JSG LEASING LIMITED

     Regd. Office: P- 7B (Basement), Green Park Extension, New Delhi- 110016

NOTICE

ORDINARY BUSINESS:

1.       To receive, consider and adopt the audited Balance Sheet as at 31st March, 2013 and Profit and Loss Account for the year ended on that date and reports of the Directors and Auditors thereon;

2.       To appoint a Director in place of Mr. Ashwani Dewan who retires by rotation being eligible, offer himself for re- appointment.

3.       To consider and if thought fit, to pass with or without modification (s), the following resolution as an Ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Section 224 and other applicable provisions, if any, of the Companies Act, 1956, M/s A M A A & ASSOCIATES., Chartered Accountants, New Delhi, be and are hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting until the conclusion of next Annual General Meeting, at the remuneration to be decided by the Board of Directors”

                                                                                                                                                    BY ORDR OF THE BOARD

                                                                                                                                               FOR: JSG LEASING LIMITED

                                                                                                                                                                  (ANUJ DEWAN)                                                               

                                                                                                                                                         DIRECTOR

DATE: 30.08.2013

PLACE: NEW DELHI

NOTE:

v  A MEMBERS ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE THE MEMBER OF THE COMPANY, PROXY IN ORDER TO BE VALID, MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. A PROXY FORM IS ENCLOSED.

v  Members are requested to bring there copies of Annual Report for the Annual General Meeting.

v  Members are requested to notify change in there address to the company immediately.
The share holders register and share transfer register will remain closed from 26th Sep 2013 to 30th Sep 2013  both days inclusive.

                                                                                                                                                    BY ORDR OF THE BOARD

                                                                                                                                               FOR: JSG LEASING LIMITED

                                                                                                                                                                  (ANUJ DEWAN)                                                                

                                                                                                                                                         DIRECTOR

DATE: 30.08.2013

PLACE: NEW DELHI

JSG LEASING LIMITED

     Regd. Office: P- 7B (Basement), Green Park Extension, New Delhi- 110016

DIRECTOR’S REPORT

To

The Shareholders,

Your Directors have pleasure in presenting their Annual Report together with audited Balance Sheet of the Company as on 31st March 2013 and Profit and Loss Account for that year annexed thereon. FINANCIAL RESULTS

                                                                  Ended as on 31.03.2012      Ended as on31.03.2013

Job work charges                                                     185200                              168440

Net Profit/ (Loss) before Tax                                      18713                                12880

Provision for Tax                                                            -                                           -

New Profit/ (Loss) after Tax                                       18713                                12880

Less: (Loss) brought forward

from previous year                                                (17365216)                          (17378096)

(Loss) Carried Forward

to Balance Sheet                                                   (1,73,46,503)                       (1,73,65,216)

 DIVIDEND

No Dividend is recommended for the year under review.

DIRECTORS

Mr. Ashwani Dewan, director of the company retires by rotation and being eligible offers himself for the reappointment. The relevant item for the appointment of Mr. Ashwani Dewan as a director of the company is made part of the notice of the ensuing Annual General Meeting of the company. Mr. Deepak Gaur was appointed as director during the financial year.

AUDIT COMMITTEE

The Company has duly constituted an Audit Committee as per the requirement of Clause 49 of the Listing Agreement, comprising of Mr. Ashwani K Dewan (Director) & Mr. Deepak Gaur (Director) & Mr. Narinder Kumar Goyal (Director). The Company has ensured the Compliance of Internal Control System.

 AUDITORS

M/s A M A A & ASSOCIATES, Chartered Accountants, New Delhi, auditors of the Company retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. The company has obtained a certificate as per section 224 (1B) of the Companies Act, 1956 to the effect that their reappointment, if made, would be within the limits prescribed therein.

AUDITOR’S REPORT

The Auditors Report to the Shareholders does not contain any other qualification. Observations made by the auditors along with notes on the accounts are self- explanatory.

COMPLIANCE CERTIFICATE

The Company has obtained a Compliance Certificate under Section 383A of the Companies Act, 1956 regarding compliance of the provision of the Companies Act, 1956.

LISTING FEE

The Equity Shares of the Company are listed in Delhi Stock Exchange Association Limited. Due to insufficiency of funds, the company has not paid the Listing Fees.

CORPORATE GOVERNANCE

The Company has made conscious efforts to institutionalize Corporate Governance practice and we believe that it shall go beyond adherence to the regulatory framework. Our Corporate structure, business & disclosure practices have been aligned to our Corporate Governance Philosophy. Your Company always look forward to follow the best Corporate Governance Policies that ensures the enhancement of shareholders value, association of the customers, support from the suppliers and adherence to all the regulatory requirements.

