mrs Jasvinder Kaur, Director (DIN: 08350847) retires by rotation at the ensuing AGM, being eligible, offers herself for re-appointment. Necessary details for re-appointment as required under the Act and the SEBI Listing Regulations is given in the notice of 33^rd AGM.

AUDITORS & AUDITORS'' REPORT

As per the provisions of Section 139 of the Companies Act, 2013. Ms. Nikita Jain , (Partner) MSKG & CO. Regn. No. 008262N, Chartered Accountants were appointed as the Statutory Auditors of the Company for the period of five years. The Auditors Report for fiscal 2024 does not contain any Qualification, reservation or adverse remarks. Auditors'' Report is enclosed with the financial Statements in this Annual Report.

SECRETARIAL AUDITORS

Pursuant to Provisions of section 204 of the Companies Act, 2013, The Company is required to appoint Secretarial Auditors. Mr. Prasant Kumar Sarkar , Practicing Company Secretary is appointed as Secretarial Auditor of the Company.

The secretarial auditors'' report for the Year 2023-24 has been received from the Secretarial Auditors. The report does not contain any qualification, reservation or adverse remark. The report is annexed herewith as Annexure-A.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

Particulars required by the section 134( 3 ) (m) of the Companies Act, 2013 (“the Act”) read with rule 8 (3) of the companies (Accounts) rules, 2014 and forming part of the Director''s Report for the year ended March 31, 2024. (Disclosure of Particulars) are not applicable since there is no such activity being followed by the Company.

Conservation of Energy

I. Your Company being engaged in financing business and does not have any activity relating to conservation of energy.

II. Research & Development (R&D)

Specific R&D Activities: There is no Research and Development activity in the Company.

Benefits derived as a result of above R&D: N.A.

Future Plan of Action: NIL Expenditure on R & D : NIL

III. Technology Absorption, Adaptation and Innovation:

Efforts in brief made towards Technology absorption etc.: NIL Benefits derived as a result of above: N.A.

Technology imported, years of Import, Has technology been fully absorbed? If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action: N.A.

IV. Foreign exchange earnings and outgo

During the period under review, there was no foreign exchange outflow from your Company and it had no foreign exchange earnings.

PARTICULARS OF EMPLOYEES

None of the Employees of your Company is in receipt of remuneration requiring disclosure pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; hence no such particulars are annexed.

CORPORATE GOVERNANCE

The Company is committed to good corporate governance in line with the Listing Agreement. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with the Stock Exchanges, the Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are enclosed as Annexure - B.

A certificate of compliance from M/s P K S & Associates., Practicing Company Secretary and the report on Corporate Governance forms part of this Director''s Report.

Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a In the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b the Directors have selected such accounting policies and applied them consistently and have 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 as at March 31,2024 and of the profit of the Company for the year ended on that date;

c the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d the Directors have prepared the annual accounts on a going concern basis;

e the Directors have laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and are operating effectively; and

f the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Social Responsibility

The provisions of the Companies Act 2013 with respect to corporate responsibilities are not applicable on the Company.

Extract of Annual Return

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 the Company has placed a copy of the Annual Return as at March 31, 2024 on its website at www.iagsonpal.co.in . By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s Report.

Contracts And Arrangements With Related Parties

During the year, the Company have not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks, Government authorities and our Valued customers. The Directors also wish to convey their deep appreciation for the contribution made by the employees to the operations of the Company, in particular those who continued with the Company and extended their full support during this difficult period. We also convey our thanks to our esteemed shareholders for their continued support and encouragement.

for and on behalf of the Board of Directors

Place : New Delhi (K. P.S. KOCHHAR)

Regd. Office : C-30, Ground Floor, Friends Colony East, CMD (DIN 00529230)

New Delhi-110065 Date : 12.08.2024

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report of the Company for the financial year ended on 31st March, 2014.

FINANCIAL RESULTS:

(Rs. Lacs) Current Year Previous Year

Gross Income 11.84 6.22

Gross Profit/(Loss) (2.32) (6.01) Depreciation & Impairment 0.00 0.14

Profit/(Loss) before tax (2.32) (6.15)

Profit/(Loss) after tax (2.32) (6.15)

Brought forward from the previous year (370.79) (364.64)

Profit available for appropriation (372.15) (370.79)

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS

During the year, the Company has incurred/suffered a loss of Rs. 0.39 lacs before tax as against the loss of Rs. 6.01 lacs in the previous year. Efforts are also being made to improve the performance by exploring new avenues of business which are likely to arise with the passage of time.

DIVIDEND

Directors recommended no dividend.

FIXED DEPOSITS

During the year, the Company has neither accepted nor invited any deposits and there are no deposits which are either overdue or unclaimed as on March 31st, 2014.

DIRECTOR

Mr. Om Parkash Tiwari, Director retires at the ensuing Annual General Meeting and board recommends his appoint/ re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT 217(2AA)

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

(i) followed in preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures, where applicable ;

(ii) selected such accounting policies and applied them consistently and made judgement 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 on March 31,2014 and of the profit or loss of the Company for the year ended on that period;

(iii) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) prepared the annual Accounts for the financial year ended March 31,2014 on a going concern basis.

