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DIRECTOR'S REPORT

Jagson Airlines Ltd.

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Market Cap. (₹) 1.61 Cr. P/BV -0.16 Book Value (₹) -5.06
52 Week High/Low (₹) 1/1 FV/ML 10/1 P/E(X) 0.00
Bookclosure 07/12/2019 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2015-03 
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
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