DEPOSITS

During the Year under review, your company has not accepted any deposits from the public within the meaning of Section 58a of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning Outgo

The said information is not furnished, as your company has not carried out any manufacturing activity during the year. Also there was neither any inflow nor outflow of foreign exchange.

Particulars of Employees

There is no employee covered under section 217(2A) of the Companies Act, 1956.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby states that

(i) That in the preparation of the annual accounts for the financial year ended 31st March 2012; the applicable accounting standards have been followed along with proper explanation relating to material departure;

(ii) That the Directors have 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 state of affairs of the Company at end of the financial year and of the profit/ losses of Company for the year under review;

(iii) The 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 the Directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis.

                                                                                                     BY ORDER OF THE BOARD

                                                                                                     FOR: JSG LEASING LIMITED

                                                                                            (ASHWANI K DEWAN)                                                            

                                                                                            CHAIRMAN

DATE: 30.08.2013PLACE: NEW DELHI

CORPORATE GOVERNANCE REPORT

COMPANY’S PHILOSOPHY

Your company has always worked for building trust with its shareholders, employees, customers, suppliers and other stakeholders on the basis of the principles of corporate governance followed by it. The company’s Corporate Governance principles are based on the fair values, ethics and commitment to follow best business practices.  BOARD OF DIRECTORS

The Board of the company acts as a trustee for the interest of the shareholders and the company ensures that the Board is well informed and well equipped with its overall responsibilities towards the management and the shareholders. The composition of the Board is in consonance with clause 49 of the Listing Agreement

The composition of the Board of Directors as on 31st March, 2013 is:

Mr. ASHWANI K DEWAN (Director),

Mr. NARINDER K GOYAL (Director)

Mr. ANUJ DEWAN (Director)

Mr. Deepak Gaur (Director)

 Board Meeting of the company

The Board of Directors duly met 10 (Ten) times on 30.04.2012, 30.05.12; 18.06.12; 14.08.2012, 31.08.11; 03.09.2012;  14.11.12; 14.02.13, 28.02.2013 & 29.03.13.The maximum gap between two meetings is not more than 4 months as required under Clause 49 of the Listing Agreement. Required Quorum for the meeting was present.

The Board of directors are provided with the agenda papers well in advance of each meeting. The Board also has complete access to all the informations in respect of the insight of the affairs and conduct of the company.

  CODE OF CONDUCT

The code of conduct as laid down by the Board for the Board members and the senior management of the company is annexed to this report. All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the Financial Year ended 31st March, 2013.

 AUDIT COMMITTEE

The company has duly constituted an Audit Committee as per the requirement of Provisions of the listing agreement, comprising of Mr. ASHWANI K DEWAN (Director), Mr. NARINDER K GOYAL (Director) and Mr. DEEPAK GAUR (Director). The Committee has ensured the compliance of internal control system. All the members of the Audit Committee are qualified and having insight to interpret and understand financial statements.

The role of the audit committee includes of the following:

·         It shall have authority to investigate any matter in relation to the items specified in section 292A of the Companies Act, 1956 or referred to it by the Board and for this purpose, shall have full access to information contained in the records of the Company and external professional advice, if necessary.

·         To investigate any activity within its terms of reference.

·         To seek information from any employee.

·         To obtain outside legal or other professional advice.

·         To secure attendance of outsiders with relevant expertise, if it considers necessary.

·         Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

·         Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for payment for any other services.

·         Reviewing with management the annual financial statements before submissions to the Board, focusing primarily on:

-               Any changes in accounting policies and practices.

-               Major accounting entries based on exercise of judgment by management.

-               Qualifications in draft audit report.

-               Significant adjustments arising out of audit.

-               The going concern assumption.

-               Compliance with accounting standards.

-               Compliance with stock exchange and legal requirements concerning financial statements.

-               Any related party transactions i.e., transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives, etc., that may have potential conflict with the interest of company at large.

·         Reviewing with the management, external and internal auditors, the adequacy of internal control systems.

·         Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

·         Discussions with internal auditors any significant findings and follow up thereon.

·         Reviewing the findings of any internal investigation by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

·         Discussions with external auditors before the audit commences, nature and scope of audit as well as to have post-audit discussion to ascertain any area of concern.

·         Reviewing the company’s financial and risk management policies.

·         To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

·         It shall have discussions with the auditors periodically about internal control systems, the scope of audit including the observations of the auditors and review the quarterly half-yearly and annual financial statements before submissions to the Board.

·         It shall ensure compliance of internal control systems.

·         The Chairman of the Audit Committee shall attend the Annual General Meetings of the company to provide any clarification on matters relating to audit sought by the members of the company.

 SHAREHOLDERS GREIVANCE COMMITTEE

The company has duly constituted its Shareholders Grievance Committee. The committee works for redressal of the shareholders and investor grievances, non-receipt of share certificate after transfer of shares, non receipt of Annual report, non receipt of declared dividends, registration of change in address etc.   SHARE TRANSFER COMMITTEE

The company has duly constituted its Share Transfer Committee. To expedite the share transfer the Share Transfer Committee of the Board of Directors meets at regular interval to approve the share transfer.