The Audit Committee of your company meets periodically to review the performance, functions and scope of statutory auditor''s functions etc.

AUDITORS & AUDITORS'' REPORT

M/s. P.P. Thukral & Co.,Chartered Accountants (Registration no. 000632N) as Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from M/s. P.P. Thukral & Co., Chartered Accountants, to the effect that their appointment, if made, will be within the limits as prescribed in Section 139 of the Companies act, 2013. Members attention is invited on Notes on Accounts forming part of Report & Balance Sheet. The Notes are self explanatory.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARN- INGS AND OUTGOING

Information to be given pursuant to section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars) rules,1988 are not applicable since there is no such activity being followed by the Company.

Foreign Exchange Earnings Rs. Nil

Foreign Exchange Outgo Rs. Nil

PARTICULARS OF EMPLOYEES

This information as required by section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, be taken as nil and complied with.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms a part of Annual Report along with the Auditors Certificate on its compliance of the conditions of Corporate Governance as also a Management Discussion & Analysis Report Pursuant to Clause 49 of the Listing Agreement are annexed hereto.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Banks, Government authorities and our Valued customers, and Shareholders during the year under review.

for and on behalf of the Board of Directors Place : New Delhi (K.P.S. KOCHHAR) Date : 24.05.2014 CMD

---

Mar 31, 2012

The Directors present the 21st Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

(Rs. Lacs) Current Year Previous Year

Gross Income (13.86) 9.84

Gross Profit/(Loss) (21.59) (1.54)

Depreciation & Impairment 0.26 0.26

Profit/(Loss) before tax (35.71) (1.80)

Profit/(Loss) after tax (35.71) (1.80)

Brought forward from the previous year (328.93) (327.37)

Profit available for appropriation (364.64) (328.93)

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS

During the year, the Company has incurred/ suffered a loss of Rs. 35.71 lacs before tax as against the loss of Rs. 1.80 lacs in the previous year. Efforts are also being made to improve the performance by exploring new avenues of business which are likely to arise with the passage of time.

DIVIDEND

Directors recommended no dividend.

FIXED DEPOSITS

During the year, the Company has neither accepted nor invited any deposits and there are no deposits which are either overdue or unclaimed as on March 31st, 2012.

DIRECTOR

Mrs. Davinder Bir Kochhar, Director retires at the ensuing Annual General Meeting and board recommends her appoint/re-ap-pointment.

Mr. Gurmeet Singh, Director retires at the ensuing Annual General Meeting and board recommends his appoint/re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT 217(2AA)

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, Your Directors state:

(i) That in the preparation of the annual accounts year ended March 31, 2012, the applicable accounting standards have been followed;

(ii) That Your Directors have selected such accounting policies and applied them consistently and made judgement 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 on March 31, 2012 and of the profit or loss of the Company for the year ended on that date;

(iii) That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That your Directors have prepared the annual accounts for the financial year ended March 31, 2012 on a going concern basis.

The Audit Committee of your company meets periodically to review the performance, functions and scope of statutory auditor's functions etc

AUDITORS & AUDITORS' REPORT

M/s. P.P. Thukral & Co.,Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from M/s. P.P. Thukral & Co., Chartered Accountants, to the

effect that their appointment, if made, will be within the limits as prescribed in Section 224 (1B) of the Companies act, 1956. Members attention is invited on Notes on Accounts forming part of Report & Balance Sheet. The Notes are self explanatory.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information to be given pursuant to section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars) rules,1988 are not applicable since there is no such activity being followed by the Company.

Foreign Exchange Earnings Rs. Nil Foreign Exchange Outgo Rs. Nil

PERSONNEL

This information as required by section 217(2A) of the Companies Act, 1956, read with Companies

(Particulars of Employees) Rules, 1975, as amended, be taken as nil and complied with.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms a part of Annual Report along with the Auditors Certificate on its compliance of the conditions of Corporate Governance as also a Management Discussion & Analysis Report Pursuant to Clause 49 of the Listing Agreement are annexed hereto.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Bankers, our Valued customers, and Shareholders during the year under review.

for and on behalf of the Board of Directors

Place : New Delhi (J. S. KOCHHAR)

Date : 30.05.2012 Chairman

---

Mar 31, 2011

Dear Members,

The Directors present the 20th Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS:

(Rs. Lacs)

Current Year Previous Year

Gross Income 9.84 14.61

Gross Profit/(Loss) (1.54) 4.61

Depreciation & Impairment 0.26 0.26

Profit/(Loss) before tax (1.80) 4.35

Profit/(Loss) after tax (1.80) 3.75

Brought forward from

the previous year (327.37) (331.12)

Profit available for

appropriation (328.93) (327.37)

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS

During the year, the Company has incurred/suffered a loss of Rs. 1.80 lacs before tax as against the profit of Rs. 4.35 lacs in the previous year. Efforts are also being made to improve the performance by exploring new avenues of business which are likely to arise with the passage of time.

