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Jagsonpal Services Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 98.27 Cr. P/BV 7.89 Book Value (Rs.) 6.84
52 Week High/Low (Rs.) 83/40 FV/ML 10/1 P/E(X) 0.00
Bookclosure 29/09/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

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
investor@jagsonpal.co.in.

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: 26th May 2025 DIN: 09805485


 
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