 Management Discussion and Analysis Report Management Discussion and Analysis Report forms part of the Annual report

 
SHAREHOLDERS INFROMATION

In last three years the Annual General Meetings were held on 30th Sep 2011, 29th Sep 2012 and 30th Sep 2013. All annual general meetings were held in registerd office only. No special resolution was passed in the annual general meetings. No resolution was passed thru postal ballot. One extra ordinary general meeting was convened on 28th February 2013. 
The share holders register and share transfer register will remain closed from 26th Sep 2013 to 30th Sep 2013  both days inclusive.

 DISCLOSURES

There was no materially significant related party transactions i.e. transactions of the company of material nature, with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have the potential conflict with the interest of the company at large. Although the related party transactions where the directors had an interest, were disclosed to the Board and the interested directors did not participated in the discussion in respect of these transactions.

 Share Transfer System

As the company has not appointed any Registrar and Share Transfer Agent, share transfers are made in the company itself. To expedite the share transfer, the Share Transfer Committee is meeting at regular interval to approve the share transfer. In terms of the requirement of SEBI directives the company is providing the facility of transfer.

  Outstanding GDR/ ADRs/ Warrants/ Options

Not applicable

Risk Assessment & Minimization Procedure

As per the revised clause 49 of Listing Agreement, the company has established the appropriate risk assessment & minimization procedure. Details about the risk management policy forms part of Management Discussion and Analysis Report.

Appointment and Reappointment of directors

In terms of relevant provisions of the Companies Act, 1956 and Article of Association of company, Mr. Anuj Dewan will retire by rotation and being eligible offers himself for reappointment. The reappointment is subject to the approval of the shareholders in the ensuing Annual general Meeting.

 For JSG LEASING LIMITED

(ASHWANI DEWAN)

DIRECTOR

PLACE: NEW DELHI

DATE: 30.08.2013

CERTIFICATION UNDER CLUASE 49(V) OF THE LISTING AGREEMENT

We have examined the conditions as stipulated in clause 49 V of the Listing Agreement and certify as under: 

(a)                 That we have reviewed the financial statements and the cash flow statement for the year ending 31st March, 2013 and that to the best of their knowledge and belief:

(i)                 These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii)               These statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b)                 That to the best of our knowledge and belief, there are no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company’s code of conduct.

(c)                 That we accept responsibility for establishing and maintaining internal controls and that we had evaluated the effectiveness of the internal control systems of the company and had suggested some steps to increase the effectiveness of the same.

(d)                 That we had indicated to the auditors and the Audit committee –

(i)                 The significant deficiencies in the design or operation of internal controls, which we are aware and have taken steps to rectify these deficiencies;

(ii)               significant changes in internal control over financial reporting during the year;

(iii)             significant changes in accounting Policies during the year

(iv)             Any fraud, which we have become aware of and that involves management or other employees who have a significant role in the company’s internal control systems over financial reporting.

We further declare that all board members and senior management have affirmed compliance with the code of conduct for the current year.

 For JSG LEASING LIMITED

(ASHWANI DEWAN)

DIRECTOR

PLACE: NEW DELHI

DATE: 30.08.2013

FINANCIAL RESULTS PARTICULARS For the year For the year Ended as on 31.03.2012 Ended as on31.03.2013 (Amount in Rs.) (Amount in Rs.) Job work charges 185200 168440 Net Profit/ (Loss) before Tax 18713 12880 Provision for Tax - - New Profit/ (Loss) after Tax 18713 12880 Less: (Loss) brought forward from previous year (17365216) (17378096) (Loss) Carried Forward to Balance Sheet (1,73,46,503) (1,73,65,216)

DIVIDEND No Dividend is recommended for the year under review.

The said information is not furnished, as your company has not carried out any manufacturing activity during the year.

The said information is not furnished, as your company has not carried out any manufacturing activity during the year.

Also there was neither any inflow nor outflow of foreign exchange

Particulars of Employees There is no employee covered under section 217(2A) of the Companies Act, 1956.

DIRECTOR’S RESPONSIBILITY STATEMENT Pursuant to section 217(2AA) of the Companies Act, 1956, the Board of Directors hereby states that (i) That in the preparation of the annual accounts for the financial year ended 31st March 2012; the applicable accounting standards have been followed along with proper explanation relating to material departure; (ii) That the Directors have 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 state of affairs of the Company at end of the financial year and of the profit/ losses of Company for the year under review; (iii) The 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 the Directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis.

The Auditors Report to the Shareholders does not contain any other qualification. Observations made by the auditors along with notes on the accounts are self- explanatory.