DIVIDEND

Directors recommended no dividend.

FIXED DEPOSITS

During the year, the Company has neither accepted nor invited any deposits and there are no deposits which are either overdue or unclaimed as on March 31st, 2011.

DIRECTOR

Mr. Jagmohan Singh Kochhar, Director retires at the ensuing Annual General Meeting and board recommends his appoint/re-appointment.

Mr. Om Parkash Tiwari, Director retires at the ensuing Annual General Meeting and board recommends his appoint/re-appointment.

AUDITORS & AUDITORS' REPORT

M/s. P.P. Thukral & Co.,Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from M/s. P.P. Thukral & Co., Chartered Accountants, to the effect that their appointment, if made, will be within the limits as prescribed in Section 224 of the , Companies act, 1956. Members attention is invited on Notes on Accounts forming part of Report & Balance Sheet. The Notes are self explanatory.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars) rules, 1988 are not applicable since there is no such activity being followed by the Company.

Foreign Exchange Earnings Rs. Nil

Foreign Exchange Outgo Rs. Nil

PERSONNEL

This information as required by section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, be taken as nil and complied with.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms a part of Annual 'Report along with the Auditors Certificate on its compliance of the conditions of Corporate Governance as also a Management Discussion & Analysis Report Pursuant to Clause 49 of the Listing Agreement are annexed hereto.

DIRECTORS RESPONSIBILITY STATEMENT 217(2AA)

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, Your Directors state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) That Your Directors have selected such accounting policies and applied them consistently and made judgement 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 or loss of the Company for that period;

(iii) That your 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 your Company and for preventing and detecting fraud and other irregularities;

(iv) That your Directors have prepared the annual accounts on a going concern basis.

The Audit Committee of your company meets periodically to review the performance, functions and scope of statutory auditor's functions etc.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Bankers,-our Valued customers, and Shareholders during the year under review.

for and on behalf of the Board of Directors

(J. S. KOCHHAR) Chairman

Place : New Delhi Date : 28.06.2011

---

Mar 31, 2010

The Directors present the 19th Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS:

(Rs. Lacs)

Current Year Previous Year

Gross Income 14.61 (37.95)

Gross Profit/(Loss) 4.61 (45.39)

Depreciation & Impairment 0.26 0.26

Profit/(Loss) before tax 4.35 (45.65)

Profit/(Loss) after tax 3.75 (45.71)

Brought forward from

the previous year (331.12) (286.37)

Profit available for

appropriation (331.07) (331.07)

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS

During the year, the Company earned profits before tax to the tune of Rs. 4.35 lacs as against the loss of Rs. 45.65 lacs in the previous year. The Company earned this income through commodity tradings and share market operations.

Efforts are also being made to improve the performance by exploring new avenues of business which are likely to arise with the passage of time.

DIVIDEND

Directors recommended no dividend.

FIXED DEPOSITS

During the year, the Company has neither accepted nor invited any deposits and there are no deposits which are either overdue or unclaimed as on March 31st, 2010.

DIRECTOR

Mrs. Davinder Bir Kochhar, Director retires at the ensuing Annual General Meeting and board recommends his appoint/re-appointment.

Mr. Gurpreet Singh, Director retires at the ensuing Annual General Meeting and board recommends his appoint/re-appointment.

AUDITORS & AUDITORS REPORT

M/s. P.P. Thukral & Co.,Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. The Company has received confirmation from M/s. P.P. Thukral & Co., Chartered Accountants, to the effect that their appointment, if made, will be within the limits as prescribed in Section 224 of the Companies act, 1956. Members attention is invited on Notes on Accounts forming part of Report & Balance Sheet. The Notes are self explanatory.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information to be given pursuant to section 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars) rules, 1988 are not applicable since there is no such activity being followed by the Company.

Foreign Exchange Earnings Rs. Nil

Foreign Exchange Outgo Rs. Nil

PERSONNEL

This information as required by section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, be taken as nil and complied with.

CORPORATE GOVERNANCE

A separate report on Corporate Governance forms a part of Annual Report alongwith the Auditors Certificate on its compliance of the conditions of Corporate Governance as also a Management Discussion & Analysis Report Pursuant to Clause 49 of the Listing Agreement are annexed hereto.

DIRECTORS RESPONSIBILITY STATEMENT 217(2AA)

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, Your Directors state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) That Your Directors have selected such accounting policies and applied them consistently and made judgement 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 or loss of the Company for that period;

(iii) That your 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 your Company and for preventing and detecting fraud and other irregularities;

(iv) That your Directors have prepared the annual accounts on a going concern basis.

The Audit Committee of your company meets periodically to review the performance, functions and scope of statutory auditors functions etc.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Bankers, our Valued customers, and Shareholders during the year under review.

for and on behalf of the Board of Directors

Place : New Delhi (J. S. KOCHHAR)

Date : 06.08.2010 Chairman